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Amazon shareholders urged to question CEO’s ‘excessive pay’ and rebel against company director vote

May 6, 2022, 4:10 PM UTC

Amazon shareholders have been advised to rebel against the company’s recommendation that they reelect Judith McGrath to its board of directors later this month.

Glass Lewis, one of the world’s biggest shareholder advisory companies, encouraged shareholders to vote against McGrath—who chairs Amazon’s leadership development and compensation committee—to signal that they are unhappy with how the tech giant has responded to a string of public labor controversies.

Amazon’s reputation as an employer has been put under increasing pressure over the past year, with reports of poor working conditions in its fulfillment centers, overstaffing issues at its warehouses, employee walkouts and strikes, and a public battle over the unionization of its workers.

“Given that the prevalence of human capital management risks and potential related reputational risks to the company may impact shareholder value, we believe shareholders should oppose the election of director McGrath as the chair of the leadership development and compensation committee to signal dissatisfaction with the company’s response to these issues,” Glass Lewis said in a report published on Friday.

Amazon, in an overview of the upcoming shareholder meeting, has recommended shareholders vote to approve each of the nominated candidates, including McGrath, for another year on the company’s board of directors.

But Glass Lewis argued that McGrath, in her role on the leadership development and compensation committee, had “failed to exercise adequate oversight of [Amazon’s] human capital management practices.”

“We recommend that shareholders vote against McGrath,” its report said, while advising as well that shareholders approve all 10 of the remaining nominees.

A spokesperson for Amazon was not immediately available to comment when contacted by Fortune.

The agenda for Amazon’s annual shareholder meeting, scheduled for May 25, includes votes on several topics, including the election of company directors as well as approval—or rejection—of executive compensation.

Amazon CEO’s pay ‘excessive’

As shareholders prepare to vote on the compensation of Amazon’s top employees, Glass Lewis said they ought to be concerned by CEO Andy Jassy’s “excessive” pay.  

Jassy’s compensation at Amazon includes $214 million in shares, which will be paid out over a decade starting from next year.

“The annualized value of Mr. Jassy’s award considering the vesting period is $21.4 million, reasonable but for the fact that the company only stated that the award is ‘intended to represent most of Mr. Jassy’s compensation for the coming years,’” Glass Lewis said in its report.

“The vagueness of the statement and lack of commitment, in our opinion, provide little assurance to shareholders concerned with excessive pay.”

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