Goldman Sachs Investors Should Oppose Pay Plan, Glass Lewis Says

Goldman Sachs Group Inc (GS). shareholders should vote against the bank’s executive-pay plan, proxy-advisory firm Glass Lewis & Co. said, while ISS Proxy Advisory Services USA supported the program.

Goldman Sachs has been “deficient” in linking compensation to company performance, Glass Lewis said yesterday in a report, which also opposed the re-election of compensation committee Chairman James A. Johnson. ISS said in a May 8 report that shareholders should vote for Johnson at the New York-based bank’s May 23 annual meeting.

Chief Executive Officer Lloyd C. Blankfein, 58, received $21 million for last year, his highest annual compensation package since 2007. Goldman Sachs shares climbed 41 percent in 2012, leaving them 24 percent below the level at which they ended 2010.

Goldman Sachs doesn’t have specific measures to help set annual pay for top executives, Glass Lewis said in the report, which gave the firm a “D” grade in linking pay to performance. ISS said the increase in executive pay for 2012 reflected stronger company performance.

While the bank has topped peers in earnings-per-share growth and return on equity, it has trailed in total shareholder return, according to Glass Lewis’s analysis. Glass Lewis recommended last year that shareholders back the pay plan in an advisory vote, and the measure was approved with 94 percent support.

Photographer: Victor J. Blue/Bloomberg

Pedestrians walk in front of the entrance to Goldman Sachs Group Inc.'s headquarters in New York. Close

Pedestrians walk in front of the entrance to Goldman Sachs Group Inc.'s headquarters in New York.

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Photographer: Victor J. Blue/Bloomberg

Pedestrians walk in front of the entrance to Goldman Sachs Group Inc.'s headquarters in New York.

Glass Lewis opposed Johnson’s re-election last year, when he received 84 percent of the vote. Johnson, 69, is responsible for the executive-pay plan and has a “history of poor oversight” as CEO of Fannie Mae and as a director at UnitedHealth Group Inc. (UNH) and KB Home (KBH), Glass Lewis said.

ISS supported all Goldman Sachs nominees for the board. It opposed a plan to authorize 60 million shares for equity awards over the next three years, saying the it would dilute shareholders.

Johnson didn’t respond to a request for comment. Andrew Williams, a Goldman Sachs spokesman, declined to comment on the recommendation.

To contact the reporter on this story: Michael J. Moore in New York at mmoore55@bloomberg.net

To contact the editor responsible for this story: David Scheer at dscheer@bloomberg.net

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