Advisory votes on pay were
mandated for the first time this year at hundreds of companies that
received funds from the government's Troubled Assets Relief Program. Only
a handful of non-TARP firms, such as AFLAC, voluntarily hold such votes on
pay each year.
The requirement for TARP
recipients was added by Congress in February, handing a major victory to
activist shareholders who for years had fought for a voice in how
corporate executives are compensated. In late July, the House approved a
compensation bill that would mandate the pay vote at all public companies.
The Senate has yet to take up executive pay legislation.
Among the pay packages
garnering the strongest support were several large Wall Street firms,
according to an analysis of data provided by RiskMetrics Group, a proxy
advisory firm. At Goldman Sachs and J.P. Morgan Chase, more than 97
percent of votes were cast in favor of the compensation plans. American
International Group received 98.2 percent approval. Morgan Stanley pay
packages drew 94 percent support, while Citigroup and Bank of America
collected 84 percent and 71 percent, respectively. Goldman, J.P. Morgan
and Morgan Stanley have since returned their bailout money and are no
longer required to sponsor such votes.
"What this indicates, quite
frankly, is the say-on-pay process as it's formulated doesn't work," said
Ed Durkin, director of corporate affairs for the United Brotherhood of
Carpenters and Joiners. "Compensation clearly is a problem. It was a
contributor to the financial crisis and we need to get it right. . . . The
big harm we see is that a lot of companies will hide behind these votes
and say, 'We've got our 92 percent. The shareholders have ratified our
plan.' "
The carpenters union pension
fund has 170 TARP recipients in its portfolio, but the group has only had
time to perform thorough reviews of pay practices at a dozen large banks,
11 of which it rejected. For the remaining firms, "it gets down to almost
like this checklist -- you take a quick look at their plan, see if they
have some good or bad features and make a quick judgment," Durkin said,
adding that the union voted in favor of a larger portion of these pay
packages.
"When you're an institutional
investor and you have a lot of these companies, it's almost an
unmanageable process to thoughtfully analyze these plans in the short
amount of time you have from when the proxy comes out till the time you
vote," he said. "What we're concerned about going forward is that if we
have say on pay apply to all publicly traded companies, it will be an
impossible task."
Proponents of say-on-pay
measures argue that the apparent rubber-stamping of pay packages this year
isn't indicative of its usefulness as a shareholder tool. They say that
investors had little time between the passage by Congress of the advisory
vote requirement and the start of the spring shareholder meeting season in
April.
They also note that the
votes, while advisory, have promoted increased dialogue between
shareholder and compensation committee members of corporate boards in
places like England. They contend that the measures' effectiveness will
increase as other reform efforts -- such as limiting brokers' ability to
cast uninstructed votes for shares held on behalf of clients -- take hold.
Brokers regularly vote in line with management recommendations when
customers do not give instructions on how they want to vote, and such
votes can account for 10 to 20 percent of votes cast on routine matters.
"It's much more evolutionary
than revolutionary," said Richard Ferlauto, director of pension-investment
policy at American Federation of State, County and Municipal Employees.
"The compensation committees need to step up in order to improve their
practices and the investor community needs to deploy significant enough
resources to add value not only in however they vote but to have a
constructive dialogue to give input to the compensation committees so they
change practices."
Still, some companies
received sizable "no" votes. At SunTrust Bank in Atlanta, a recipient of
$4.8 billion in taxpayer funds, nearly 30 percent of the votes were cast
against the executive compensation plans. The bank drew criticism from
some activist shareholders after granting chief executive James Wells
options to buy 1.1 million shares in February, when the bank's stock was
near its lowest point of the financial crisis. The stock has since rallied
along with the rest of the market, making those options valuable.
SunTrust spokesman Michael
McCoy noted that Wells has since agreed to keep just 550,000 of those
options, more than half of which will now be subject to performance-based
restrictions.
Asked what the bank thought
of the results and if it had responded to shareholders, McCoy said, "We
are certainly aware of the sensitivities surrounding this issue. . . . Our
positions on say on pay and compensation are included in the proxy, and
any actions relating to those will be communicated clearly and fully in
the next proxy."