Disney lost its Say on Pay vote, will Tesla?

Walt Disney became the first S&P 500 company this year to lose a Say on Pay vote. Just over half, 52%, of shareholders voted against the pay package for CEO Robert Iger on Friday. Iger was the fifth highest paid S&P 500 CEO in 2017 and received total compensation of $36.3m, down from $43.9m the previous year. But the vote wasn’t about this year’s pay; it was about future pay, if and when an acquisition of 21st Century Fox takes place. Disney had offered Iger a two-year contract extension, taking it to 2021, that was signed in December. The contract would make Iger eligible for a stock award of around $100m based on the share price at the time. He also got a salary increase from $2.5m to $3m, and then to $3.5m if the purchase is completed. His annual target bonus would also increase from $12m to $20m and his annual target long-term incentive will increase to $25m. All this is dependent on the Fox deal going through, but both ISS and Glass Lewis recommended that shareholders vote against the management resolution on pay. ISS said the stock award was excessive. And ISS called into question the TSR targets applied to the performance tranche of the stock award, while Glass Lewis was concerned about an even more pervasive pay/performance disconnect.Meanwhile, both ISS and Glass Lewis have alos recommended against Elon Musk’s pay package at Tesla, which will come up for a vote at the special meeting on 21 March. Again, ISS, which has valued the award at $3.7bn rather than the $2.6bn value Tesla put on it, deems the award excessive and wonders whether such an award is needed to align Musk with the company, given his already-substantial shareholding. It dwarfs the highest stock award ever disclosed, Snap’s $637m. ISS also notes concerns that it locks the board into a pay package for 10 years with no ability to renegotiate should anything change. Two of Tesla’s largest shareholders told Bloomberg that they were going to support the plan – Baillie Gifford and T. Rowe Price. The other largest shareholders, Fidelity, Tencent Holdings and Vanguard declined to comment.