This was the proxy season when bank shareholders were supposed to make their presence known in a big way.
It came at a time when banks have put enough miles between themselves and the financial crisis that their survival is no longer in question. Proxy season arrived as bank boards authorized a median 16% hike in CEO pay for 2011, even as bank stocks lost an average of 23% of their value over the year and were among the market's worst performers.
This was also the first proxy season when investors had had a full year to consider how to respond to the Dodd-Frank Act's so-called say-on-pay provision. The shareholder votes are nonbinding, but in today's politically charged environment they carry a moral weight that few corporate directors—much less bank directors—are likely to shrug off easily.
So how did bank investors respond? For the most part, with strong support for the pay packages that bank boards proposed to hand out to CEOs and other senior executives.
"The shareholder revolt against banker pay seems to havefizzled out," is how theHuffington Postput it.
That result will come as a surprise to some, given the public ruckus around how, and how much, bankers are paid. On the streets, of course, the Occupy Wall Street movement sought to use shareholder meetings to further their populist cause. More than a dozen protestors werearrestedinside Wells Fargo's (WFC) San Francisco shareholder meeting. In New York, police reported that a number of bank branches received envelopes containing a harmlesswhite powderalong with threatening messages.
Governance experts had their gripes, too. Paul Hodgson,a senior research associate at the corporate governance and data firmGMI Ratings, has been studying executive pay for 16 years. Hodgson faults bank directors for hiking top executives' salaries under pressure from the government during the height of the Trouble Asset Relief Program, then failing to ratchet them back down amidthe return of big performance-based pay packages, among other sins. Kenneth Feinberg, the former Tarp special master,warnedbankers that those who ignore the program's guidance do so at their own peril. His successor,Patricia Geoghegan, echoed asimilar sentiment.
The militancy extended in several notable instances to shareholders and their advisors. Proxy advisory firms Institutional Shareholder Services and Glass Lewis bothrecommendedthat investors reject pay packages at Citigroup (NYSE:C), Bank of New York Mellon (BK), Huntington (HBAN), FirstMerit (FMER) and Associated Banc-Corp (ASBC). Citi ultimately received the most high-profile black eye when 55% of its shareholders gave athumbs-downto CEO Vikram Pandit's proposed package.
More notable than the agitation, however, was how relatively isolated and muted it proved to be. At Fulton Financial (FULT), investors took issue with a $1.3 million "cash retention award" for chairman and chief executive officer Scott Smith,who plans to step down in seven months. Yet ISS recommended that Fulton investors approve Smith's total pay package, which it said was one-third lower than the average pay for comparable companies and "reasonably aligned" with shareholders' interests. In the end, 91.7% of Fulton investors voted in favor, which was up slightly from the previous year.
Numbers for the broader banking business tell a similar story. Of the132 bankscovered in American Banker's voting scorecard, 94 have reported voting tallies so far. Only three of them—Citigroup, FirstMerit and Sterling Bancorp (STL)—have failed to receive majority pay votes in favor of their proposed pay packages.
Industry observers often cite anything below a 70% favorable vote as a sign of trouble; by that measureonly sevenout of the 94 banks reporting so far have come up short.
For those institutions, the good news is thatroad to redemptionwith shareholders is well trodden. As our Executive Compensation report notes, four small banks that last year were rebuked over pay amended their packages and fared far better with their investors this time around.
Rather than revolution, we may be witnessing evolution here.
Neil Weinberg is the editor in chief ofAmerican Banker.The views expressed are his own.
