In recent years, compensation for S&P 500 chief executives has soared, even as investors cast more of their advisory Say on Pay votes against management, leading to doubts about the ballots' usefulness.
A new study to be released on Thursday by activist shareholder group As You Sow makes the case that the votes can limit high pay, at least in cases where it is not matched by solid returns for shareholders.
The end of the day is a warning for corporate directors who face investor judgements as the springtime annual shareholder meeting season gets under way, amid continued inflation and worker layoffs.
Rosanna Landis Weaver, a co-author of the annual study of Overpaid CEOs, said Poor pay designs would eventually come to the roost, because some companies award their leaders huge share packages.
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The media company's most recent disclosures, largely based on options awarded when it was known as Discovery Inc., led to Warner Bros Discovery Inc CEO David Zaslav, who received $246.6 million for 2021, the media company's most recent disclosure. Discovery's total shareholder return for 2021 was minus 22%, versus a gain of 29% for the S&P 500.
Discovery Inc had multiple share classes that boosted insider power and voted on Zaslav's pay only once every three years, effectively insulating him from shareholder pressure, Weaver said.
In contrast, she cited cases where critical votes were followed by pay reductions such as at automaker Aptiv Plc, where only 57% of votes cast for or against executive pay favored the $31.3 million paid to CEO Kevin Clark in 2020. The company paid Clark $14.7 million the following year and took into account feedback from shareholders, and won support from 92% of the votes cast in a securities filing.
Warner Brothers Discovery, created last year when Discovery Inc bought AT&T's media assets, has not set the frequency of its pay votes.
A spokesman said that Zaslav would need to double the company's current share price to start to benefit from the one-time options grant that drove his 2021 pay figure and was meant to keep him as leader of the combined company.
The spokesman, Nathaniel Brown, said that the vast majority of the headline number is theoretical.
To rank CEOs as overpaid, As You Sow used criteria including shareholder returns, critical shareholder pay votes and the ratio of CEO to worker pay.
The average share of votes cast against executive pay at S&P 500 companies climbed to 12.6% last year, from 11.7% in 2021 and 10.4% in 2020.
The S&P 500 CEO pay was $18.8 million in 2021, compared with $15.6 million in 2020 and $15 million in 2019 according to HIP Investor, a contributor to As You Sow's report, now in its ninth year.
HIP Investor's CEO, R. Paul Herman, said a pattern is clear from the reports that CEOs listed more frequently as overpaid can cause worse shareholder returns.
It is not a philosophical debate. Herman said they have made investors less money, yet they've been paid more.