Survey Critical of ‘Say on Pay’ Draws Fire

By Staff Report

Sep. 11, 2008

Institutional investors may not be as monolithic as believed when it comes to their views on executive compensation.

At least that would seem to be the take-away conclusion of a study of 20 of the 25 largest U.S. institutional investors. That survey found that more than half of the respondents oppose “say on pay” proposals.

Only a quarter of the institutions were in favor of such proposals, in which shareholders make nonbinding votes on whether they support or oppose an executive’s compensation.

The results come as something of a surprise, considering that influential shareholder advisory firms RiskMetrics and Glass Lewis back say on pay. Likewise, the Council of Institutional Investors, which represents 130 public, labor and corporate pension funds, approved a policy in March 2007 recommending that all companies voluntarily adopt say on pay.

But one of the executives at the polled institutions, all of whom chose to be anonymous in the study, said: “I think [say on pay] is ridiculous. I don’t get it. If you don’t like [the executive’s pay package], then don’t invest in the company. Go somewhere else.”

While some of the largest top institutional investors—including Vanguard, Fidelity Investments and T. Rowe Price—took part in the phone survey, other large institutions, such as the California Public Employees’ Retirement System, did not.

“There are nuances that often get lost in the day-to-day reporting” of these issues, said Tim Bartl, general counsel at the Center on Executive Compensation, which commissioned the study and helped draft some of the questions. “These findings are more contrary to [union and pension] statements.”

Maybe. But supporters of say on pay contend that the study is biased because of the involvement of Bartl’s group, a newly formed association that represents executives in the compensation debate and is funded by the Human Resource Policy Association.

Rich Ferlauto, director of corporate governance and pension investment at the American Federation of State, County and Municipal Employees, said the center is a “front group” for defending excessive pay.

“Big Business must see the writing on the wall from Congress that there will be legislation to curb abusive pay practices next year, so they are out to undermine the growing view that action must be taken,” he said.

The study’s author, Kevin Hallock, a human resources professor at Cornell University, said the responses seem to indicate institutional investors are more willing to engage in direct dialogue with companies over disparate pay than to support say-on-pay proposals.

“Most of these guys are not worried about [executive compensation],” he said. “Although some vocal groups have a more formalized view of it.”

Other survey findings sure to tick off shareholder rights groups: About three-quarters of the investors had no real concerns about current levels of executive pay, and less than half said they think compensation consultants should be independent.

Filed by Nicholas Rummell of Financial Week, a sister publication of Workforce Management. To comment, e-mail

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