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Title
Boardroom INSIDER
Description
The most explosive shareholder issues for proxy season 2006 have all touched on excessive CEO pay, notes the June issue of online governance monthly Boardroom INSIDER.
From the loud "withhold" vote campaign against directors who approved Pfizer CEO Hank McKinnell's pay plan; to Home Depot's explosive May 25 annual meeting, where chief Bob Nardelli ignored shareholder questions on his hefty compensation; to the Exxon AM where shareholders protested outgoing chair Lee Raymond's huge retirement package, "all the real proxy fireworks have involved CEO pay" writes BI publisher and business commentator Ralph Ward.
But there is a bigger, more disturbing question, he writes: "is the current corporate board structure even capable of making tough calls on CEO pay?" He notes that directors who pop up in a meeting and suggest that an underperforming CEO be paid less "are as common as unicorns," and that all the carrots and sticks directors face encourage them "to push pay in one direction -- up." Directors "face no real consequences if they overpay CEOs, especially if they rationalize it as somehow good for shareholders."
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