Goldman Sachs Pay Plan Draws Record Shareholder Opposition

  • A third of votes go against plan, up from just 2% last year
  • Package makes Blankfein highest-paid bank CEO on Wall Street

Why Goldman's Blankfein May Refocus on Costs

Goldman Sachs Group Inc.’s compensation plan, including a provision making Lloyd Blankfein the highest-paid chief executive officer of a Wall Street bank for his work last year, drew the most opposition since shareholders began voting on the matter in 2009.

Thirty-three percent of the votes cast, or about 107 million of the 323 million total, went against the proposal, up from roughly 2 percent a year ago, according to final figures provided by Goldman Sachs Friday after its annual meeting in Jersey City, New Jersey.

The last time more than a quarter of votes went against a pay package, Goldman Sachs took heed. Almost 30 percent registered their opposition to the 2010 package, and the following year the firm lowered annual variable compensation by about 44 percent, citing a decline in the company’s performance. Michael DuVally, a spokesman, declined to comment on Friday’s vote or whether Goldman Sachs intends to adjust compensation.

Two of the largest proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., lobbied against this year’s plan, with ISS saying CEO pay at New York-based Goldman Sachs “remained relatively high despite lagging company performance.”

Such recommendations can drive support down by as much as 30 percent, said Eric Hosken, a partner at New York-based Compensation Advisory Partners.

5% Cut

Goldman Sachs’s board lowered compensation for each of the executives named in this year’s proxy by as much as 5 percent, citing the firm’s financial results and league table rankings for some businesses, as well as a $5.1 billion mortgage settlement with the U.S. ISS said the cost of the mortgage settlement wasn’t accounted for in the metrics underlying pay.

Blankfein was awarded $30 million for 2015, a decline of 3.2 percent. While compensation at Goldman Sachs is typically among the most generous on Wall Street, the firm isn’t immune to the revenue and profit challenges facing the industry. Friday’s vote, which mirrors results at some of the firm’s competitors this year, may show shareholders are utilizing one of the few options available to register their displeasure.

More than a third of Citigroup Inc.’s shareholders voted against that firm’s executive pay plan at its annual meeting last month. Last year, almost 40 percent voted against JPMorgan Chase & Co.’s plan.

Investor Feedback

Companies typically speak with major investors prior to annual meetings, and the firm’s board probably knows why many voted ‘no,’ said Brent Longnecker, CEO of executive compensation consulting firm Longnecker & Associates.

“There’s always a message in the vote, and what I’d want to understand is, are we flooring out, or is there a possibility of a further decline in support?” Longnecker said.

Goldman Sachs’s compensation committee, which decides how much to pay top executives, has been led by James A. Johnson, a former CEO of Fannie Mae, as long as Goldman Sachs has been a public company.

Compensation experts have found in the past that in practice, companies whose policies get a vote below about 80 percent -- a “B” on the academic scale -- are taking it as a sign of shareholder discontent.

Shareholder “say on pay” was mandated in 2010 by the Dodd-Frank financial-reform law, which calls for such votes at least every three years. Ninety percent of companies in the S&P 500 Index hold them annually and support for pay packages in the index averaged 92 percent in each company’s most recent vote, according to data compiled by Bloomberg.

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