By David Meyer
March 9, 2018

Walt Disney’s shareholders have refused to endorse the pay increase of CEO Bob Iger. It’s an unprecedented move, though largely symbolic.

Meanwhile, Tesla’s shareholders will later this month vote on the huge compensation deal for Elon Musk that could see the CEO rake in billions if the firm hits a series of valuation targets. The same proxy advisers that urged Disney’s shareholders to express displeasure with Iger’s package are now calling for a rejection of Musk’s—and this time, it would be a far more meaningful vote.

Iger’s compensation for last year was $36.3 million, which was 17% down on the previous year as it included a smaller cash bonus. His new deal—tied to performance targets and the closing of Disney’s planned 21st Century Fox takeover—is worth up to $48.5 million a year over the next four years, plus a $100 million equity grant.

At the company’s annual shareholder meeting on Thursday, Disney said 52% of them had voted against Iger’s compensation package, and those of other top executives, 44% voted in favor and 4% abstained.

This is the first time a majority of Disney’s shareholders have ever voted against the CEO’s pay package. However, it was a non-binding “say on pay” resolution, so that doesn’t scrap his deal. The board said it would “take [the vote’s result] under advisement for future CEO compensation.”

So why the opposition? According to a Financial Times report, proxy advisers have been telling shareholders that Iger’s $100 million equity grant is out of order.

“The substantial payments to Bob Iger in connection with his contract extension and the upcoming 21st Century Fox merger are concerning,” read a report from Institutional Shareholder Services (ISS). Glass Lewis, another proxy adviser, was also against the pay increase.

Aylwin Lewis, who heads up the Disney board’s compensation committee, said in a statement that the Fox takeover plan made it “imperative that Bob Iger remain as Chairman and CEO through 2021.” He said the pay deal was “in the best interests of our company.”

In Tesla-land, however, that “we hear you but we’re going ahead anyway” attitude won’t fly—because Musk’s pay increase cannot go through without majority approval from Tesla’s shareholders.

ISS and Glass Lewis are again in the mix here. ISS said Thursday that Musk’s deal “locks in unprecedented high pay opportunities for the next decade, and seemingly limits the board’s ability to meaningfully adjust future pay levels in the event of unforeseen events or changes in either performance or strategic focus.”

ISS, which said Musk’s award under the deal could come to $3.7 billion—Tesla says it’s $2.6 billion—also noted that Musk might make off with a lot of money even if Tesla doesn’t become a sustainable earner of profits.

Of course, even if that doesn’t happen—Tesla is certainly hemorrhaging money at the moment—the increases in valuation that trigger Musk’s payout would also make the company’s shareholders very rich. It’s worth noting that two big Tesla shareholders, Baillie Gifford & Co. and T. Rowe Price Group, say they will back Musk’s package.

It is rare for any large corporation’s shareholders to give less than majority support for executive pay increases. ISS’s data business, ISS Analytics, said this happened only 1.2% of the time among S&P 500 firms last year.


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