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Shareholders Poised to Increase Their Attacks on Excessive Executive Pay

March 10, 2008
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Human resources executives may be in for a pounding this proxy season as shareholders become more vocal than ever about executive compensation.

Shareholder angst about how much companies are paying their CEOs is nothing new. But thanks to recent rules sent down by the Securities and Exchange Commission requiring greater disclosure of executive compensation, shareholders now can see more clearly how CEOs are being paid, including perks, retirement benefits and severance.

This greater disclosure, along with the growing fear of a pending recession, means that institutional shareholders will attack executive compensation this year more than ever before, experts say.

“Shareholders are going to be asking, ‘How could they pay their executives this much when the company didn’t perform well?’ ” says Alan Johnson, a New York-based compensation consultant.

HR executives should be prepared to not only justify their CEO’s pay, but to take the time with shareholders and explain how it’s determined, Johnson says. Companies that are offering perks are sure to be targeted, he says.

The majority of shareholder meetings occur between mid-March and mid-June, and experts say a number of proposals are floating around that could put HR on the defensive.

Shareholders have filed 90 “say on pay” proposals so far this year, up from 52 last year, according to Proxy Governance, a proxy voting consultant.

The proposals, which allow shareholders to give a nonbinding vote on executive pay packages, won majority support at only eight companies last year, says Patrick McGurn, special counsel for ISS Governance Services, a division of New York-based risk management consultant RiskMetrics Group. But that number should double or triple by the end of this proxy season.

“We are expecting to see a quantum leap of support for these proposals,” he says.

Experts also expect that shareholders will join the SEC in pressing those companies that didn’t adequately disclose what performance targets they are using to determine their executives’ pay packages to do so.

Last summer, the SEC sent letters to 350 companies saying they didn’t do an adequate job of disclosing their performance goals.

And some shareholders are filing proposals about how executive pay should be structured. Some of the building trade unions have filed proposals asking that companies use performance-vested equity awards as the main reward vehicle, says Shirley Westcott, managing director of policy at Proxy Governance.

Internal pay equity is also going to be a bigger issue this year, consultants say. Shareholder activists previously have focused on how much the CEO was making compared with the rank and file workers, but this year shareholders are looking at how much the CEO is making compared with the second-highest-paid executive at the company, McGurn says.

Shareholders may also join regulators in their critique of how companies are using compensation consultants. A recent congressional study showed that at least 113 of the Fortune 250 companies rely on compensation consultants who do other work for their clients, posing a potential conflict of interest.

“Shareholders don’t just want greater transparency around the use of compensation consultants,” McGurn says. “They are saying, ‘We don’t want them receiving another dollar for services other than what they are providing in regard to executive compensation.’ ”

And in rare instances, shareholders are treading on HR issues outside of executive compensation. The AFL-CIO this year has a proposal asking companies to disclose their CEO succession plans and solicit feedback from outsiders, like shareholders.

“That could be a bit bothersome for many companies,” Westcott says.

—Jessica Marquez

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