Unlike JPMorgan (JPM), where almost 40% of shareholders voted against CEO Jamie Dimon’s pay package, most Say on Pay votes—where companies ask their shareholders what they think of their executive pay packages—are generally in the 90% and up approval range.
Unlike Jamie Dimon, who accused his shareholders of being lazy, most CEOs know that if shareholders disapprove, pay must change. But since most pay packages are approved, it doesn’t seem likely that Say on Pay is going to have much effect on CEO compensation.
It doesn’t seem likely, but it has.
For the second year in a row, the WSJ/Hay Group CEO pay survey has found pay rises that are significantly lower than increases in shareholder value. Total shareholder return (TSR) rose 34.6% in 2013, according to the survey, and CEO pay rose 5.5%. In 2014, TSR increased by 16.6%, but pay rose by only 4.6%.
The survey also found that the proportion of pay related to performance at the companies it surveyed is increasing as well, leading to potentially greater alignment between the two. For the fifth consecutive year, performance-based share awards made up the largest portion of long-term incentives. But because the use of so-called time-based awards—such as stock options and restricted stock—is falling, performance shares now make up more than half of all long-term incentives. They also represent the largest single form of pay at almost one-third.
Many firms use a mix of long-term incentives, though. The survey found that 85% of companies made performance awards, but more than three-fifths still awarded stock options to their CEOs, and almost the same proportion awarded restricted stock.
Analyzing net income growth and three-year TSR, the survey also found “unsurprisingly,” as it admits, that “CEOs at top performing companies are paid better than those employed by low performing companies.” Actually, it is a bit surprising: Every year, highly paid CEOs leading underperforming companies make headlines on multiple news stories.
Over the last few years, Hay found that perks have been cut across the board. But last year, certain perks seemed to have been targeted for elimination. Fewer CEOs received “tax gross-ups,” where a company pays its CEO’s tax bill. Fewer CEOs also received supplemental life and disability insurance, financial planning, and club memberships. Even personal travel on corporate jets was down slightly. Other perks held up and even increased in some cases: Physicals, home security, company cars, and spousal travel on corporate jets either stayed about the same or rose in popularity.
So if pay is becoming more aligned with performance, and perks (which don’t actually cost much but do get on shareholders’ nerves) are slowly being cut out of the pay mix, does this mean compensation committees have suddenly realized they have a backbone?
What’s happened is that knowing that shareholders are going to vote on a CEO’s pay package every year is forcing boards to improve matters. Hays’ findings appear to back that up: As the survey itself implies, receiving a 90% approval vote in 2014 does not guarantee that executive pay will get a 90% approval rate in 2015.
Of the companies that lost their Say on Pay vote in the last 12 months, only a handful are in the Fortune 500 and only Oracle (ORCL), which got only 46% approval last November (and that only because of CEO Larry Ellison’s own shares) could be considered a household name. But in previous years, some very large, well-known companies have gotten dunned by shareholders. Citigroup (C) lost its vote in 2012, and Abercrombie & Fitch (ANF) lost its vote several years in a row until it changed its pay practices.
Taking note of these embarrassing high-profile votes, boards appear to be actively seeking shareholder approval even when they already have it. Proxy statements are filled with descriptions of shareholder outreach and the resultant compensation reforms.
“Although the adoption of performance share awards began back in the early 2000s, because of an accounting change, Say on Pay increased the pressure on companies to adopt best practices in long-term incentives,” says Irv Becker, U.S. leader of board solutions for Hay Group. Even during the last year, the Hay survey found that companies have increased the proportion of performance shares they use to 60%, 80%, even 100%.
“The pressure to reduce perks started with increased disclosure of them in 2007,” says Becker. “But again, Say on Pay has increased this pressure, forcing companies to retain only those perks that they can rationalize. Personal travel on the corporate jet is still the most popular perk for CEOs because, for example, it’s not a good use of their time to sit in an airport on their way back from their vacation because they missed their connection.”
Asked what other effects Say on Pay has had on compensation committees, Becker said, “Seven or eight years ago they weren’t as focused on the reaction of their shareholders. Now when we work with clients to implement changes to pay, one of the most important questions is: How will that look in the proxy?”
Finally, it seems that Say on Pay is having a downward effect on CEO pay growth. “Given the level of scrutiny of the quantum of CEO pay,” concludes Becker, “committees are going to be conservative, even in good times, and not be too aggressive about pay increases.”
That 90% support level is being earned at a cost, and the cost seems to be the sobering up of CEO pay.