Meagre rewards for workers, exceptionally rich pay for CEOs

(NYTIMES) – Even in a gilded age for executive pay, 2020 was a blowout year.

A comprehensive survey of the 200 highest-paid chief executives at public companies conducted for The New York Times by Equilar, an executive compensation consulting firm, revealed some of the biggest pay packages on record, and showed that the gap between CEOs and everybody else widened during the pandemic.

Alexander Karp, the chief executive of Palantir, a data mining company that gets over half its revenue from government contracts, was the highest paid CEO at a publicly traded company, with compensation worth US$1.1 billion.

Based on hundreds of company filings, the survey found that only 13 female CEOs made the top 200 list. Lisa Su, CEO of Advanced Micro Devices, a computer chipmaker, was the highest paid woman, with compensation of US$40 million, but ranked only 40th overall.

DoorDash, the food delivery company that relies on gig workers, and whose business ballooned as diners ordered in during the pandemic, awarded Tony Xu, its CEO, compensation worth US$414 million. That put him in second place in the survey.

In third, with compensation valued at US$370 million, was Eric Wu of Opendoor, a digital platform for buying and selling homes that, like DoorDash, became a public company only last year.

Six of the biggest earners made it onto Equilar’s ranking of people with the 10 largest pay packages of the last decade, topped by Elon Musk of Tesla, who was awarded US$2.3 billion in 2018.

The class of 2020 crashed another elite club: Eight of the top-earning executives got compensation last year worth more than US$100 million. In 2019, only one earned more than that; in 2018, five did.

CEOs pulled further ahead

The gap between the C-suite and the rest grew bigger, too.

CEOs in the survey received 274 times the pay of the median employee at their companies, compared with 245 times in the previous year. And CEO pay jumped 14.1 per cent last year compared with 2019, while median workers got only a 1.9 per cent raise.

“While Americans were cheering on the workers who were keeping our economy going, corporate boards were busy coming up with ways to justify pumping up CEO pay,” said Sarah Anderson, global economy director at the Institute for Policy Studies, a progressive think tank.

Last year’s colossal awards sprouted from a well-developed corporate compensation culture, in which boards, consultants and executives preach the gospel of “pay for performance,” which typically links CEO compensation to the company’s stock price. But this approach can lead to enormous payouts if stocks go up. The S&P 500 returned nearly 18 per cent in 2020, including dividends, and CEOs reaped handsome rewards. But the question is, how much do they really deserve?

“They are emphasising performance equity awards so much and ignoring how big they are,” said Michael Varner, director of executive compensation research at CtW Investment Group. “This is one of the chief culprits of the continuing rise in executive pay over the decades.”

No track record as a public company? No big deal, if you’re CEO.

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Palantir, DoorDash and Opendoor only began trading on the stock market last year. All three reported big net losses and their stocks are trading below recent highs. Yet the boards of all three companies granted the CEOs tremendous compensation packages.

When boards grant big packages like these, most of the pay comes from stock awards, which are often built so the executive reaps gains only if certain objectives – like stock price targets and revenue numbers – are met. But if the bar is set low enough, chief executives may soon sit on outsized gains.

The conditions set by Palantir’s board for Karp’s 2020 long-term equity award have put him in a very good position. The options and stock have an estimated market value of US$2.8 billion, most coming from options, which are in the black when Palantir stock exceeds US$11.38. With the stock now at US$24.67, the options show a US$1.9 billion market gain. There are no price hurdles for restricted stock in the package, most of which, like the options, he receives over the next 10 years.

In its proxy statement, Palantir, which declined to comment, said senior executive compensation was “designed to attract, retain, and motivate our leadership team in a highly competitive technology talent market while simultaneously aligning executive interests with those of our stockholders.”

The compensation figures in the Equilar survey amount to a snapshot in time, using particular accounting rules, based on a vast array of corporate financial filings through April 30. But the ultimate value of the executive pay packages may end up being far higher than the numbers cited by individual companies, especially if their stock prices rise.

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Price hurdles may be too easy

In November, the board of IAC/InterActiveCorp, an Internet and e-commerce company, granted Joseph Levin, its CEO, a long-term stock award valued at US$184 million, making him the fifth highest-paid executive last year.

The reward is dependent on stock price targets. IAC’s price has already risen enough for him to qualify for two-thirds of the stock. Asked whether the hurdles had been set too low, the company noted the award’s 10-year vesting period: “Mr. Levin has not yet vested into any shares. These prices need to be sustained or improved for 10 years for Mr. Levin to achieve the full award,” it said.

DoorDash’s board appears to have given Xu a harder price challenge. Corporate filings value his award at more than US$413 million. For him to get the first of nine bundles of shares in the award, DoorDash’s stock has to average 185 per cent or more of its initial purchase offer price over a 180-day period. The stock is now more than 18 per cent below that level.

But fulfilling the award’s conditions could lead to a staggering payout. The first batch of stock alone would be worth nearly US$100 million at the target price. To get the entire award, the stock would have to rise to 500 per cent of the IPO price. If achieved, at the final target price, the total stock award would be worth over US$5 billion.

Whatever happens to the 2020 stock award, DoorDash has already made Xu a rich man. His current DoorDash stake is worth roughly US$2.8 billion.

“DoorDash is a relatively young company with an ambitious vision for what it can do for merchants, consumers, Dashers and communities,” the company said in an e-mailed statement. “Building the next phase will be as challenging as creating what we have thus far, and the board has structured Tony’s compensation to maximise the incentive towards those long-term goals on behalf of our stakeholders.”

Some rewards are given away

A hard-to-earn stock award may lose much of its incentive power if a CEO gets a separate grant with few strings attached at around the same time. That happened at Opendoor.

Wu of Opendoor got a large stock grant for 2020 that is dependent on hitting stock price targets, some of which are well above the current price.

But the company disclosed in a filing that he also received a separate stock grant – one without price hurdles. That stock, which vests over four years and is not included in his 2020 total compensation figure, is worth over US$90 million at current prices.

The company declined to comment on the arrangement but pointed to a filing, which said its compensation program was designed to “attract and retain highly qualified executives” and “allow employees the opportunity to be owners in the company.”

Shareholders can try to vote no

Shareholders cannot easily stop companies from granting rich executive compensation packages, but since 2011 those able to vote (mutual fund shareholders cannot vote directly) have been able to express their disapproval through advisory “say on pay” proxy votes.

Opponents of pay packages scored notable victories in such voting at Starbucks and General Electric this year. While “say on pay” votes are nonbinding, shareholders can also vote against company-supported directors.

Amazon’s pay comes into sharper focus

Until now, Amazon has rarely featured in CEO pay rankings because Jeff Bezos, its founder and one of the richest people in the world by virtue of his roughly US$170 billion stake in the company, has taken relatively little in annual compensation. His pay as CEO of US$1.7 million last year was 58 times that of the median employee, a relatively low ratio.

But the reality is that the median Amazon employee, who made US$29,007 last year, is paid well below the US$80,833 received by the median employee in the Equilar survey. The Amazon pay ratio is low only because of Bezos’ modest annual compensation.

What’s more, Amazon’s median pay rose only US$159 from 2019, although the company did supremely well in the pandemic, posting a hefty increase in sales and an 84 per cent increase in profits.

Now, though, Bezos is stepping down as CEO, to be replaced in July by Andrew Jassy, currently head of the company’s web services business. Last year Jassy earned US$35.8 million, or 1,234 times that of the median worker. His new employment contract, when it appears, could reveal even higher compensation.

In a statement, Amazon said that for employees in the United States, where the company has three-fourths of its workforce, median pay was US$37,930 last year, up from US$36,640 in 2019.

“Of the 400,000 employees who joined Amazon in 2020, 60 per cent now make more than in their previous jobs, and 45 per cent were unemployed before joining the company,” the company said.

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