Probably the most-heard complaint about big business these days, one seemingly tailored for the 99 percent, is how much money corporate C.E.O.’s routinely pull down. Many ordinary Americans probably cheered when stockholders — that is, the people who actually own public companies — finally began to say, “Enough.”
Despite a lot of noise from shareholders and a few victories at big names like Citigroup and Hewlett-Packard, executive pay just keeps climbing.
Yes, some corporate boards seem to be listening to shareholders, particularly on contentious issues like the seven-figure cash bonuses that helped define hyperwealth during the boom. Since the bust, corporate America on the whole has moved to tie executive pay more closely to long-term performance by skewing executive paychecks more toward restricted stock, which can’t be sold for years.
But rewards at the top are still rich — and getting richer. Now that 2011 proxy statements have been filed, the extent of executive pay last year has finally become clear. Median pay of the nation’s 200 top-paid C.E.O.’s was $14.5 million, according to a study conducted for The New York Times by Equilar, a compensation data firm based in Redwood City, Calif. The median pay raise among those C.E.O.’s was 5 percent. (The full list is available here.)
That 5 percent raise is smaller than last year’s. But it comes at a time of stubbornly high unemployment and declining wealth for many ordinary Americans. Even corporate pay experts say that this is hardly the kind of change that will quell anger over the nation’s have-a-lots by the have-lesses, particularly in an election year.
“The bigger issues are there, still to be worked on, and those are the more difficult ones,” says Eleanor Bloxham, the chief executive of the Value Alliance, a firm in Westerville, Ohio, that consults on corporate pay. Corporations are changing pay practices, Ms. Bloxham says, but not enough: “There is too much hype and too little substance.”
The latest list of the most richly rewarded executives expands on a preliminary survey Equilar put together for The Times in April, before many companies had submitted final regulatory filings for 2011. While the earlier study showed the median pay package rising 2 percent from 2010 to 2011, the final figures put the increase at 5 percent.
The list has many familiar names, like Lawrence J. Ellison of Oracle ($77.6 million) and Leslie Moonves of CBS ($68.4 million). But a number of executives from smaller companies also landed near the top. Discovery Communications had about a tenth the revenue of Oracle last year, but gave its C.E.O., David M. Zaslav, $52.4 million, the sixth-largest pay package in corporate America, according to Equilar.
Because the list includes only the C.E.O.’s of public companies, it does not capture the many billions that have been earned by top hedge fund managers and private-equity dealmakers in recent years. But even in the more narrow universe of public companies, the complete Equilar study shows that there was not one, but two executives who had nine-figure paydays last year — the first time that has ever happened, according to Aaron Boyd, Equilar’s head of research.
David E. Simon, the top executive at the Simon Property Group, was the second-highest paid C.E.O. last year, with $137 million. He joined the exclusive nine-figure niche occupied by Timothy D. Cook, who succeeded Steve Jobs at Apple. Mr. Cook received a package valued at $378 million. The pay of both Mr. Simon and Mr. Cook were bolstered by one-time rewards that the companies said would not be repeated, and that are tied to future company performance.
In Mr. Simon’s case, this was a stock package that will be distributed over eight years that was worth $132 million when granted last year. Like Mr. Cook’s bonus, it has already gained substantially in value.
While Apple shareholders overwhelmingly approved Mr. Cook’s compensation, Simon Property investors lopsidedly rejected Mr. Simon’s pay package at the annual meeting in May, with 73.3 percent voting against it, according to Institutional Shareholder Services. But such votes aren’t binding. That means companies can do as they want, whatever shareholders say.
The fact that there were votes at both companies shows the new power that investors have seized. Despite opposition from corporate America, the Dodd-Frank legislation mandated that public companies give shareholders a vote on compensation strategy at least once every six years. Last year brought the first onslaught of such say-on-pay votes, and this year 1,714 companies have already held them, says the consulting firm Semler Brossy. Among those, 45 companies’ pay strategies have been rejected by shareholders, up from 29 last year at this time.
The votes have had immediate impact, pushing many corporate boards to explain to investors how they reached pay decisions, and influencing some companies to rein in golden parachutes like the ones Hewlett-Packard gave its last two chiefs.
To address criticism that C.E.O. pay has become untethered from company performance, companies have been giving more bonuses in restricted stock that can be sold only if an executive manages to increase revenue or the stock price. An Equilar survey of all companies in the Standard & Poor’s 500 index shows that the median amount of stock awarded to C.E.O.’s rose 10.7 percent from 2010 to 2011, while cash awards fell 6.8 percent.
Ira T. Kay, a managing partner at the consulting firm Pay Governance, said companies had set “hard goals” for executives that explained why they “are so motivated to run these companies very well.” He gives these pay packages some credit for the performance of American corporations, which have recovered faster from the financial crisis than the overall economy. “Maybe it has caused some issues between the 1 percent and the 99 percent,” he said. “But it has certainly made for a very strong corporate sector in the U.S.”
Still, the votes against the pay packages at companies like Simon Property also underline some of the hollowness of the shareholder initiatives. Investors get a vote on pay only after the numbers have been set by corporate boards. And, because the votes are nonbinding, they carry only the sting of possible embarrassment.
After its meeting, Simon released a statement saying executives “value” shareholders’ input and that its compensation panel “will take their views into consideration as it reviews compensation plans.”
MORE important, shareholder votes often take on companies where executive pay is out of line with industry norms. They don’t address the fact that even companies using the norms have raised C.E.O. pay faster than the wages of average employees.
Charles M. Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware, said the sharp rise in executive pay was a result of the practice of setting C.E.O. compensation by looking at what other companies in the same industry are doing, then adding a bit. The additions are intended to ensure that executives stay put. The Simon Property Group said the bonus offered to Mr. Simon “is intended to ensure that one of America’s best C.E.O.’s will lead the company until at least 2019, when Mr. Simon will be 58 years of age, rather than pursuing other employment opportunities.”
But Mr. Elson said that the fears of chief executives jumping ship were misplaced, while the steady rise in executive pay had damaged corporate morale, causing employees to ask, “Why should I kill myself to get a 2 percent raise if the C.E.O. is going to get a 20 percent raise?”
Equilar used a different method than it had in past years to compile its list of C.E.O. pay for The Times, focusing on the top-paid executives at all public companies, rather than just those at the 200 largest ones. This change revealed that many of the highest-paid executives were at smaller companies. Indeed, 89 of the 200 executives worked at companies that were too small to make the list for 2010 pay.
The smallest company, by revenue, on the new list is Akamai Technologies, with sales last year of $1.1 billion — or 0.2 percent of sales at the largest, Exxon Mobil. While Exxon paid its C.E.O., Rex Tillerson, $25.2 million, Akamai paid its chief, Paul Sagan, $11.9 million. Nearly all of it was in stock awards and options, but it faced opposition by Institutional Shareholder Services, which advises investors.
Akamai fought back, writing a letter in which it argued that the big award was necessary to persuade Mr. Sagan to stay on after he had indicated a desire to retire. Some 52 percent of the company’s shareholders ended up supporting the pay package.
Mr. Kay, at Pay Governance, said critics of current C.E.O. pay underestimate the willingness of executives to leave their positions.
“Could you pay them a little less?” he asked. “I think you could.” But he added: “You are dealing with board members that don’t want to lose their C.E.O., and they buy insurance by paying at the industry standard.”