March 20, 2023
Good morning – Fortune senior editor at large Geoff Colvin here, sitting in for Alan.
Shareholders may be rejoicing this spring to find that, for the first time, proxy statements will report a new, SEC-mandated measure of CEO pay: “compensation actually paid” for the past three years. CEOs may be bracing for headlines announcing never-before-seen numbers. Alas for everyone, these numbers are not what they seem.
Proxy statements have reported CEO pay for eons, but the amounts are largely speculative. They include estimated values for stock options and other stock-based pay that will not vest—nor will its real value be known—for years. In any given year, figuring out how much a CEO got paid as most people understand the term has been difficult or impossible. Finally, it seemed, this new SEC rule would reveal the truth.
But it doesn’t. To see why, consider an extreme example. The WTW consulting firm has studied 152 companies’ recent proxy statements and finds that among that group, the highest “compensation actually paid” to a CEO in the past three years was a massive $1.15 billion, and the lowest was a mind-bending negative $644 million—and they were both at the same company! WTW discreetly did not name the company, but your humble scribe has found it. It’s Lucid Group, the maker of luxury electric vehicles, and the CEO with bipolar pay is Peter Rawlinson.
You’re probably wondering how a CEO could get paid negative $644 million. No, Rawlinson didn’t write a nine-figure check to Lucid. The number reflects changes in the estimated values of stock grants, vested and unvested, during the year. Lucid stock plunged in 2022, so those values plunged also. The stock roared in 2021, which is why Rawlinson notched that $1.15 billion number. But the numbers aren’t based on real money; they’re still based on estimates of values that won’t be known for years.
Thus, in many proxy statements this spring you will find, in itty-bitty type, a statement that the amounts reported as “compensation actually paid” are calculated “in accordance with SEC rules” and “do not reflect the actual amount of compensation earned by or paid to” the CEO or other top executives. That is, the new “compensation actually paid” is not compensation actually paid.
Nonetheless, CEOs are probably right to be braced for headlines.