Shareholders Say Yes To Executive Pay Plans

Review Tracks Advisory Votes at TARP Firms

If investors were furious over executive bonuses, that anger failed to materialize in the ballot boxes at this year's annual meetings.

A review of votes on executive pay packages at firms that received billions of dollars in federal bailout money shows that shareholders have overwhelmingly approved compensation plans, including at banks that doled out handsome rewards to management even as share prices plunged.

On average, 88.6 percent of votes cast at 237 firms that have disclosed results were in favor of management, according to an analysis by David G. Wilson, a securities lawyer at Waller Lansden Dortch & Davis who focuses on corporate governance matters. No pay package was rejected.

Some governance experts are questioning the effectiveness of "say-on-pay" votes -- a key tool being touted by the Obama administration and lawmakers for reining in runaway executive compensation. Critics point to the results as evidence that many shareholders lack time and resources to analyze complicated pay plans or have little faith in a nonbinding vote that companies have no obligation to act upon.

Supporters of say-on-pay votes counter that investors simply need more time to get comfortable with the process. Such votes, they argue, should promote meaningful dialogue between shareholders and corporate boards over the next several months as companies begin to set bonuses for 2009.

First-Time Mandate

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.

Evolving Efforts

They also note that the votes, while advisory, have promoted increased dialogue between shareholder and compensation committee members of corporate boards in places such as Britain. 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."