Why Dodd-Frank Has Not Dialed Down Sky-high CEO Pay

Discovery Communications TCA Winter 2015
Photo by Alberto E. Rodriguez—Discovery Communications

Back in 2009, before the ink was even dry on Dodd-Frank, an array of experts told Fortune that the act’s “say on pay” provision—giving investors the right to vote on CEO compensation—would be unlikely to make much difference. The reason: The biggest investors, like mutual funds and pension funds that held more than half of all outstanding shares, showed no interest in quibbling with boards’ compensation committees.

Turns out those critics had a point. CEO pay has kept on climbing, to a recent high of more than 300 times what the average worker makes. According to a new report from public-advocacy nonprofit As You Sow, that’s because most pension funds, mutual funds, and other institutional investors continue to “rubber-stamp” exorbitant pay packages—even when a CEO’s performance doesn’t measure up. It’s “an extraordinary misallocation of assets,” the report says, that picks the pockets of individual investors and retirees.

Consider, for instance, David Zaslav, CEO of Discovery Communications (owner of the Discovery Channel, Animal Planet, and the Oprah Winfrey Network). In 2014, Discovery’s board awarded him $156,077,912, giving Zaslav the dubious honor of being No. 1 on the study’s list of the 100 most overpaid CEOs in the S&P 500 that year. If his pay had reflected the company’s performance that year, he’d have taken home a mere $14 million.

But why single out Zaslav, when he’s got so much company? “Regression analysis showed 17 CEOs with at least $20 million more in [2014] compensation than they’d have garnered if their pay had been aligned with performance,” the report notes. Moreover, of the 100 CEOs on the latest list of the most overpaid, 66 are repeats from the year before.



So, which of the biggest U.S. funds are least likely to use their “say on pay”? Here are the 10 institutions that most frequently approved the biggest CEO pay packages, according to As You Sow, with dollar amounts under management (in millions) and the percentage of outsize CEO pay deals they opposed:

Blackrock ($237,989) 3%

Vanguard ($2,713,671) 3%

TIAA-CREF ($114,764) 4%

Hartford ($99,547) 5%

T. Rowe ($635,008) 8%

Goldman Sachs ($104,461) 12%

Voya/ING ($102,846) 15%

American Century ($121,967) 19%

Fidelity ($1,504,468) 21%

At the companies with the most overpaid CEOs, the 25 funds listed in the study went along whatever the compensation committees recommended about 80% of the time, on average.

Even so, it seems a few huge investors are beginning to think twice. Take, for example, Dimensional, with $292,117,000 under management. In 2014, the fund okayed pay packages at nearly 80% of the companies in its portfolio with excessively compensated CEOs, the study says. “But, with a more rigorous evaluation in 2015, it supported only 54%.”

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