2024 Say-On-Pay Votes: 25 Companies Where Shareholders Are Unhappy

by | Apr 17, 2024

Say-On-Pay votes aren’t always just a reflection of shareholders’ view of executive pay, but can also be an indirect way to measure whether shareholders are content with the CEO and company’s performance. In cases where a company’s stock is soaring — think Tesla (TSLA) until recently — shareholders are often happy to overlook what would otherwise seem like outsized pay packages as long as they too are being well paid via stock appreciation. Looking at early 2024 Say-On-Pay voting, we see a mix of both shareholder dissatisfaction with pure pay and those with broader concerns being mirrored in their Say-On-Pay vote.

In the table below, we list 25 companies that have 90% or less support from shareholders for the executive compensation plan put forward in their latest proxies and then voted on at this year’s annual meeting. In almost half the cases lower support on the say-on-pay vote is accompanied by lower support for directors (see the “Avg Vote FOR Directors” column) — a clear reflection of overall dissatisfaction with the company’s direction and performance. Not surprisingly, at these companies TSR tends to be poor and the average director ratings (more on Boardroom Alpha Director Ratings here) are low as well — both signs of company mismanagement leading to underperformance and, rightly, shareholder discontent.

In other instances, such as Lennar (LEN) or TransDigm Group (TDG), you’ll see companies that are performing well, but shareholders have concerns about the level of pay. In the case of TransDigm, CEO Kevin Stein received a 27% pay boost bringing him from to $23.85M up from $18.7M the year before. $20M of that is performance-based stock options that the company believes rewards executives for performance delivered and still ties them to long-term company performance. Almost 85% of TransDigm CEO pay is based on options which is significantly higher than their peers at 19%. Interestingly, in 2023 TransDigm brought in a new compensation consultant, Exequity, (they previously have used Meridian and Veritas) to provide fresh guidance on pay and how to meet shareholder interests.

Similar to Transdigm, Fair Isaac (FICO) saw CEO pay jump, but in this case from $18.9M to a whopping $66M, again driven by performance based awards. Compensia helped FICO, but shareholders were displeased with pay despite strong performance and only voted 58% FOR. They will have some serious work to do for 2024 if they want to bring pay inline with what shareholders expect to see.

Quick Reads

Early 2024 Say-On-Pay: Shareholders Vote Their Discontent

Ticker Company Vote / Pay
Filing
1/3/5
Yr TSR
Vote FOR Pay CEO Pay Avg Director Rating Avg Vote FOR Directors Activist Vulnerability Compensation Consultant
A AGILENT TECHNOLOGIES INC View -1%
5%
76%
89.3% 2023: $16.0M
2022: $16.6M
2021: $16.0M
B 88.4% LOW Semler Brossy
ABIO ARCA BIOPHARMA INC View 63%
-4%
-43%
81.4% 2023: $.4M
2022: $.4M
C 85.3% LOW
ADI ANALOG DEVICES INC View 3%
26%
86%
72.3% 2023: $25.5M
2022: $22.1M
2021: $30.8M
C+ 97.4% ELEVATED Pearl Meyer & Partners
AIM AIM IMMUNOTECH INC View 9%
-77%
-93%
36.8% 2023: $1.1M
2022: $1.4M
C- 69.2% LOW Steven Hall & Partners
ALCO ALICO INC View 13%
2%
10%
85.6% 2023: $.8M
2022: $1.3M
2021: $.8M
B 88.3% LOW Semler Brossy
ANIX ANIXA BIOSCIENCES INC View -47%
-36%
-26%
75.3% 2023: $3.6M
2022: $2.2M
B- 98.2% LOW
AZEK AZEK CO INC View 83%
-3%
78.7% 2023: $5.3M
2022: $4.4M
2021: $5.5M
C 97.4% LOW Frederic W. Cook
DIS WALT DISNEY CO View 14%
-39%
-13%
78.5% 2023: $31.6M
2022: $24.2M
2021: $32.5M
C 90.6% HIGH Pay Governance
EMKR EMCORE CORP View -74%
-95%
-93%
76.8% 2023: $1.2M
2022: $2.3M
C- 83.0% HIGH Compensia
ENTA ENANTA PHARMACEUTICALS INC View -58%
-70%
-83%
79.3% 2023: $7.9M
2022: $7.3M
2021: $5.3M
C 82.5% HIGH Alpine Rewards
FCEL FUELCELL ENERGY INC View -55%
-90%
-70%
44.5% 2023: $4.8M
2022: $2.5M
2021: $3.6M
D 88.6% HIGH Meridian
FICO FAIR ISAAC CORP View 65%
117%
314%
58.3% 2023: $66.3M
2022: $18.9M
2021: $19.4M
A- 93.4% LOW Compensia
GFF GRIFFON CORP View 135%
191%
320%
86.6% 2023: $13.1M
2022: $14.3M
2021: $19.7M
A 97.0% LOW Gallagher
HEI HEICO CORP View 18%
47%
100%
63.5% 2023: $15.4M
2022: $9.1M
2021: $9.0M
A- 91.7% LOW
HOLX HOLOGIC INC View -11%
-1%
60%
78.9% 2023: $15.6M
2022: $14.3M
2021: $14.7M
C 94.7% ELEVATED Pearl Meyer & Partners
JEF JEFFERIES FINANCIAL GROUP INC View 37%
48%
167%
70.9% 2023: $26.1M
2022: $56.9M
2021: $28.9M
B- 90.4% LOW Pearl Meyer & Partners
LEE LEE ENTERPRISES INC View 2%
-57%
-59%
65.5% 2023: $1.3M
2022: $2.3M
C 76.9% LOW Korn Ferry
LEN LENNAR CORP View 47%
55%
216%
79.0% 2023: $72.9M
2022: $40.5M
2021: $68.0M
B+ 94.4% LOW Frederic W. Cook
LMNR LIMONEIRA CO View 9%
12%
-12%
82.6% 2023: $3.7M
2022: $2.0M
2021: $1.3M
B 79.0% LOW Pearl Meyer & Partners
MCRB SERES THERAPEUTICS INC View -89%
-97%
-91%
64.1% 2023: $3.2M
2022: $4.0M
D 63.3% HIGH Alpine Rewards, Aon
MRIN MARIN SOFTWARE INC View -48%
-73%
-91%
83.4% 2023: $.7M
2022: $.8M
D 85.5% HIGH Compensia
MWA MUELLER WATER PRODUCTS INC View 16%
14%
57%
78.1% 2023: $4.6M
2022: $4.8M
2021: $5.5M
B 93.4% ELEVATED Farient Advisors
RJF RAYMOND JAMES FINANCIAL INC View 32%
47%
126%
83.2% 2023: $34.9M
2022: $17.6M
2021: $13.7M
B 96.9% ELEVATED Pay Governance
SANM SANMINA CORP View 3%
39%
81%
79.7% 2023: $14.9M
2022: $16.8M
2021: $14.5M
C+ 94.6% LOW Exequity
TDG TRANSDIGM GROUP INC View 69%
109%
218%
68.8% 2023: $23.8M
2022: $18.7M
2021: $21.5M
A- 95.1% LOW Exequity

Recent Analysis

Daily SPAC Update – May 24, 2024

QRDO To Liquidate at $10.96. ShoulderUp Extends with 1.1M Redemptions. BFAC Extension Vote. Churchill Investor Deck. DIST Merger Agreement.

Daily SPAC Update – May 23, 2024

MAQC + Immersed Inc. Deal Terminated. GPAC Deal Vote Set. IVCB Extends w/ 2.1M Redemptions. CVII Investor Deck. PWUP Redemption Agreement.

Subscribe to Boardroom Alpha Newsletters

Subscribe to Boardroom Alpha's research to receive the latest on governance, SPACs, and people.

Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon. 

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.  

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by BA that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.  

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.