THURSDAY MAY 22
Say On Pay Gets No Play

While rampant dunderheadedness and all-around bad luck have cost shareholders of seven large Wall Street companies about $364 billion in stock-market value since prices peaked in 2006 and 2007, here’s why investors remain reluctant to pipe up on executive paychecks.

May 2008

At Citigroup Inc., J.P. Morgan Chase & Co., Merrill Lynch & Co. and Morgan Stanley, proposals that would let investors weigh in every year with a nonbinding vote on compensation got an average of just 37% of shareholder votes, according to the latest tallies. Similar proposals in last year's proxy statements for the same companies got 43% support.

In contrast, shareholder backing of nonbinding say-on-pay proposals at U.S. companies overall so far this year is roughly even with last year, according to RiskMetrics Group Inc., which advises institutional investors.

"The momentum for say-on-pay at financial companies has definitely stalled," says Carol Bowie, head of ISS Governance Institute, a Rockville, Md., unit of RiskMetrics.

Explanations for the laissez-faire attitude toward executive compensation on Wall Street run from investor fixation on the blowups that have destroyed 44% of the seven companies' total market value to reluctance to meddle with how pay and perks are doled out on Wall Street. Despite the staggering losses, some shareholders worry that major pay changes could cause top producers to defect.

Timothy Smith, a senior vice president at Walden Asset Management in Boston who advised shareholders behind a say-on-pay proposal at Goldman Sachs Group Inc. that got 46% of the vote, says the drop in support at companies that had similar measures on last year's proxy is "curious."

But since 2008 is only the second year in which such proposals have been voted on by shareholders at dozens of large companies, it is premature to call the results at any particular company a trend, he says.

"The voting levels, from our point of view, are strong and encouraging," Mr. Smith says. "They are significant signals to companies that many, many investors want this reform instituted."

From 2004 to 2007, top executives at Bear Stearns Cos., Citigroup, Goldman, J.P. Morgan, Lehman Brothers Holdings Inc., Merrill and Morgan Stanley got about $3.63 billion in salary, bonuses, stock grants and exercised options, according to figures disclosed for executives named in their proxy filings and compiled by Standard & Poor's. Part of that was tied to profits on mortgage-related securities that are now haunting the companies. (Bear Stearns is being taken over by J.P. Morgan.)

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