Every day it seems there is another outcry over excessive executive compensation at public companies. This year, for the first time, public companies are disclosing ratios of CEO compensation to median employee compensation, and both the media and politicians are quick to highlight pay ratios in excess of 1,000-to-one as evidence of everything that is wrong with executive compensation.
Yet these complaints have a certain air of unreality to them, in that they don’t account for the clearly expressed views of the people who presumably care the most: stockholders. Stockholders have been casting non-binding “say-on-pay” votes on executive compensation for years now, and the data is unambiguous: stockholders overwhelmingly approve public companies’ executive compensation programs. According to a June 6, 2018 report by Semler Brossy, in 2018 stockholders have approved 98% of executive compensation programs submitted for a vote, most often by very wide margins. Seventy-seven percent of companies received approval percentages over 90%, and 92% received favorable votes over 70%. Out of nearly 1,500 say-on-pay votes, only 32 companies failed to reach 50% approval. According to a February 13, 2018 report from Willis Towers Watson, average say-on-pay support during the period from 2011 to 2017 varied only a little, from a low of 89% in 2012 to a high of 91% in 2015 and 2017. Moreover, anecdotal evidence suggests that some stockholders cast negative votes on say-on-pay not because they disapprove of the company’s executive compensation but rather to express dissatisfaction with some other aspect of the company’s corporate governance; to some extent, then, “real” approval rates may be even higher.
When the Dodd-Frank Act was passed in 2010 in part to mandate that public companies conduct regular say-on-pay votes, commenters thought that companies might struggle to obtain approval. The opposite has been true, and it is now fairly reasonable for most companies to expect that stockholders will overwhelmingly approve their compensation programs. The votes are so lopsided that one might begin to wonder whether stockholders enthusiastically vote for approval because they can’t believe executives work for so little. That conclusion flies in the face of conventional wisdom, but the data is otherwise hard to explain.
Say-on-pay votes are non-binding and therefore have no direct impact on executive compensation. A failed vote, or a low favorable vote, simply sends a message to the compensation committee to rethink the company’s compensation program. Since it is literally just as easy for investors to cast a “no” vote as a “yes” vote, the message to most compensation committees would seem to be “keep up the good work.”