Last proxy season, HP achieved the dubious distinction of receiving a majority no vote from its shareholders on its executive compensation programs. According to a Council of Institutional Investors study, investors bestowed that distinction on less than 1.6% of companies, those deemed to be the worst pay offenders.
Last year, too, HP's (HPQ) board nominations process (which removed four board members and added five more) came under fire because the process did not conform to stated board policy guidelines. In the run up to the proxy filing, HP provided varying explanations about the process, which had been headed by chair Ray Lane. As a result, proxy advisory firm Institutional Shareholder Services (ISS) recommended against the election of some HP board members.
It is a new year and HP issued its new proxy last week. But the more things seem to change at the tech giant, the more they stay the same.
HP sports a different CEO this year for the third year running (Meg Whitman replaced Leo Apotheker who replaced Mark Hurd who left in August 2010). HP, yet again, is proposing a new board slate to shareholders (with two new board members and four, including the former CEO, having exited). And the proxy this year reveals the same shortcomings as it did last year: misguided compensation and board nominations.
Maybe HP has good intentions, but it's falling down on execution.
Plenty of pay, but where's the performance?
To keep things simple, let's not even get into the issue of former CEO Leo Apotheker's $25 million exit pay for failure last year. Let's focus on what's to come. HP has made some changes in its compensation policies, which it outlines in the Compensation Discussion and Analysis section of the proxy in hopes this may satisfy investors. "HP has a 'pay-for-performance' philosophy which forms the foundation of all of the HR and Compensation Committee's decisions regarding compensation," an HP spokesperson says.
But if we look into what Whitman and Lane were actually awarded following the shareholder rebuke last March, HP seems to be itching for a no vote on "say on pay" yet again.
During Whitman's tenure as an HP board member (before she was appointed CEO on September 22), HP's stock dropped by over 50%, in part related to a board-approved strategy. After becoming CEO, she was awarded stock options on September 27 enabling her to buy 1.9 million shares. Under the terms of her award, the stock price must close at 20% above the exercise price (for 20 consecutive trading days) for a portion of the stock options to vest and 40% above for another portion to vest. That may sound like pay for performance, but is it?
By almost any measure, it turns out, 20% and 40% aren't high hurdles at all. First, the stock was 50% higher when she joined the board. Second, prior to the stock's abrupt drop at the end of August (on her watch as a board member), the stock price hadn't closed as low as the option's exercise price since August 16, 2005. Third, the average closing price of the stock in the five years preceding the award was 77% higher than the exercise price. And without even announcing a new strategy, the stock price was already up 23% on February 3, 2012.
