Shareholders Turn the Tables on CEOs

05/10/2012 11:45 am EST

Focus: MARKETS

Howard Gold

Founder & President, GoldenEgg Investing

With even institutional investors now joining in denying top executive pay packages, the quest for accountability may be entering a new phase, writes MoneyShow’s Howard R. Gold, also of The Independent Agenda.

For years, as imperial chief executives ran publicly traded companies as personal fiefdoms, a quiet rebellion has brewed among shareholders who are supposedly those CEOs’ bosses.

Now it may be breaking out for real.

Recently, shareholders have dealt blows to excessive compensation at several major companies on both sides of the Atlantic. Large minorities of shareholders voted against pay packages of CEOs at Barclays Bank (BCS) and Credit Suisse (CS).

In the UK, CEOs of newspaper publisher Trinity Mirror (TNMRF), pharmaceutical company AstraZeneca (AZN), and insurer Aviva (AV) quit after angry shareholders gave thumbs down to their compensation.

But the shot heard ‘round the world was the vote last month by shareholders of Citigroup (C) against the $15 million compensation the board of directors had awarded CEO Vikram Pandit. Some 55% of the shares voted against the deal, the first time we’ve seen a majority reject a pay package at a major financial institution.

The vote wasn’t binding, but the message was clear: We’re mad as hell and we’re not going to take it anymore.

Meanwhile, under shareholder pressure, Chesapeake Energy’s (CHK) directors stripped co-founder Aubrey McClendon of his chairman’s title after it was reported that he had $846 million in personal loans secured by a 2.5% share of wells owned by the company.

McClendon also ran a hedge fund that speculated in energy markets, and he’s agreed to pay back $12 million the company spent on his private map collection a few years ago.

In the past, McClendon would have toughed it out as other moguls like Armand Hammer at Occidental Petroleum (OXY) once did. And can anyone imagine a majority of Citigroup shareholders voting against the pay package of the great empire builder himself, Sandy Weill?

So, something has changed, and the Financial Times calls the movement the “shareholder spring.” Unlike Occupy Wall Street, it’s a thoroughly capitalist uprising by shareholder owners against the top managers who are supposedly the stewards of their wealth, but who too often look out for No. 1.

And it’s just getting started.

“We’re on the brink” of a major change, said Nell Minow, co-owner and board member of GMI Ratings, which monitors and rates corporate governance standards.

“Something important is evolving. We’re not quite there yet. Each year there have been significant steps in the right direction,” said Minow, a veteran of the battle for shareholders’ rights.

She said there were about 30 or so “no” votes on CEOs’ pay last year, but nothing anywhere near the size of the Citi rebellion. And this wasn’t just Ma and Pa Shareholder—big institutions, which were reluctant to join the fray in the past, had to have gone along.

“For a vote like this…to receive a majority, many financial institutions must have also voted their shares to protest the package,” corporate governance expert Bruce Kogut wrote in an e-mail.

Kogut, a professor at Columbia and director of the university’s Sanford C. Bernstein & Co. Center for Leadership and Ethics, called the Citi vote “a major eye opener that is bound to make boards think more carefully about how they decide and communicate executive pay packages.”

Remember, besides the $15 million the bank plans to pay Pandit this year, he also was awarded $23.2 million in a separate “retention” package. And to get Pandit on board in the first place, Citi spent $800 million of shareholders’ money to buy his hedge fund Old Lane Partners in 2007—only to write off $202 million and shut the fund the following year.

Pandit had no experience in commercial banking when he took the helm of one of the world’s largest financial institutions. Nonetheless, he easily filled the shoes of Charles "we’re still dancing” Prince, Weill’s handpicked successor, whose chief accomplishment was making his mentor look good.

And in many ways Pandit has done a good job accepting $45 billion in government money, then recapitalizing the bank to pay off taxpayers and steering Citi through treacherous regulatory waters back to profitability. He also was paid only $1 a year during the crisis years of 2009 and 2010, so there are far worse greed heads on Wall Street.

Read Howard’s take on how Wall Street is finally getting its comeuppance.

Next: An Alpha Wildcatter with Off-the-Charts Risk Tolerance

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McClendon of Chesapeake Energy is another story. Unlike the caretakers who get paid a fortune to fill top jobs at long-established companies, he’s a genuine entrepreneur, who with partner Tom Ward built Chesapeake from nothing into a natural gas juggernaut.

But he’s always pushed the envelope. Forbes called him “the most reckless, the alpha wildcatter with an off-the-charts risk tolerance.”

So risk tolerant he may have lost $550 million from a forced sale of Chesapeake stock following a 2008 margin call. His handpicked board felt his pain and awarded him a $75 million bonus in 2009, which he could invest alongside his own capital in a 2.5% stake in every well Chesapeake drilled.

But natural gas prices have plummeted, and Chesapeake’s board disclosed that McClendon had taken out more than $1 billion in personal loans against his drilling interests. McClendon has agreed to wind down his well participation by June 2014. The SEC and IRS are investigating.

Read Howard’s commentary on why oil and gasoline prices have probably peaked.

These are both poster boys for a much bigger problem—consistently overpaying CEOs who don’t deliver market-beating performance, but get compensated as if they’re rock stars.

In 2010, American CEOs made as much as 325 times the average worker’s salary; in Europe the multiple is 15 to 22 times. Are American CEOs overpaid or European CEOs shortchanged? You decide.

Read Howard’s four reasons why many US jobs won't come back soon and take the poll at The Independent Agenda.

The comparison with entertainers and sports stars is ludicrous. Entertainers are uniquely talented people who have proved their commercial appeal on the charts and at the box office. Some athletes are overpaid, but unless they continue to perform at high levels, their fat contracts won’t be renewed.

I believe most CEOs are great corporate politicians who know how to get to the top, but add little value once they’re there. That’s where shareholders come in, to keep executives’ and boards’ feet to the fire.

Now they have tools to do that. The much-maligned (often for good reason) Dodd-Frank Act instituted “say on pay” votes for public companies, at least giving shareholders a voice.

In the UK, shareholders have had say on pay for years. Banker bashing and class envy are as British as fish and chips, and the Brits’ antipathy to bankers and overpaid executives may lead the UK to adopt a new law making shareholder votes binding on these issues.

Nell Minow thinks shareholders should have veto power over executive compensation here, too. “After all, it’s their investment,” she told me. “Who’s in a better position to [evaluate]performance—the investors or hand-picked board members?”

“The whole idea of capitalism,” she continued, is the division between “the people who have the capital and the people who use the capital.” Only an independent, fully functioning board can assure that shareholders’ money is allocated wisely.

“Say on pay will have an effect on driving boards to be more transparent in setting pay,” wrote Kogut in an e-mail. “The bigger question is whether it can drive the debate on who governs the public corporation and for whom.”

That won’t be settled for a while, but for now more shareholders are watching, which may keep boards and CEOs on their toes. And that, my friends, is progress.

Howard R. Gold is editor at large for MoneyShow.com and a columnist at MarketWatch. Follow him on Twitter @howardrgold and read his coverage of politics and the global economy at www.independentagenda.com.

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