Shareholders to CEOs: Do not pass ‘Go’

Amy Scott Feb 8, 2007

Shareholders to CEOs: Do not pass ‘Go’

Amy Scott Feb 8, 2007

KAI RYSSDAL: Wall Street has earnings season, when companies report quarterly profits. Investors have what’s called proxy season. It runs roughly between March and June, when most public companies hold their annual meetings, and when shareholders get to vote on the board of directors and corporate governance proposals. This year there’ll be something new on the ballots at companies like Coke and ExxonMobil. Marketplace’s Amy Scott reports.

AMY SCOTT: When Robert Nardelli abruptly resigned as CEO of Home Depot last month, Richard Ferlauto claimed some of the credit. He’s director of pension policy for the American Federation of State, County and Municipal Employees. Ferlauto says it all began last May at Home Depot’s annual shareholder meeting.

RICHARD FERLAUTO: We showed up asking to have a discussion with the board of directors about Bob Nardelli’s pay package, which we thought was huge and undeserved and was a waste of shareholders’ money. It turns out that the board never showed up.

Nardelli did. But he wouldn’t answer any questions about his pay — at the time some $150 million. Ferlauto says the resulting outcry helped end Nardelli’s career at Home Depot. And it inspired a surge of shareholder activism.

This proxy season Ferlauto says at least 75 companies will face so-called “say on pay” resolutions. These would give shareholders a chance to vote on executive compensation packages. The votes are non-binding, meaning directors don’t have to listen. But Ferlauto says shareholders in Britain have had such a vote for several years.

FERLAUTO: And it’s been very successful in promoting better dialogue between corporate managers and the shareowners.

Shareholder activists have been fretting about runaway CEO pay for years. But cases like Nardelli’s and the ongoing stock options back-dating scandal have helped push the issue into the mainstream.

Kent Hughes is managing director at Egan-Jones Proxy Services. The company advises institutional investors. He says mutual funds and endowments used to vote pretty much in lockstep with management. But clients’ growing concern about executive pay prompted his company to change its voting guidelines recently. Hughes says his firm will now recommend that investors protest outrageous pay packages by withholding votes for board members.

KENT HUGHES: This is a case-by-case thing we’re talking about, but we might be willing in certain egregious cases not only to withhold on certain members of the compensation committee, but on members of the entire board or the chief executive officer.

Another factor could make this an especially feisty proxy season. Ralph Ward edits the newsletter Boardroom Insider. He says new SEC rules will force companies to disclose their executives’ total compensation — salary, stock options, severance, everything.

RALPH WARD: Maybe individually those elements looked OK. Now the board has to look at them all added up in one place and a number of boards are having a holy cow moment about that. They hadn’t realized exactly how much they’d put the company on the hook for.

None of these “say on pay” resolutions has passed yet. But sponsors say the few that came up last year won an average 40 percent of the vote. Corporate managers at AT&T and Verizon are concerned enough to have asked the SEC to let them drop the proposals from their ballots this year.

The climate is making David Nosal’s job a bit harder. He recruits CEOs and other executives on behalf of employers. He says job candidates now review their pay packages much more carefully or dodge the scrutiny altogether.

DAVID NOSAL: We’ve seen a shift in leadership from public companies to private companies. Meaning world class CEOs have a higher level of interest in going into the private-company model versus being in the line of fire in a public company.

So how do you lure those world class CEOs back to the public sector? You guessed it: Higher pay. But if shareholders have their way, executives will have to fight for it.

In New York, I’m Amy Scott for Marketplace.

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