Wells Fargo

Proxy statement: 3/17/2015

Meeting date: 4/28/15

Wells Fargo CEO John Stumpf received total compensation of $21.4 million in 2014, which includes $4 million in non-equity incentive pay, as well as $2.1 million in increase in value of deferred compensation and pension.  Stumpf’s salary of $2.8 million was among the highest 15 of companies in the S&P 500.

For the most part companies tend to restrict salary to a small component of total CEO pay, both based on the broadly accepted principle that the primary vehicles for executive compensation should be bonus and equity based, and because of tax laws that prohibit deductibility of the portion of salaries over $1 million.

Wells Fargo’s proxy statement notes that, “In 2014, the Company paid an aggregate of approximately $4.7 million in base salary to its named executives in excess of the combined deduction limit for these executives.”  Why?

The compensation committee says that it “determined that the benefits to the Company and stockholders of achieving the appropriate compensation balance outweighed the non-deductibility of salaries and RSR awards granted in July 2014 in excess of IRC Section 162(m) limits.”  Further, the proxy suggests that the balance is necessary to “reduce undue focus on short-term financial performance at the risk of the Company’s long-term interests.”  One hopes that recent history, common sense, or the equity held by executives might also encourage them to consider the company’s long-term interests.

The compensation committee acknowledges that between the higher-than-deductible salaries and certain incentive grants that do not qualify for deductions, the company forewent approximately $3.1 million in tax benefits “related to the loss of deduction.”  The company then creates a contrived statistic, calculating that figure as a percentage of company income before taxes, as if to dismiss it as a rounding error.

The concern isn’t simply the cost to shareholders at this one company, however, but the problematic practice itself and the influence it has elsewhere.  A critical component of massive increases in executive compensation overall has been the reliance of inappropriate peer comparisons, and fixed components of pay – such as salary – are often used to perpetuate the “all the other kids are doing it” excuse.

In any case, if the company intends to suggest that its tax loss is a pittance, it might also wish to provide perspective as to how little this non-deductible component of salary truly means for the CEO.  In addition to the many millions reported in the summary compensation table, between 2014 and 2013 Stumpf realized over $126 million from exercising stock options and vesting of previously awarded shares.  Given this, shareholders may rightly wonder if Stumpf truly needs a salary higher than that of his peers.


Proxy published 3/19/2015

Annual meeting: 5/4/2015

Daniel Amos, who has been CEO of AFLAC for nearly 25 years, received total compensation of $15,477,348, including over $6.8 million in change in pension value.  The company’s proxy states that Amos received “a decrease of 51% in total direct compensation for the CEO” resulting from its performance compared to peers. The decline, however, was based in the reduction of his stock grant.

The feature we are taking a closer look at, however, is annual incentive pay, which increased from $4.7 million to $4.8 million in 2014, despite performance issues. This payment was 335% of Amos’s annual salary, significantly above a target level of 220% of salary.

How did executives achieve an increase in bonus when many performance factors decreased? The answer is available in comparing data from two years of proxy statements. The targets for 2014 (designed, according to the proxy statement, to be achieved 50% to 60% of the time) were below the actual achievements in 2013 in several categories. For example, the rate of operating return on shareholder equity (excluding foreign currency effect) was 25.8% in 2013. The target set for 2014 was 20%, and the actual rate was 22.9%. So even though year over year operating return was down, this metric of the annual incentive plan paid above target.

The board is forthright in its acknowledgement that CEO and President/CFO recommend to the Compensation Committee the specific performance objectives and their ranges. Likewise the proxy statement notes that, that in establishing 2014 MIP objectives, it “considered certain headwinds […] that pressured expected EPS growth, direct premium growth and pretax operating earnings growth in Japan. Therefore, these objectives were lower than the prior year.”

Headwinds can be real and targets should be achievable. There may be situations where in order to retain key executives it is necessary to lower the bar. However, it is both unseemly and unnecessary at a company where the CEO is related to the founder and the family has special voting rights (and where – in another aspect of the proxy worthy of critique – Amos’s cousin, John Shelby Amos, received compensation of over $4 million in his role at a newly created position at the company).

United Technologies

Proxy released 3/13/2015

Louis Chênevert resigned as Chairman and CEO in November 2014, and then-CFO Gregory Hayes became the new CEO. With the promotion he received an increase in salary to $1.3 million, and increased the target for his annual bonus to 165% of salary. The Compensation Committee also increased his 2015 long-term incentive grant (made up of 165,500 SARs and 39,500 PSU) to $8.03 million in order to better align his award with that of peer company CEOs.

In addition to the change in CEO, there were several compensation changes made in 2014. Beginning with Performance Share Units (PSUs) granted in January 2015, the company will cap payouts at 100% of target if UTC generates a negative total shareholder return (TSR) over the applicable three year performance period even if relative TSR exceeds the target. Relative TSR is a useful metric, but can allow high payment for an executive even when the larger market suffers. Shareholders, of course receive no such insulation. Certainly an executive should still get salary for the work they perform, but should performance shares vest at target if the stock price has declined?

In another change, effective beginning with PSUs granted in 2014, TSR threshold payout level for PSUs was increased from 0% to 50%.   This change was made “to better align with market practices.” It should be noted that performance share units vest based 50% on an earnings per share goal, and 50% based on relative TSR targeted at the 50th percentile of the S&P 500. PSUs granted at the start of 2012 vested at 90% of target, based on 0% relative TSR vesting and 180% EPS growth vesting. It is not immediately clear whether the new threshold definition would have resulted in a high PSU payment, but one suspects that it may have.

Finally, regarding the EPS target, it should be noted that large buybacks, such as the one UTC has announced, can effect EPS not by increasing earnings, but by reducing the number of shares in the denominator.


Proxy released 3/13/2015

Of the proxies we’ve looked at so far this year, Pfizer is the company that has made the most positive changes to its compensation plan. It replaced restricted stock awards with additional performance share awards. Beginning in 2015, equity awards to executives will be “fully performance-based and will be delivered as 50% in Performance Share Awards (PSAs) and 50% in 5- and 7-year Total Shareholder Return Units (TSRUs).” This 5-7 year range more closely aligns with the longer term interests of shareholders.

In addition, it made adjustments to its peer groups. Of the companies seven removed, four, including Walt Disney and Time Warner, appeared in our 100 overpaid CEOs list.

The company offers thorough and thoughtful disclosure of its financial metrics, and the enhanced disclosure is one of the improvements it cites. One concern we note was that the targets for 2014 revenue and cash flow from operations were actually set below the 2013 results. Setting new goals lower than what was achieved in the past is generally problematic, but also generally invisible (or difficult to assess) to shareholders. The clear disclosure is to Pfizer’s credit, and we note that that CEO Ian Read’s annual incentive declined year over year. Total disclosed compensation was up from the prior year to $23,283,048, in part due to the over $5 million change in pension value.

Lockheed Martin

Proxy released 3/13/2015

CEO Marillyn Hewson’s total disclosed compensation increased to $33,687,442, an increase largely based on the change in pension value of $15.8 million. Hewson also received over $7 million in non-equity incentive compensation. Of this, the company reports that $4.78 million was her annual incentive, and $2.27 million was paid under a long-term incentive plan.



Proxy released 3/12/2015

Total disclosed compensation for Honeywell CEO David Cote is up by more than $4 million, for a total of $29,142,121. A major component of the increase: compensation offered under the rubric of retention for a CEO approaching retirement. In 2014, the board approved a special retention agreement of performance stock options with a grant date value of $5 million, as well as renewing a letter agreement he had with the company. Why the extra incentive? Cote agrees to remain employed with the company through December 31, 2017. Cote, who is 62 years old, also agrees that he will provide “a defined transition period prior to his retirement.” This could be seen as a lack of proper attention to succession planning. A board should have always have in plan a thorough succession plan, in case the CEO is hit by the proverbial truck or more likely private jet. Certainly, as an executive approaches retirement age there should be a particular focus on looking ahead. Perhaps Cote’s retirement package is so lucrative – with a pension valued at $55 million and deferred compensation balance of $113,231,240 – that the board feared he would retire early? If so, more money does not seem to be the answer.

Cotes was also awarded a $5.5 million bonus under ICP awards rather than the much more common form of bonus most company’s use, the tax advantage non-equity incentive grant.


Proxy released 3/13/2015

Despite the high increase in pension value change we are seeing broadly this year, total disclosed compensation for Goodyear’s CEO Richard Kramer declined slightly since last year to $17,853,097. One notable change: beginning in 2014, slightly over half of Kramer’s long term incentive target will be paid in cash rather than equity.


Proxy released 3/13/2015

Total reported compensation for CEO James McNerney was $28,861,921, an increase over the prior year. A major change, which became effective in 2014, was replacing time-based stock options with performance-based restricted stock units that pay out based on Boeing’s three-year total shareholder return as compared to a group of peer companies. The equity grant value is close to the combine option and restricted stock value of the prior year. Non-equity incentive compensation is $14.4 million, ($4.4 million based on annual, $10.0 based on long-term); and the change in pension value was over $5 million.

Abbott Laboratories

Proxy released 3/13/2015

The total disclosed compensation for Abbott’s CEO Miles White is down from the prior year. The value of stock awards and option awards are both significantly lower, while salary has remained the same and non-executive incentive pay was reduced, and total disclosed pay was reported as of $17,732, 241.

The Abbot proxy, however, is an example of why the summary compensation is not the only table worthy of focus. In the 2014 Options Exercised and Stock Vested column, one can see that t White realized nearly $9 million on the exercise of Abbot stock, and $15 million in the exercise of AbbVie stock. In addition, he realized $7.78 million through shares acquired on the vesting of Abbott RSUs, and $6.4 million of shares acquired on the vesting of AbbVie stock. These figures total over $36 million dollars, more than twice the pay reported in the summary compensation table.

It has become the fashion at some companies to disclose “realized pay” when stock price declines or other performance issues result in lower than expected payments in equity. One rarely sees the reverse: while it is much more common for executives to reap windfalls, these tend not to be highlighted by the company.

Another proxy table shows that White holds several million additional options. These include 438,000 options each for both Abbott and Abbvie that expire in February 2016 and have a strike price of $21.21, less than half of Abbott’s current stock price. Shareholders should continue to monitor these when evaluating pay at Abbott.


Proxy released 3/12/2015

Near the very beginning of the proxy statement, in a purported “question and answer” with CEO Muhtar Kent, the company announces Kent’s decision to forgo his annual incentive. Kent says that based on the “difficult but necessary decisions as we implement our strategic actions to accelerate growth” and in view of the work that still needs to be done, he “respectfully requested” forgoing the bonus. (Elsewhere in the proxy the board estimates his bonus would have been $2.5 million.)

Despite this choice, Kent’s Total Disclosed Compensation for Coca-Cola CEO Muhtar Kent was up year-over-year to $25,224,422. The increase was largely on the strength of the changes to pension value: that figure alone was more than $7 million. The other component of pay that increased was Kent’s option grant: 2.38 million shares with an estimated grant date value of $9.3 million.