Georgia CEO’s pay plummets after years of shareholder complaints

Most of Clarke’s payouts weren’t guaranteed and were tied to the performance of Fleetcor, which supplies employee fuel cards and credit card-like services for tolls, lodging and other work expenses.

Fleetcor board members wrote in a filing this week that they took into account shareholder input and reduced Clarke’s 2018 compensation to roughly that of peer companies. His pay sank by 85 percent.

“Our goal is to be responsive, but also to balance that feedback with future changes while ensuring continued, strong company performance,” the board’s compensation committee wrote in its latest filing.

It also praised Clarke for being “a critical catalyst in driving the company’s outstanding performance.”

Fleetcor shareholders had been deeply critical of executive payouts in the past. The company lost three consecutive shareholder advisory say-on-pay votes, which pass at most businesses.

Last year, only 14 percent of Fleetcor shareholders approved of the company’s executive pay, the worst showing of any S&P 500 company that year, according to Semler Brossy Consulting Group, an executive compensation adviser.

Some of Fleetcor’s investors want more changes.

Two shareholder proposals are up for vote at the company’s June 12 annual meeting. One pushes for a new limit on what to include in the company’s financial results when determining executive pay. The other would allow the company to recoup compensation from an executive in the event of misconduct or the company having to change previous major reports of financial results.

Fleetcor’s board is fighting both proposals. The first, it said, would limit the compensation committee’s flexibility. The second, it concluded, is vague, inflexible and unnecessary.

The company recently announced plans to move its headquarters to Buckhead.