It’s not easy to be a good listener if you don’t like the message, especially when it’s something like: “Stop blowing our money.”
For example, there's a publicly traded company in Gwinnett where the board of directors continues to lavish pay on its CEO at a rate that would make the bosses of much larger Fortune 500 companies blush, as I pointed out in a recent column.
But now, for a second time in a row, Fleetcor Technologies’ shareholders have overwhelmingly expressed their displeasure, a remarkably rare occurrence in corporate America.
At the latest annual meeting for the company in the Peachtree Corners and Norcross area, investors overwhelmingly voted "no" when asked by the board to give non-binding approval to the compensation packages for top executives including long-time CEO Ronald Clarke.
Shareholders did the exact same thing three years ago, the last time they were offered such a vote.
Fleetcor’s board apparently didn’t listen well enough that time. What are the chances they’ll put on their good listening ears this go round and act more aggressively on what they hear?
“Failing twice is a call for change,” said Todd Sirras, a managing director of executive compensation consulting firm Semler Brossy. “They need to listen to their shareholders. They need to be willing to consider their shareholders’ point of view.”
Usually, the government-required say-on-pay votes are the ultimate trophies for participating. Something like 99 percent of the votes pass and do so by a wide margin.
So companies really have to go out of their way to blow these things.
Most shareholders probably would rather see fat returns than worry about the details of CEO compensation. They’re capitalists who seem to appreciate the thinking that it takes money to make money.
And then there’s Fleetcor and CEO Clarke.
Big equity
A few years ago, proxy advisor Institutional Shareholder Services concluded he had the third highest compensation in the nation at the time. This year, ISS found that Clarke’s 2016 equity grant alone was “over three times greater than the median total pay of CEOs at the companies similar in size and industry.”
It called his pay "excessive in consideration of its magnitude and design."
Clarke got paid more than the vast majority of Fortune 500 CEOs, including those at Home Depot, UPS, Coke and Delta Air Lines, according to executive research firm Equilar. Which is interesting, because Fleetcor isn’t big enough to be a Fortune 500 company.
He got paid about as much as the CEO of Wal-Mart, which had about 265 times more in sales last year.
Clarke at Fleetcor lined up $21.7 million in compensation last year, according to Equilar. Or $35.8 million if you use ISS’s calculation, which obviously is factored differently.
Fleetcor’s business, by the way, is providing fuel cards, toll cards and other services used by employees of companies and governments.
Its revenue and profits were up last year, but not wildly so. Its stock value declined overall in the last two years, while the broader markets and peer stocks rose.
Not on fire
“This is not a bad performing company,” Sirras, the guy from the compensation consulting firm, told me. On the other hand, he said, “it’s not setting the world on fire with its performance.”
So why are Fleetcor’s directors treating the CEO like a big business MVP?
Neither Fleetcor nor Thomas Hagerty, the chairman of the board’s compensation committee, got back to me on the issue.
(By the way, Metro Atlanta Chamber CEO Hala Moddelmog now sits on Fleetcor’s compensation committee. But give her a pass. She only became a director this spring, long after the Fleetcor CEO’s compensation last year was cooked.)
Directors on compensation committees are in a constant balancing act between the risks of overpayment and underpayment for CEOs, said James Tompkins, a professor at Kennesaw State University who has researched such things.
He told me he’s asked some what keeps them up at night. While they worry about being in the spotlight for high CEO pay, “they are more worried about the risk of underpayment” and the risk that a strong CEO will walk for a better financial offer, he said.
I’m betting that’s one thing they don’t have to fear at Fleetcor.
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