花旗股东否决CEO涨薪方案

    直到花旗集团（Citigroup）CEO潘伟迪薪酬上涨4,999,999%，华尔街才终于迎来了检验多德-弗兰克法案中“薪酬话语权”条例的时刻。

    周二，花旗集团的股东们投票，否决了给CEO潘伟迪2011年涨薪1,500万美元的方案。2010年，潘伟迪年薪1美元。自从一年前，多德-弗兰克（Dodd-Frank）法案规定强制性股东投票以来，这是首次出现一家华尔街大行的高管薪酬方案遭到股东否决的情况。此次投票是在花旗集团于达拉斯举行的年度股东大会上进行的。问题是时态接下来会如何发展？

    多德-弗兰克法案要求所有公司（不只是银行）的股东们每年对高管薪酬进行投票，但公司不一定要遵照投票结果执行。目前不清楚花旗到底会怎么做。55%的花旗股东们投票否决潘伟迪和花旗其他高管们的薪酬方案。花旗集团发布的声明称，公司董事会将“严肃”对待投票，尽量理解股东的担忧，“董事会的人事和薪酬委员会（the Personnel and Compensation Committee）将在接下来的行动中，慎重考虑他们的意见。”

    温伯格公司治理研究中心（John L. Weinberg Center for Corporate Governance）主席查尔斯•埃尔森表示，其他行业的“薪酬话语权”投票有效地降低了高管薪酬。但华尔街历来对批评银行业薪酬过高的声音无动于衷。最近，很多投资银行都改变了做法，更多地是向员工支付股票，而不是高额的年终现金奖金。

    埃尔森表示，去年有20多次股东投票否决了公司高管薪酬。几乎所有投票都促使公司削减了薪酬。通用电气（General Electric）去年在股东大会投下反对票后调整了高管薪酬。其他案例中有股东提起诉讼，但许多诉讼案迄今还谈不上成功。“花旗如果对投票结果置之不理就太愚蠢了，”埃尔森表示。“但我认为，否决票更多的是因为股东不满意目前公司的经营状况。”

    花旗集团的股东投票与潘伟迪2011年获得的收入有关。花旗集团给予这位CEO总计1,490万美元的总薪酬。由于工作表现，潘伟迪去年已拿到近700万美元现金。其余薪酬是限制性股票和现金，计划于未来几年内支付。花旗集团可能会重新调整这部分薪酬。潘伟迪的2011年薪酬方案看来确实过高，超过了其他很多的华尔街CEO们，包括高盛（Goldman）的劳埃德•布兰克费恩。而且，自2006年底以来，花旗集团的市值已跌去了1,800亿美元，跌幅高达64%。有鉴于此，以及往届CEO的薪酬，潘伟迪应该赚900万美元左右，而不是1,500万美元。

    花旗股东大会的此番投票结果可能掀起新一轮否决华尔街和CEO天价薪酬的浪潮。花旗集团是华尔街大行中率先召开年度股东大会的一家，而这一季的年度股东大会对于金融公司而言将注定是不平静的。去年，华尔街大行的股价大幅下跌。但大多数银行仍批准了CEO们高达八位数的薪酬方案。

    译者：早稻米

    It took a 14,999,999% pay increase to finally put the "say on pay" regulations in the Dodd-Frank bank reform to the test on Wall Street.

    Shareholders at Citigroup (C) on Tuesday voted against giving CEO Vikram Pandit a $15 million raise for 2011. He had made $1 the year before. It's the first time shareholders have rejected the executive pay packages of a major bank since Dodd-Frank made the votes mandatory a year ago. The vote came at Citigroup's annual shareholder meeting, which is being held in Dallas. The question is what happens next?

    While Dodd-Frank mandates shareholders at all companies, not just banks, get a vote on executive compensation each year, companies don't have to comply with those votes. It's not clear what Citi will do. Effectively 55% of Citi's shareholders voted to reject the pay packages of Pandit and Citi's other executives. The company released a statement that said the company's board of directors will take the vote "seriously," and try to understand shareholder concerns. "The Personnel and Compensation Committee of the board will carefully consider their input as we move forward," said the statement.

    Charles Elson, director of the John L. Weinberg Center for Corporate Governance, says in other industries so-called "say on pay" votes have been effective at reducing executive pay packages. Wall Street, though, has been historically unresponsive to critics that say bank pay is too high. Recently, a number of investment banks have switched to paying their employees more in stock, rather than huge year-end cash bonuses.

    Elson says there were more than two dozen votes last year in which shareholders objected to a company's executive pay. Nearly all of them resulted in the companies cutting their pay packages. General Electric adjusted its executive pay after shareholders objected last year. In other instances, shareholders have sued, though many of those suits have so far not been successful. "Citi would be foolish to ignore the vote," says Elson. "Though I think is more about a broader shareholder dissatisfaction with how the company is being run."

    The shareholder vote at Citi has to do with what Pandit received in 2011. The CEO was awarded a pay package of $14.9 million. Pandit has already been paid nearly $7 million in cash for his work last year. The rest of his pay was made in restricted stock and cash, which was expected to be paid to Pandit over the next few years. It is likely that this is the portion of Pandit's pay that Citigroup could restructure. Pandit's pay package for 2011 does seem excessive. It topped the pay of a number of other Wall Street CEOs, including Goldman's Lloyd Blankfein. What's more, since the end of 2006, Citigroup's market cap has plunged $180 billion or 64%. By that measure, and past CEO compensation, Pandit should be making roughly $9 million, not $15 million.

    The Citi vote may signal a new wave of disapproval of Wall Street and CEO pay. Citigroup is the first of the major banks to hold what could a somewhat contentious season of annual meetings between shareholders and company management for financial firms. Shares of the major banks fell dramatically last year. Nonetheless, most banks approved eight-figure pay packages for their CEOs.