Newly announced pay packages for the leaders of media giant Walt Disney Co. (DIS) and electric car manufacturer Tesla Inc. (TSLA) are facing investor opposition. The response is unusual, given that only 1.2% of S&P 500 companies failed to win majority support for their pay resolutions in 2017, according to the data from the proxy advisory firm Institutional Shareholder Services (ISS) and as reported by CNBC.
In a non-binding vote on Thursday, Disney shareholders rejected an executive compensation plan that would give Chief Executive Officer Bob Iger as much as $48.5 million annually over the course of four years, plus an equity grant worth approximately $100 million. Last year, Iger, who has been at the helm of the Burbank, California-based entertainment behemoth since 2005 and became chair in 2012, made $36.3 million. The news comes as little surprise given that the executive came in at No. 12 on shareholder advocacy group As You Sow's list of most-overcompensated CEOs this year. Iger's compensation is tied to Disney's planned $52.4 billion acquisition of film and TV assets from Twenty-First Century Fox Inc. (FOX) and various performance targets.
"While we acknowledge the need to retain critical leadership in anticipation of such a significant merger, the magnitude of the special equity grant ($100 million) is excessive," wrote ISS in a January report. Aylwin Lewis, chair of the board's compensation committee, indicated that Iger's continued tenure at Disney is "essential" and "imperative" for the Fox integration. He also noted that shareholder return has grown over 400% under the CEO's watch. (See also: Tesla Will Merge with SpaceX: Nomura.)
A Payout Tied to Lofty Goals
Also on Thursday, ISS recommended Tesla shareholders reject a multi-billion-dollar, 10-year pay package for its CEO, deeming the "unprecedented" award as too high. The merit-based pay package for Elon Musk, the Silicon Valley icon who launched his career as part of the "PayPal mafia" with other visionaries such as Peter Thiel, is tied to the carmaker meeting both market capitalization and operational milestones.
Musk's options will only vest under the conditions that Tesla's market capitalization reaches a whopping $650 billion over the next decade from its current $55 billion. ISS suggests that the CEO's award under the deal could amount to $3.7 billion, though the company is pegging it at $2.6 billion. Some major shareholders, including Baillie Gifford & Co., and T. Rowe Price Group, have indicated that they will back the pay package, considering such a spike in TSLA's valuation would also line the pockets of the firm's investors.
As for Tesla, Musk's pay increase cannot go through without a majority approval from the company's shareholders. (See also: Comcast's $31B Sky Bid Could Start Bidding War.)