Target's narrow vote on executive pay suggests shareholder discontent

When it comes to "Say on Pay," Target Corp. shareholders say they increasingly don't like the way the company doles out cash and stock to its executives.

Despite Target's healthy stock price, investors last week approved the retailer's executive compensation policies with just 52.1 percent of the vote, a stunning rebuke to a company that Wall Street has long regarded as one of the best-run in the country.

"I'm pretty surprised," said Glenn Johnson, a portfolio manager with St. Paul-based Mairs & Power Inc., which owns about 2.95 million shares of Target stock. "Shareholders have been pretty happy with what's going on over there. I wouldn't have expected [the vote] to be that low."

Say on Pay votes are nonbinding, but they reflect shareholder sentiment. By the standards of good corporate governance, anything less than a 70 percent "yes" vote is the equivalent of a "no," experts say. That makes Target's recent vote all the more striking because 83 percent of shareholders voted yes in 2012, a reduction of 31 percentage points in just 12 months.

"At Target, we have a long-standing commitment to strong corporate governance and take the feedback we receive from shareholders very seriously," James Johnson, a director who chairs the board's compensation committee, said in a recent statement. "We appreciate the thoughtful and constructive discussions we have with our shareholders on an ongoing basis. The board of directors will carefully consider next steps and will work with management to evolve strategies and practices with the best interests of shareholders in mind."

But the company said similar things after the 2012 vote. The board subsequently decided to eliminate the "discretionary bonus" it pays out to CEO Gregg Steinhafel and replace it with a longer-term incentive bonus. But Target's board clearly has a lot more work to do, said Hillary Sale, a professor of corporate law at Washington University in St. Louis.

"Target definitely needs more outreach" to investors, Sale said. "In any company when the vote on pay is so low, there's a perception that there is a disconnect between pay and performance. Shareholders need a better explanation of what Target's executive compensation means."

From a performance standpoint, Target looks pretty good. For 2012, Target stock delivered nearly a 22 percent return to investors, a key reason that Steinhafel earned about $23.5 million last year, including $2.8 million in non-equity incentive pay.

In general, though, shareholders in recent years have adopted a more-critical eye on executive pay, analysts say. So far in 2013, 1,444 companies reported 90 percent or higher approval votes on Say on Pay, compared to 2,205 companies two years ago, according to data complied by Equilar. This year, 51 companies reported less than 50 percent yes votes, roughly the same as 2011.

"Big institutional investors are a getting a little bit tougher" on company boards, Johnson of Mairs & Power said.

Best Buy Co. Inc. certainly feels the heat. Last week, the board's compensation committee sent a last-minute appeal to shareholders to approve the company's executive pay after Institutional Investors Services (ISS) recommended investors vote against it, like they overwhelmingly did in 2012. ISS issued its criticism even after the board earlier this year took steps to strengthen its corporate governance practices, including a change that requires fired executives to give back cash as well as forfeit stock options.

Best Buy holds its annual meeting Thursday.

This year, both ISS and Glass Lewis & Co., firms that advise shareholders on proxy issues, found plenty to dislike about Target's executive compensation program.

Glass Lewis, which gave Target a "D" grade, said the retailer did not adequately disclose performance goals.

"The company has consistently failed to align executive pay with corporate performance, as indicated in our pay-for-performance analysis," Glass Lewis said in its report. "As such, we fear the committee's process for determining target incentive award values, setting performance targets and assessing individual performance is flawed, and has not succeeded in promoting superior performance among executives."

For example, the report said, executives can still earn extra pay even if Target's performance falls behind its peers.

Interestingly enough, despite Steinhafel's hefty pay package, Glass Lewis chose instead to focus on Jeff Jones, Target's new executive vice president and chief marketing officer. Upon joining the company, Target granted Jones, the first outside executive to become CMO, an immediate, one-time stock award worth $2.7 million. Glass Lewis suggested the payment was "excessive."

"We believe shareholders should question the nature of this payment and if it is the best use of the company's capital," the report said. "Further, the fact that the company feels such a payment is necessary to recruit an external executive can be an indication of poor succession planning by the board."

Thomas Lee • 612-673-4113