The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

March 1, 2022

Say-on-Pay: Investors Still Don’t Like Time-Based Mega Grants

Recently, the Financial Times reported that proxy advisor ISS would recommend an “against” vote for Apple’s say-on-pay resolution this Friday – due to concern with the $82 million in stock awards that CEO Tim Cook received last year. According to this CNN article, ISS took issue with a lack of performance criteria for a portion of the award & what it views as inadequate disclosure on whether future awards will be granted. ISS also dislikes the size of this mega grant, even though it’s the first award that Cook has received since 2011.

Over the weekend, Norges Bank – which operates Norway’s $1.3 trillion sovereign wealth fund and has a policy to publish voting instructions 5 days before a portfolio company’s shareholder meeting – also said that it would vote against the pay package (and support 4 of 6 shareholder proposals). Regarding say-on-pay, Norges says:

A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration.

Apple’s management is getting love from some notable shareholders, though. I blogged yesterday on TheCorporateCounsel.net that Warren Buffett is in favor of rewarding Mr. Cook for the tech company’s performance. Berkshire Hathaway owns 5.56% of Apple’s outstanding shares – more than the Norwegian sovereign wealth fund.

Liz Dunshee