Will Attempts to Tackle Executive Compensation Work?

The stunned disbelief over the financial crisis has slowly been giving way to rage over the past year, as customers increasingly take a stand against what they see as a financial industry gone awry.

Now, shareholders are getting into the game, protesting what is increasingly becoming a symbol of banks' disconnect from the economic climate: executive compensation. By utilizing a provision in the Dodd-Frank legislation that allows for a vote on pay packages, shareholders are expressing their displeasure.

It's a lovely thought. But will it work?

Under a provision of the Dodd-Frank Act, called colloquially "say on pay," shareholders get to have a nonbinding vote on executive compensation. Although the provision was implemented slowly, it's gaining traction, with shareholders increasingly using it to express disapproval of CEO pay.

This week, Citigroup (NYS: C) shareholders rejected the employee compensation plan of CEO Vikram S. Pandit. As part of the bailout in 2008, Pandit agreed to a $1-a-year salary until the troubled bank turned a profit. Now that it's profitable again, Pandit's compensation got a boost to $14.8 million, with $10 million in retention funds.

With Goldman Sachs (NYS: GS) , one institutional investor is taking a different approach. Sequoia Fund plans to vote against director James A. Johnson's re-election to the Goldman board, citing Johnson's role as chairman of Goldman's compensation committee.

2011 was the first year the vote was required, and 41 Russell 3000 companies lost their votes. 2012 could bring more "no" votes. For instance, at Akron, Ohio-based regional bank FirstMerit, shareholders voted against the compensation packages for the bank's executive officers despite assurances that FirstMerit is in good shape.

Outside of the financial industry, some companies seem to have a better handle on the message executive compensation sends. In the lead-up to Eastman Kodak's bankruptcy, CEO Antonio Perez had a pay cut from $5.7 million to $1.9 million. Even that reduced salary seems excessive for a CEO of a company that was on the verge of Chapter 11. In comparison, Amazon.com (NAS: AMZN) CEO Jeff Bezos received a base salary of $81,000, with other compensation (including security detail) of $1.6 million. Bezos is one of the lowest-paid CEOs of any large public company. However, he holds an almost 20% stake in Amazon. By contrast, Wal-Mart (NYS: WMT) CEO Mike Duke took a slight hit ($18.7 million to $18.1 million) in his compensation when the company failed to reach its goals.

Whether shareholders vote against executive compensation packages at the large banks or not, the decision to revise an annual salary and bonuses, or to tie bonuses to the bank's performance, is ultimately the decision of the board. And shareholders, for the most part, aren't the same people who moved their checking accounts last November. They're institutional investors, larger brokerage firms that hold a stake in the bank, as well as a few individual investors who may or may not be customers of the bank. And the board of directors is under no obligation to listen to them.

After all the hype and smoke cleared, Bank Transfer Day had a minimal impact on the banks' bottom line. It affected customers on an individual level, and local community banks that received new business. If it achieved anything, it was customer empowerment -- heady stuff in an era where the decisions of large banks irrevocably shook Main Street.

But executive compensation has less of an immediate impact on a customer's pocket than a swipe fee, or excessive charges, or poor customer service. While all of these tie together to contribute to the overall health of a bank and whether or not a person wants to bank there, the issue of executive compensation is one that will be determined by shareholders, boards of directors, and creditors. Ultimately, like Bank Transfer Day and Move Our Money Month, the rejection of executive compensation packages will prove to be more hype than change.

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At the time thisarticle was published Molly McCluskey owns shares of Amazon.com. Follow her finance and travel tweets at@MollyEMcCluskey. The Motley Fool owns shares of Amazon.com, Wal-Mart, and Citigroup.Motley Fool newsletter serviceshave recommended buying shares of Goldman Sachs, Wal-Mart, and Amazon.com, as well as creating a diagonal call position in Wal-Mart. The Motley Fool has adisclosure policy. We Fools may not all hold the same opinions, but we all believe thatconsidering a diverse range of insightsmakes us better investors. Try any of our Foolish newsletter servicesfree for 30 days.

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