May 22, 2013

Pay for CEOs changes, but still at a peak

Typical compensation was $9.7 million in 2012, up for the third straight year, as critics pressed for reforms.

The Associated Press

CEO pay has been going in one direction for the past three years: up.

The head of a typical large public company made $9.7 million in 2012, a 6.5 percent increase from a year earlier that was aided by a rising stock market, according to an analysis by The Associated Press using data from Equilar, an executive-pay research firm.

CEO pay, which fell for two years straight during the Great Recession but rose 24 percent in 2010 and 6 percent in 2011, has never been higher.

But the numbers don't tell the whole story. After years of pressure from corporate governance activists unhappy about big payouts, many companies have revamped their compensation formulas. They have awarded a bigger chunk of compensation in stock to align pay more closely to performance, become more transparent about how compensation decisions are made, and in some cases promised to claw back pay from fired executives.

Shareholder activists say the changes are a step in the right direction, yet they argue that CEO pay is too high and that there is still too much incentive to focus on short-term results.

The highest-paid CEO was Leslie Moonves of CBS, who made $60.3 million. He beat the second-place finisher handily: David Zaslav of Discovery Communications, who made $49.9 million. Five of the 10 highest-paid CEOs were from the media and entertainment industry.

For the fourth year in five, health care CEOs received the highest median pay at $11.1 million, and utility CEOs had the lowest at $7.5 million. The median value is the midpoint; half the CEOs in that group made more and half less.

The median pay for women CEOs was higher than it was for men -- $11.2 million compared with $9.6 million -- although only 3 percent of the companies analyzed were run by women. Irene Rosenfeld of Mondelez International, the snack giant that was spun off from Kraft Foods last year, was the highest-paid female CEO, taking in $22 million.

The biggest changes in compensation last year came from stock, which increased 17.2 percent, and from stock options, which declined by 16 percent. Over the past five years, the amount of compensation that comes from stock has risen from 31.7 percent to 44.3 percent, while the amount from stock options has fallen from 31.9 percent to 17.6 percent. Shareholders tend to favor stock compensation because it can be tied to metrics such as revenue and earnings, whereas the value of stock options depends only on the stock price.

Salary and perks rose last year, while bonuses fell. As a proportion of total pay, bonuses accounted for 23.8 percent, salary 10.4 percent and perks 3.8 percent.

Companies say they need to pay CEOs well so they can attract the best talent, and that this is ultimately in the interest of shareholders. But shareholder activists and some corporate governance experts say many CEOs are being paid far above what is reasonable or what their performance merits.

Pay for all U.S. workers rose 1.6 percent last year, not enough to keep up with inflation. The median wage in the U.S. was about $39,900 in 2012, according to data from the Bureau of Labor Statistics.

Companies say they are listening to their shareholders' concerns. They point to changes in how CEOs are rewarded that are meant to tie pay more closely to company performance. For example, they're more often linking stock awards to revenue, earnings and share price targets, rather than just handing them out automatically.

"I've never seen an environment where boards take more time trying to get this right," said Charlie Tharp, CEO of the Center on Executive Compensation, an advocacy group that supports corporations.

But changing the pay structure has hardly silenced the critics. They say formulas for stock awards, for example, can drive CEOs to focus on short-term results. And they're eager for the Securities and Exchange Commission to implement a rule required under the Dodd-Frank financial reform law that would force big public companies to disclose the ratio of their CEOs' pay compared with the median pay for their entire work force.

"If you're making $10 million a year, you get into a situation where life isn't real anymore," said Eleanor Bloxham, CEO of the Corporate Governance Alliance, which advises boards.

To calculate pay, Equilar looked at salary, bonus, perks, the potential future value of stock awards and option awards, and other pay that companies have to report for their top executives in regulatory filings each year. This year's study examined pay for 323 CEOs at S&P 500 companies that had filed their shareholder proxies by April 30. The sample includes only CEOs in place for at least two years.

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