As You Sow: Most Overpaid CEOs 2023

As You Sow has released its annual “Most Overpaid CEOs” list for 2023. This is not highest-paid but most overpaid in terms of the value they bring to shareholders. Some of the same names keep turning up, year after year, including Jamie Dimon of JP Morgan Chase (Compensation Committee: Linda B. Bammann, Todd A. Combs, Virginia M. Rometty) and and David Zazlav of Warner Bros/Discovery (formerly Discovery) (Compensation Committee: Richard W. Fisher, Steven A. Miron, Geoffrey Y. Yang).

Highlights of the report (emphasis added):

Total pay for S&P 500 chief executives continues to increase. Multiple studies analyzing pay in a variety of ways come to the same conclusion: CEO pay continues to rise sharply. The average pay of the S&P 500 CEOs in this report was $18,834,100 up 20.9 percent from last year’s average of $15,576,176. The average pay of the 100 Most Overpaid CEOs for this report was $38,192,249, up 30.6 percent from last year’s average of $29,233,020. The median pay for the 100 Most Overpaid CEOs – less influenced by the massive stock awards that inflate pay at the very top – was $23,455,188 representing an increase of 8 percent over the prior year. Mega-grants meant the highest CEO pay packages were higher than ever, with multiple packages with a grant date value over $200 million. Pay in the form of annual bonuses also increased substantially with a 39.3 percent increase over 2020.

The gap between CEO and median worker pay has also increased. According to the AFL-CIO, the chief executives of S&P 500 companies received an average of 324 times that of their median-paid workers, up from 299 times in 2020 and 264 times in 2019. At Amazon, the CEO to worker pay ratio reached 6,474 to 1, with CEO Andy Jassy making $212.7 million in total compensation while the median worker received $32,855.

Shareholder opposition to CEO pay packages continues to grow. Across multiple measures, shareholder rejection of pay packages continues to increase. In the S&P 500, shareholder votes against CEO pay continued its five-year upward trajectory to a high of 12.6 percent opposition, gaining 4.2 percentage points in votes against since 2017. As detailed in this report, more financial managers are voting against more pay packages. If it weren’t for the continued weak response from a handful of the big players, the message that shareholders are fed up would be clearer.

Companies with overpaid CEOs continue to underperform. For the past 8 reports since 2015, except for the 2018 report, the aggregate of the Most Overpaid 100 lagged the S&P 500 in total financial returns plus reinvested dividends. As a group, Overpaid CEOs have not delivered the expected financial results for the company based on their exorbitant pay. Even more compelling, in all eight years of these reports, the collection of firms with the 10 Most Overpaid CEOs suffered shareholder returns much worse than the Most Overpaid 100 and the S&P 500 index.

Votes on CEO pay are an effective tool when enough investors use their power and vote against. In this year’s report, we list some recent examples of reduced CEO pay packages following shareholder opposition to the CEO pay package.

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