Shareholder votes offer check on unjustified CEO pay at S&P 500 companies, study finds

By Ross Kerber

(Reuters) – Compensation for S&P 500 chief executives has soared in recent years even as investors cast more of their advisory “Say on Pay” votes against management, leading to doubts about the ballots’ usefulness.

But a new study to be released on Thursday by activist shareholder group As You Sow makes the case that the votes can in fact limit high pay, at least in cases where it is not matched by solid returns for shareholders.

The conclusion amounts to a warning for corporate directors who will face investor judgements as the springtime annual shareholder meeting season gets under way, amid continued inflation and worker layoffs.

Poor pay designs “eventually come home to roost,” said Rosanna Landis Weaver, a co-author of the annual study of “Overpaid CEOs” widely read by pay experts, especially as some companies award their leaders massive share packages.

Some highly paid U.S. CEOs feel the heat

Topping As You Sow’s list this year is Warner Bros Discovery Inc CEO David Zaslav, who received $246.6 million for 2021, the media company’s most recent disclosure, driven largely by options awarded when it was known as Discovery Inc. 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 insiders’ 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 auto parts maker 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 said in a securities filing it took into account feedback from shareholders, and won support from 92% of votes cast.

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 Zaslav would need to more than 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 vast majority of the headline number is theoretical,” said the spokesman, Nathaniel Brown.

Aptiv representatives did not return messages.

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.

It noted 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.

Average 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 also deliver worse shareholder returns.

Repeat appearances come with lower returns

“It’s not a philosophical debate. They have made investors less money, yet they’ve been paid more,” Herman said.

(Reporting by Ross Kerber in Boston; Editing by Matthew Lewis)