"If we are thinking of this as a capital allocation question, then we're allocating capital to the CEO for a particular purpose. Are we getting better performance, or are we just getting wealthier CEOs?" That's a question Adam Kanzer, Head of Stewardship for the Americas at BNPP AM, asked at a CtW Investment Group-sponsored webinar last December—and according to As You Sow's seventh annual "The 100 Most Overpaid CEOs" report, a majority of shareholders believe we're mostly just getting wealthier CEOs. As in past years, As You Sow's report utilized data from Institutional Shareholder Services (ISS) to evaluate CEO pay at all S&P 500 companies. Data provided by HIP Investor was also used in order to provide a statistical regression model that computed what the CEO's pay would be, assuming such pay would be related to cumulative total shareholder return over the previous five years. After using this formula to calculate the amount of excess pay a CEO receives, As You Sow adds data ranking companies by what percent of company shares voted against the CEO's pay package. For this year's report, a new calculation from Insightia used only the votes of institutional investors, which, according to As You Sow, "gives a more accurate indication of where institutional investors are most dissatisfied, most starkly in cases where insiders own a particularly large portion of stock or there are dual class shares." One of the takeaways from this year's report is apparently a constant all seven years running: Larger fund managers often support a CEO's higher pay. Many of these managers operate passive funds that invest in every company within an index, the report explains, regardless of whether the company is run well or not. Consequently, they do not sell their shares in that company even if they find something wrong with it. Their only options are to vote against the CEO's pay package or to vote against re-electing some or all members of the board of directors. As You Sow says BlackRock is not only the largest financial manager but also the one with the worst record for voting against CEO pay packages. BlackRock voted against only 8 percent of the CEO pay packages in As You Sow's report, and against only 2.2 percent of the packages in the S&P 500. However, over 50 pension funds voted against the pay of more than half of the CEOs on the most overpaid list. Many of those are international funds, but opposition has also increased at many pension funds in the U.S., according to the report. Moreover, the pandemic may have led to a reckoning on the subject of CEO pay, as some investors have indicated a willingness to reevaluate those pay packages in light of how employees and shareholders have fared due to COVID-19. See our slideshow above for 2021's top 20 most overpaid CEOs according to As You Sow, and click here for the full report.
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