The largest U.S. public pension fund is taking a tougher line over executive compensation.
The California Public Employees’ Retirement System voted against pay programs this year at 43% of the 2,145 U.S. public firms it owns stakes in, up from 18% in 2017, the system said on Sept.17.
One reason is closer scrutiny, said Simiso Nzima, investment director for corporate governance. In past years some firms may have received a passing grade despite a degree of misalignment between pay and company results, he said.
“Over one, two or three years, performance might look good, but over 10 years, the relationship sometimes just isn’t there,” Nzima said by phone. “We are not against management getting paid” as long as shareholders see long-term returns.
Among the companies receiving “Against” votes were Weight Watchers International Inc., which awarded CEO Mindy Grossman $33.4 million in her first year on the job, and Tesla Inc. after it proposed a stock-option grant to CEO Elon Musk that could yield him billions if the firm multiplies in size.
While shareholder votes on compensation plans are merely advisory, poor outcomes can be a blemish for directors concerned with their reputation, and help fuel activist campaigns. Most U.S. firms routinely get more than 90% support.
Calpers, which for years has talked with companies about topics it considers important, also voted against 438 directors at 141 companies where engagements centering on a lack of diversity among board members “did not result in constructive outcomes.”
In June, the system amended its governance principles to emphasize the board’s responsibility to disclose efforts to prevent harassment and any settlements involving executives or directors, and develop policies to claw back compensation if such misconduct occurs.
Calpers, based in Sacramento, has about $350 billion under management and serves 1.9 million public employees, retirees and their families.
By Anders Melin