Money Matters - Simplified

In Say on Pay, Timing May Be Everything

The Dodd-Frank Act for financial reform included new requirements in the realm of corporate governance, including "say on pay" and "say when on pay" votes. Until now, we haven't been sure how companies would navigate this changing landscape, but a handful of businesses are now providing intriguing early indications.

 

RiskMetrics Group posted data it has culled from 2011 proxy statements pertaining to corporate recommendations on how often say-on-pay votes should be held. The prevailing response so far: Companies want to keep shareholders quiet on the issue for as long as possible.

Time to forget
You might assume that that most companies would hold these non-binding votes on executive compensation every year. You'd be wrong.

Quite a few of the companies RiskMetrics highlighted recommended voting on pay every three years. Here's the list:

  • Johnson Controls
  • Monsanto (NYSE: MON)
  • Emerson Electric (NYSE: EMR)
  • Costco
  • Accenture
  • Ashland (NYSE: ASH)
  • Sally Beauty Holdings (NYSE: SBH)

Granted, some companies publicly support annual votes on the issue, including Visa (NYSE: V), Beazer Homes, Torvec, and New Jersey Resources (NYSE: NJR).

Spam maker Hormel (NYSE: HRL) supports biennial votes. It said a vote on pay every two years "strikes the right balance between having the vote too frequently with an annual vote and being less responsive to stockholders with a vote every third year."

Three may not be shareholders' lucky number
There's no small irony in the concept of corporations defending triennial votes defended for the sake of long-term thinking. Too many companies' executive pay policies don't seem to take that same long-term view when doling out pay raises to the top brass.

Too little say on pay may also help to explain why CEO pay soared to 263 times that of the average worker in 2009, from just 42 times that of the average worker in 1980. Skyrocketing CEO pay has gone unfettered and unchallenged by shareholders, and execs' exorbitant paychecks too often reflected short-term performance benchmarks (if they reflected any meaningful benchmarks at all).

In that light, any shareholder could be forgiven for suspecting that corporate boards' preference for three-year gaps between pay votes stems from a desire to bolster pay levels in the near term, and worry about long-haul shareholder displeasure later.

In that regard, hurray for Hormel for pointing out that a vote every three years would be "less responsive to shareholders." To my way of thinking, annual votes would be most responsive. But it comes as no surprise that too many companies will likely try to keep shareholder voice at a minimum for as long as possible.

Shareholders may be gaining more of a voice as CEO issues continue to evolve. Still, it seems that many corporate managements remain in favor of a gag order for as long as possible.

Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on corporate governance.

 

© 2010 UCLICK L.L.C.