As pay raises increase for Northwest CEOs, so does income inequality

Pay for CEOs who run publicly traded companies is on the rise again, after flattening out earlier this decade.

The average CEO pay for public companies based in Washington, Oregon and Idaho increased 23 percent to $3.59 million last year, according to data collected for The 2015 Seattle Times/Equilar CEO Compensation Study. Leading this year’s list of highest-paid CEOs are Satya Nadella at Microsoft at $84.3 million and Howard Schultz at Starbucks at $21.4 million.

The pay raises came despite greater disclosure, more federal regulation and the constant scrutiny of investors, shareholder-advisory firms, labor unions and public-interest advocates.

That raises questions about the effectiveness of federal policies and whether anyone has grasped fully the dynamics driving CEO pay higher. Some are starting to look for answers in the larger issue of income inequality.

“It seems to be a very, very, very widespread phenomenon,” said Dirk Jenter, an associate professor of finance at the Stanford Graduate School of Business. “Income inequality is exploding in all of these other areas.”

Examples of well-paid elites include attorneys, asset managers, performers and athletes. Many of them win enormous pay packages.

“We see it in practically any profession that requires talent,” said Kevin Murphy, the finance chair at the University of Southern California Marshall School of Business.

Researchers have debated for years what drives executive pay at large corporations. Some say powerful CEOs work the system in their favor. Others say lucrative pay packages are the rational result of a tight labor market for elite managers.

Stanford’s Jenter began studying CEO pay in the 1990s. “I think there are fundamental market forces here,” Jenter said. He believes the dynamics are global and difficult to control.

“You’re fighting an uphill battle,” Jenter said. “You’re fighting the market.”

In the Northwest, pay for public company CEOs is growing faster than for workers. Average annual pay for the CEOs increased 52 percent between 2011 and 2014, the Equilar data show. This bump comes after increasing only 3 percent to $2.35 million between 2010 and 2011, pay data show.

For comparison, the average annual wage for all workers in the Seattle area increased 8 percent to $59,130 from 2011 to 2014, according to the federal Bureau of Labor Statistics.

Some occupations fared much better than others. Computer programmers in the Seattle area saw their average annual wage jump 29 percent to $119,760 during that time frame. Janitors and cleaners, on the other hand, saw their average annual wage creep up 1.4 percent to $29,670.

Public company CEOs operate in a fish bowl. The passage of the Dodd-Frank financial regulation law has dramatically increased the amount of information that public companies must disclose about executive pay packages.

Peter Gleason, president of the National Association of Corporate Directors in Washington, D.C., said the compensation section in proxy statements averages 46 pages. That section is expected to grow as the Securities and Exchange Commission enacts more regulations required by Congress.

Investors rely on the information to monitor pay.

In Olympia, the Washington State Investment Board manages about $106.8 billion for 35 state funds, ranging from public-employee-retirement plans to state industrial insurance. The investment board puts the money into large funds that buy stocks, among other assets.

The agency was concerned enough about executive pay to adopt a policy last year saying CEO compensation should be directly tied to the company’s performance, after finding that CEO pay has “proven to be rife with conflicts and abuse.”

Investment board spokeswoman Liz Mendizabal said, “We take these issues very seriously.”

The investment board uses shareholder-advisory firms to watch pay plans, agency officials said. When a company’s pay package is unacceptable, the investment board works with other public funds to force changes, such as shareholder votes on pay.

But, of the 40 Northwest public companies that disclosed say-on-pay votes before June 10, all but one of the measures passed overwhelmingly.

The lone failure was Portland-based Schnitzer Steel Industries, where a money-losing quarter may have contributed to the shareholders’ unhappiness.

A year ago, investors rebuked Seattle-based Expeditors International by casting nearly 56 percent of their shares against the company’s executive-pay package. Among other things, shareholders thought an $8.3 million bonus for outgoing co-founder, chairman and CEO Peter Rose was excessive.

The company’s board got the message. After meeting with shareholders, the board’s compensation committee made several changes, including adopting a policy that bans retirement bonuses, the company disclosed in a proxy filing.

Expeditors’ directors also paid for Rose’s retirement bonus by cutting an equal amount from the bonus awards available to current executives. As a result, the company said, Rose’s going-away check would have “no cumulative impact on net earnings available to shareholders.”

Shareholders last month rewarded the board with a favorable say-on-pay vote, although it was not resounding. Sixty-six percent of the shares voted “yes.”

Murphy, the USC finance professor, said there’s no evidence that the advisory votes have restrained executive pay, in large part because shareholders are more concerned about performance and returns than they are about CEO pay levels.

For the Seattle-based Worker Owner Council of the Northwest, which has the financial interests of an institutional investor but social interests of a labor union, executive pay is a priority.

“In general, we’re not happy with CEO pay at all,” said Doug Kilgore, the council’s executive director.

Victories usually take years of work and often involve changing the mechanics of a company’s pay package, such as how some companies use earnings per share as a performance benchmark for CEOs. Kilgore said that benchmark is too easily manipulated.

The council urges corporate boards to take a long-term view and pay executives accordingly. That means CEO stock awards based on performance and vested over time, so that executives can be judged on their track records.

For example, the council looked favorably on the decision by Microsoft’s directors to pay new CEO Satya Nadella $79.7 million in stock over seven years.

Directors are increasingly paying their CEOs with performance-based stock awards. “That’s definitely a trend that we’ve seen over the last five or six years,” said Aaron Boyd, director of governance research at Equilar.

Stock now accounts for about 60 percent of a typical CEO’s pay, Boyd said, with about half of the shares dependent on whether the executive meets performance targets set by the board.

Pressure from shareholders and third-party interests was instrumental in persuading corporate boards to adopt more pay packages based on performance, Boyd said. “The financial crisis really brought to light some concerns that people had that individuals would get paid regardless of the performance of their company,” he said.

One such shareholder is the AFL-CIO Office of Investment in Washington, D.C., which wants companies to invest in all of their employees so that the rewards of the economic recovery don’t mostly flow to the top.

“There needs to be moderation in CEO pay,” said Brandon Rees, deputy director of the AFL-CIO’s Office of Investment.

Rees and his colleagues apply pressure by participating in shareholder resolutions and by lobbying federal regulators, among other things. They also appeal to the public by maintaining “Executive Paywatch,” an online database of CEO pay, with a pro-labor message.

But those expecting change will have to wait longer.

“There’s a lot of noise,” Seattle compensation consultant Fred Whittlesey said. “But it doesn’t really matter. The compensation continues.”