The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel?
Bonjour à toutes et à tous, un article intitulé « The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? » expose la synthèse du 3e rapport de l’agence As You Know. Quel bilan dresse-t-elle ? Rien de surprenant si j’osais le dire !
According to the Economic Policy Institute, “CEO pay grew an astounding 943% over the past 37 years, greatly outpacing the
growth in the cost of living, the productivity of the economy, and the stock market, disproving the claim that the growth in CEO pay reflects the ‘performance’ of the company, the value of its stock, or the ability of the CEO to do anything but disproportionately raise the amount of his pay.”For the past two years we have highlighted the 100 most overpaid CEOs of S&P 500 companies, and the votes of large shareholders, including mutual funds and pension funds on their pay packages.
What has changed since the first report? Not much. Executive pay has continued to increase. Although mutual funds and pension funds are doing better at exercising their fiduciary responsibility by more frequently voting their proxies against some of the most outrageous CEO pay packages. Of the mutual funds with the largest changes in voting habits from last year, all of them opposed more of the pay packages than they had the prior year.
As we noted in our prior reports, the system in place to govern corporations has failed in the area of executive compensation. Like all the best governance systems, corporate governance relies on a balance of power. That system envisions directors representing shareholders and guarding the company’s assets from waste. It also envisions shareholders holding companies and executives accountable.
Point essentiel à souligner :
KEY FINDINGS
Of the top 25 most overpaid CEOs, 15 made the list for the second year in a row, and 10 have been on the list for the third time. These rankings are based on a statistical analysis of company financial performance with a regression to identify predicted pay, as well as an innovative index developed by As You Sow that considers more than 30 additional factors.
The companies we listed in first report on overpaid CEOs has markedly underperformed the S&P 500 since that time. The 10 companies we identified as the most overpaid firms as a group underperformed the S&P 500 index by a gaping 10.5% and actually demolished shareholder value as a group with –5.7% financial returns. In summary, the most overpaid CEO firms destroyed shareholder value since our first report.
Many of the overpaid CEOs are insulated from shareholder votes, suggesting that shareholder scrutiny can be an important deterrent to outrageous pay packages. A number of the most overpaid CEOs are at companies with unequal voting structures and/or triennial votes, so shareholders did not have the opportunity to vote this year on the extraordinary packages. While the Say-on-Pay law allows less frequent votes, and shareholders can decide if they prefer to vote every one, two, or three years, the vast majority of companies hold annual votes on pay. We believe that the fact that our list of the top 25 overpaid CEOs includes several companies that do not hold annual votes on pay implies that such insulated companies are more willing to flaunt best practices on pay and performance.
The most overpaid CEOs represent an extraordinary misallocation of assets. Regression analysis showed 14 companies whose CEOs received compensation at least $20 million more 2015 than they would have garnered if their pay had been aligned with performance.
Shareholder votes on pay are wide-ranging and inconsistent, with pension funds engaging in more quantitative analysis. This report, representing the broadest survey of institutional voting ever done on the topic, shows that pension funds are more likely to vote against overpaid packages than mutual funds. Using various state disclosure laws, we were able to collect data from over 30 pension funds. The data shows some pension funds approving just 18% of these overpaid CEO pay packages, to others approving as many as 93% of them.
Mutual funds, on the other hand, are far more likely approve of these overpaid CEO pay packages even though among mutual funds there is wide variation. Of the mutual funds with the largest changes in voting habits from last year, all of them opposed more of the pay packages than they had the prior year. In addition to the trending votes, several funds have indicated that, at a minimum, they will be reviewing pay more closely. Of the largest mutual funds, Dimensional Fund Advisors opposed 53% of these packages, while Blackrock opposed only 7% of them. Some funds seem to routinely rubber stamp management pay practices, enabling the worst offenders and failing in their fiduciary duty. TIAA-CREF, the leading retirement provider for teachers and college professors, is more likely to approve high-pay packages than almost any other institution of its size with support level of 90%.
Directors, who should be acting as stewards of shareholder interests, should be held individually accountable for overseeing egregious pay practices. A number of directors serve on two or more overpaid S&P 500 compensation committees. We list the companies that over-paying directors serve on, and identify individuals who serve on two or more ‘overpaid’ S&P 500 compensation committees.
A primary goal of the report is to focus on mutual fund voting data. This data is disclosed on an annual basis according to a proxy season that covers shareholder meetings held from July 1 of the previous year to June 30 of the present year.
Pour accéder au rapport complet : cliquez ici.
À la prochaine…
Ivan Tchotourian
