Opposition to CEO Pay Increases Could Bring Record Votes Against Pay in Coming Proxy Season

As You Sow today released its seventh annual The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? report, focusing on how pension and financial fund managers hold companies accountable for excessive compensation.

Key Takeaways:

• The list of the 100 Most Overpaid CEOs contains many repeat offenders. These companies have performed significantly worse than companies that have never made the list. 
• The level of shareholder opposition to excessive CEO pay continues to grow. When only institutional votes are considered, the number of S&P 500 companies that failed to receive majority support more than doubles, going from 6 to 15.
• In advance of the upcoming proxy season, investors are focused on whether COVID-based adjustments are appropriate to CEO pay packages. Investors and advisory firms have made it clear that they will evaluate pay packages in the context of how shareholders and employees have fared during the pandemic.

Top 10 Most Overpaid CEOs*:

1. Sundar Pichai: Alphabet Inc. 

2. David M. Zaslav: Discovery

3. Larry J. Merlo: CVS Health   

4. John C. Plant: Howmet Aerospace Inc

5. Robert Iger: Walt Disney Company

6. Miguel Patricio: The Kraft Heinz Company

7. Robert H. Swan: Intel Corporation

8. Alan B. Miller: Universal Health Services

9. Sheldon Adelson: Las Vegas Sands Corporation.

10. Lachlan Murdoch: Fox Corporation

*The pay packages evaluated were those where votes were cast prior to June 30, 2020. In some cases, CEOs presented here no longer hold that position. 

Quotes from our experts:

Rosanna Landis Weaver, Executive Compensation Program Manager at As You Sow and report author:

“Over the seven years we’ve been doing these reports we’ve been pleased to see increased opposition to excessive CEO pay from many funds. This year we looked at the votes in a new way. We discovered that dual class stock and insider ownership can sometimes mask the true extent of shareholder opposition. And — perhaps not surprisingly, some companies that are most insulated from the will of all shareholders — have some of the most overpaid CEOs.”  

Robert Reich, professor, author, and former U.S. Secretary of Labor, and co-founder of Inequality Media:

“Amid a global pandemic that decimated the economy, billionaires — CEOs among them — have seen their wealth skyrocket. Meanwhile, as this report notes, worker wages now represent a lower share of the economy than almost any time since the 1940s. This crisis of inequality makes action on CEO pay all the more important. Measures to consider include the wider usage of a voting process and the largest financial managers, such as BlackRock and Vanguard, more firmly exercising their shareholder power to rein in excesses. Corporations with overpaid CEOs should also take steps to support increasing the minimum wage.”

Tracy Stewart, manager of Corporate Governance Research at State Board of Administration of Florida:

“Pay is important because it serves as a marker of board function. Is the pay level appropriate? Are the incentives well designed? The answers to these questions tell you whether directors are doing their job of oversight, or whether they’re abdicating their role as our agents to the whims of executives. Pay is truly an insight into the function of the board. And disclosure of the metrics and incentives is key to investors’ ability to understand the thinking within the boardroom. That’s why we are so focused on compensation votes.”

R. Paul Herman, CEO and founder of HIP (Human Impact + Profit) Investor Inc.

“Overpaid CEOs underperforming has been an unfortunate recurring theme in our report with As You Sow year after year. This year, we show that the nine most-recurring S&P 500 firms with the most overpaid CEOs — including Comcast, Discovery, and Disney — gain only one-third (35%) of the annualized total shareholder return of those S&P 500 firms never on the list: (1.95% per year versus 5.61% per year between Feb. 28, 2015 to Dec. 31, 2020).  Investors could have avoided these lagging shareholder returns by excluding the firms that were excessively overpaying their CEOs. Those companies could have redirected that compensation to fairer pay for workers, funding R&D, or dividends for shareholders.”  

To learn more about As You Sow’s work on CEO pay, click here.