Like many of you, my mailboxes, physical and electronic, are filling with proxy statements as companies plan their annual shareholder meetings. And, each year, executive compensation seems to attract a greater level of attention in these proxies and meetings. For example, in 2001, ExxonMobil dedicated nine pages and slightly more than 3,000 words to the compensation committee’s report; the associated proxy filed in April 2011 dedicated 28 pages and 12,000 words to this same topic. This year, because of the Wall Street Reform and Consumer Protection Act of 2010 (better known as the Dodd-Frank Act), shareholders will vote on how frequently they will be asked to approve executives’ future pay packages (“say on pay”).
The questions are simple: Are shareholders getting their money’s worth? Are executives making too much? While many shareholders complain when a CEO draws an eight-figure compensation package, many of these same individuals enjoy movies and sporting events where actors and athletes are compensated in a similar manner, regardless of their performance. Viewed in a different way, from January 1, 2010 through December 31, 2010, Apple’s stock price increased by $130 per share and Apple had 900 million shares outstanding. During 2010, this translates to an increase in shareholder value of $117 billion. If Steve Jobs had a hand in creating that value, shouldn’t he be rewarded? (Interestingly, he only received $1 of compensation in each of 2008—2010.)
There is no correct answer to the two questions posed above. Markets exist for top talent, whether in business, entertainment, or athletics. If top talent creates value for shareholders, that talent should be compensated accordingly. Markets, however, are not perfect. Based on performance, some executives are overpaid and others underpaid. What is clear is that shareholders will have a more public forum to express their thoughts.