Investor pushback on remuneration plans at U.S.-based companies has been relatively static compared to 2022 with an average 9.2% opposition recorded by Insightia’s Voting module. In this new Compensation feature, we highlight some of the biggest stories from “say on pay” votes this proxy season.

Largest increase in support

CenterPoint Energy’s “say on pay” proposal won 82.6% support at its April 21 annual meeting this year, up from 22% in 2022. Last year, investor groups had raised concerns over retention grants made to the company’s CEO, David Lesar, and a lack of justification behind one-off payments made to its executives. Since then, Lesar took a 63% reduction in granted compensation, dropping from $37.8 million to $13.9 million.

After failing to win support from proxy advisory giants Institutional Shareholder Services (ISS) and Glass Lewis, JPMorgan Chase faced nearly 70% opposition to its executive compensation proposal at the banking group’s 2022 annual meeting. At JPMorgan’s May 16 annual meeting, however, support for its latest “say on pay” proposal was nearly 60 percentage points higher, winning just over 90% of the vote. JPMorgan CEO Jamie Dimon saw both his total granted pay fall by 59% in the period, while his realized compensation fell by 51%. While Dimon’s 2021 realized compensation accounted for over 50% of all company executives’ pay, his latest compensation accounts for just 37%.

Residential construction company D.R. Horton faced almost 73% opposition to its 2022 “say on pay” proposal following a 58% year-on-year increase in CEO David Auld’s pay and criticism from investors over a failure to provide meaningful pay caps. D.R. Horton investors were far more satisfied with the company’s most recent executive compensation proposal, which received 85.3% support at its January 18 annual meeting. Auld’s granted and realized compensation both fell between 2021 and 2022, by 8% and 26%, respectively.

Tech giant Intel Corporation received nearly 66% opposition to its compensation plan in 2022, with its compensation committee also encountering pushback. In 2023, both its “say on pay” proposal, and the reelection of its compensation committee members gained significant support, with each related resolution winning over 90% of the vote at its May 11 annual meeting. While CEO Patrick Gelsinger’s realized compensation increased by 20% between 2021 and 2022, his total granted compensation dropped by 90% to $11.6 million.

Booking Holdings’ executive compensation proposal won 87.8% support at the leisure company’s June 6 annual meeting, a considerable climb from the 31.7% support won in 2022. Investors had raised concerns over the links between pay and performance, and the subjective nature of performance metrics. In 2023, concerns were fewer, with the company making adjustments to the number of time-based awards in its compensation and CEO Glenn Fogel taking a reduction in both granted and realized compensation. Fogel’s granted pay fell by nearly 43% between 2021 and 2022, while his realized pay fell by over 10%.

Highest levels of opposition

Simon Property Group faced nearly 90% opposition to its executive compensation plan at its May 4 annual meeting. The company was criticized by investors for presenting a compensation plan that was both excessive and would bear a significant cost to investors. The plan included a $28-million cash bonus awarded to company CEO David Simon, one of the largest one-time bonuses ever paid to a U.S. executive. Simon saw his granted and realized compensation rise significantly between 2021 and 2022, by 240% and 279%, respectively.

ProLogis’ “say on pay” proposal was met with 72.6% opposition at the real estate investment trust’s (REIT) May 4 annual meeting, with Legal & General Investment Management (LGIM) citing concerns over the “skyrocketing ” value of outperformance awards to Chairman and CEO Hamid Moghadam. Moghadam’s granted and realized compensation rose by 93% and 18%, respectively, between 2021 and 2022, with his latest granted package of $48.1 million being 403 times larger than the compensation paid to the median ProLogis employee.

At a May 25 special meeting, activist target Illumina saw almost 86% of its shareholders vote in opposition to the company’s executive compensation plan. Investors took issue with “concerning pay practices” and a failure by the board to provide a convincing rationale to support its decision to award discretionary compensation. Between 2021 and 2022, Illumina CEO Francis deSouza’s granted pay nearly doubled, rising by 86% from $14.3 million to $26.8 million.

Netflix faced majority opposition to its executive compensation plan for the second year running as writers continued their strike action for better pay. The Writers Guild of America West encouraged the vote against, arguing that a vote in favor would be “inappropriate” during the strike, with the proposal ultimately facing over 71% opposition at the streaming giant’s June 1 annual meeting . Netflix encountered 73% opposition to its “say on pay” plan in 2022.

CME Group’s executive compensation plan also fell short of majority support for the second year running. The executive compensation proposal faced 67.8% opposition at the May 4 meeting, a slight decrease on the 76.7% opposition it faced in 2022. However, opposition towards the reelection of the CME compensation committee increased, with its members losing between 18 and 37 percentage points of support compared to last year. While CME CEO Terrence Duffy did not receive a notable increase to his granted pay between 2021 and 2022, his realized compensation rose by 22% to $22.3 million.

For more on this topic, see Insightia’s in-depth on “say on pay” trends here.