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Meanwhile, pay for workers grew 3 percent in 2010, to an average of about $40,500. The percentage increase was twice the rate of inflation, but the average wage was less than one-half of one percent of what the typical CEO in the AP analysis made. Some critics of today's executive pay say boards should consider how much a CEO has accumulated over the years when they set the next year's pay. "Boards need to recognize that many CEOs already have enough in terms of motivation and lifetime wealth," says Jesse Brill, chair of the website CompensationStandards.com and an expert on CEO pay. "It is very frustrating to see boards keep giving them more." As evidence, Brill points to stock and options given to CEOs the past two years. Boards at most companies grant those awards early in the year. In 2009, most were granted just as the stock market neared its lowest point in 12 years; today they are worth $2.2 billion more than the companies thought they would be over the lifetime of the grants. Then in 2010, CEOs in the AP analysis received another batch of stock and options. Those have already gained about $400 million in value on paper, based on current market prices. "The pendulum has swung back enough for many executives," says Doug Friske, an executive-compensation consultant at the firm Towers Watson. "Now boards are going to have to think about what they are going to do from here." Their decisions will be watched closely by shareholders. Government rules passed last year require almost every public company to give investors a vote at least once every three years on what it pays its executives. The votes aren't binding, but they can draw unwanted attention to a CEO's pay. So far this year, shareholders at only 12 companies have voted against pay plans. The low number reflects the fact that many institutional investors, such as mutual funds, tend to side with management on shareholder proposals. One company whose shareholders voted against the pay plan was Stanley Black & Decker. In 2010, it gave CEO John Lundgren compensation valued at $32.6 million, which made him the sixth-highest-paid on the AP's list. His pay included a one-time grant of 325,000 shares of stock valued at $18.7 million. Institutional Shareholder Services, which advises large investors on how to vote on corporate matters, had criticized Stanley Black & Decker for paying its executives better than competitors pay theirs and for its one-time stock awards. Companies that get negative votes on their pay plans will have to disclose, in the statements they file with regulators the next year, how the vote affected their decisions on pay. So in 2012, Stanley Black & Decker will have to say whether it changed Lundgren's pay because of the negative vote. "They don't have to make any changes to their pay plans, but they have to disclose what they did to respond to the negative vote, which could be nothing," says Mark Borges, a principal at the compensation consulting firm Compensia. Some companies are doing what they can to prevent an embarrassing "no" vote. Last month, General Electric revised the terms on 2 million stock options granted to CEO Jeff Immelt in 2010. The changes came after GE was criticized by ISS.
Under the original terms of the grant, Immelt, 55, simply had to stay at GE until 2013 to get half the stock options and until 2015 to get the other half. Now, he can't exercise any of the options until 2015, and they depend on performance targets. For Immelt to get half the options, GE has to improve its cash flow, and for him to get the other half, the stock has to outperform the market. "Shareholders don't have any tools at the moment to force companies to make changes in pay, but there are plenty of companies making changes because they don't want the attention of a negative vote," Borges says.
[Associated
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