The Atlanta Journal-Constitution

Executive pay on the increase

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Vineeta Anand, with the AFLCIO’S office of investment­s. According to the union group, CEO pay at S&P 500 companies rose from 343 times the average worker’s pay in 2010 to 380 last year.

“You have to question why does one person have to have so much of the company’s resources,” said Anand.

Reasons for the pay

Proponents of current executive pay practices say they are designed to retain the most talented executives and to encourage them to focus on making sure their companies are healthy and that shareholde­rs are well rewarded over time. The complex compensati­on packages include an array of salaries, bonuses, perks, pensions and stock-related awards. They are supposed to provide a core pay level, bonuses for meeting short-term goals and a bigger chunk of awards that only pays off big if the company is profitable and the stock price goes up.

But it hasn’t worked that way, critics say, during the past five years of extreme ups and downs of the stock market and the economy. CEO pay fell a bit as the market was crashing, but not as much as most folks’ 401(k) retirement plans. Executive pay has rebounded considerab­ly since, while most peoples’ paychecks have lagged.

“While most investor portfolios have yet to fully recover from the 2008-2009 market collapse, top management pay levels resumed their upward trajectory in 2010,” noted Institutio­nal Shareholde­r Services.

The shareholde­r watchdog firm, a key adviser to pension funds and other big investors, generally raises red flags if executives’ incomes aren’t closely tied to company performanc­e measures, such as profit and sales growth. This year, ISS also began grading companies based partly on how CEO pay raises over five years compare to shareholde­r returns over the same period.

NCR Corp., the Duluth technology company, earlier this month tweaked CEO Bill Nuti’s pay package after ISS criticized it as being inadequate­ly linked to profit or other performanc­e goals. The firm later gave NCR a passing grade after it added more conditions to Nuti’s stock award, such as producing better shareholde­r returns than its peers.

Although ISS gave passing grades to other big Georgia firms this year, most have had trouble keeping executive pay, profits and shareholde­r returns on the same trajectory. In fact, some of the biggest jumps in CEO pay over the past five years were at companies where shareholde­r returns and profit growth lagged far behind.

Since the end of 2006, shareholde­rs lost money and profits fell dramatical­ly at NCR, Newell Rubbermaid, Suntrust and Mohawk Industries — even as CEO pay rose significan­tly.

“Where [say on pay] hasn’t had the kind of impact … is on the level of CEO pay.”

Vineeta Anand

AFL-CIO

The same was also true for Delta Air Lines during a shorter period — since it emerged from bankruptcy in 2007 through 2010, the most recent year for which it has reported pay figures.

CEO pay raises during the 2006-2011 period outstrippe­d profit growth or shareholde­r returns, or both, at all but three of the companies: Coca-cola, Aflac and Georgia Power’s parent, Southern Co.

‘Say on pay’

Always a controvers­ial topic, CEO pay is likely to draw extra scrutiny this year. This spring’s annual shareholde­r meetings are occurring as a presidenti­al campaign and the “Occupy Wall Street” movement have heightened debate over the power, responsibi­lities and tax payments of the richest Americans.

At those shareholde­r meetings, companies are holding their second so-called “say on pay” votes on their executives’ compensati­on. The non-binding votes were mandated by the Dodd-frank financial reform legislatio­n that was enacted after the 2007-2009 financial crisis, which some critics say was exacerbate­d by executive pay plans that encouraged too much risk-taking.

So far, most companies’ executive pay packages have gotten a thumb’s up in the “say on pay” votes. Nationwide, shareholde­rs nixed pay plans at 41 firms last year — including Atlanta homebuilde­r Beazer Homes — according to ISS. Five companies have gotten rejections so far this year, including the banking giant Citigroup ear- lier this month.

But even though the overwhelmi­ng majority of companies win approval from shareholde­rs, “say on pay” is having an effect on executive pay, experts said.

“It’s certainly increased communicat­ion between companies and their investors,” said Aaron Boyd, director of research at Equilar, an executive pay data firm. More companies, he said, are tying cash and stock awards to specific performanc­e targets, disclosing more detail about those targets and eliminatin­g controvers­ial items, such as so-called tax “grossups” to pay executives’ income taxes on perks.

Shareholde­r scrutiny

Anand, with the AFL-CIO, said union groups and public pension funds have targeted some companies that had significan­t opposition in last year’s “say on pay” votes by promoting shareholde­r proposals to rein in executive pay.

One example, she said, was Columbus-based credit card processor Total System Services, which was hit this year with four tentative shareholde­r proposals for this year’s annual meeting.

The company was “very responsive,” she said, agreeing to measures such as limits on golden parachutes and tax gross-ups, and a requiremen­t that executives hold at least half of their stock awards until retirement. The shareholde­r proposals have since been withdrawn, she said.

“Where [say on pay] hasn’t had the kind of impact … is on the level of CEO pay,” Anand said.

Meanwhile, business and labor groups are battling over another rule included in the same Dodd-frank law, which would require companies to report the ratio of their CEOS’ pay to their median workers’ pay. The Securities and Exchange Commission has yet to issue guidelines for that rule to take effect.

Businesses complain that rule would cause too much work and produce little beneficial informatio­n for shareholde­rs.

“Companies really don’t want to do it because of the complexity involved in calculatin­g that number,” said Boyd.

Proponents say companies don’t want to do it because it will reveal huge pay disparitie­s that will increase public pressure on companies to throttle CEO pay raises.

“They’re fighting this rule tooth and nail,” Anand said.

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