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