Letter to Investment Managers

Dear Fund Managers,

Active money managers are well advised to avoid investing in companies that overpay their CEOs and engage in massive buybacks. But passive investors make no judgments about CEO pay (or most other issues) before investing. The desire to simulate an index drives investment decisions.

Nonetheless, it is still in your self-interest to be concerned how much and how CEOs are paid because passive investment strategies will perform better if CEO pay increases become less outrageous.

Companies that overpay their CEOs are usually poor investments. This is confirmed by a number of recent studies cited in Attachment A: CEO Pay and Company Performance.

Why does outsized CEO pay lead to poor performance? The millions that companies waste on executive pay is a small part of the cost. The effects on employee morale are much more expensive. However, the most harmful effect is that the methods used to pay CEOs encourage short-term thinking. Consider stock buybacks.

The average Fortune 500 CEO serves only 4.7 years, receives 85% of total compensation in equity awards, and typically cashes out soon after vesting. Moreover, since stock price is often a metric that drives bonus levels, CEOs have a compelling incentive to realize a high stock price.

The CEO has two paths toward this: (1) The hard path is to beat the competition by developing new products, training the workforce, employing new technology, increasing productivity, providing excellent customer service, controlling costs, etc. (2) The easy path is to buy back your own stock.

From 2005 to 2016, stock buybacks by America’s 500 largest public companies exceeded $4.9 trillion. This was double what they paid in dividends. Rather than building trust and loyalty with shareholders through higher dividends, these companies chose to decapitalize. Buybacks consumed over half of their net income. According to accepted finance theory, buybacks make sense only when a company has excess cash, poor investment opportunities, and a stock below its “intrinsic” value. But the S&P 500 buybacks continued at the rate of over half a trillion dollars in 2017 as stocks soared to all-time highs.

Buying back your own stock in frothy markets—creating a short-term high followed by a painful hangover—is a self-defeating strategy. Buybacks have depressed capital investment. Capital expenditures to revenue levels are at a 20-year low and down 20% since 1995. R&D expenditures have dropped by roughly 50%. When buybacks impede innovation and new products, short-term gains turn into long-term losses.

Studies listed in Attachment B: Stock Buybacks and Company Performance substantiate that eating the seed corn does not pay off in the long run.

Similarly, CEO bonuses based upon earnings-per-share or other annual financial metrics focus attention on year-end results instead of the future, bringing immediate relief at the cost of chronic pain.

Unlike publicly traded companies, the time horizon of successful family companies encompasses generations. They stress the values of stewardship and responsibility; they treat and pay employees fairly. This allows them to successfully compete despite problems caused by nepotism, family rivalries, and the inability to access public markets.

The short-term focus at publicly traded companies is not the sole cause of colossal CEO pay. The procedures used to determine CEO pay such as peer groups, percentile rankings, and bonus metrics and ranges, ensure continued escalation in CEO pay. The often cozy relations between the board, compensation consultants, and the CEO have deterred any attempts to contain the upward spiral.

Why do directors continue to overpay CEOs in light of persuasive documentation of its toxicity? Because it is accepted procedure and everyone else does it. Directors listen to pay consultants, falsely believe that their pay system motivates and rewards performance, and claim they must pay a market rate when there is no market (companies rarely hire another company’s CEO because their knowledge and skills are seldom portable).

CEO pay will never be restrained as long as large companies employ procedures recommended by pay consultants that constitute a pay machine.

The US based managers of index funds such as Vanguard, BlackRock, and State Street are often the largest shareholder in companies with outrageous CEO pay packages. Unfortunately, they vote to approve these egregious pay packages 97% of the time, contrary to their fiduciary responsibilities to control costs for investors whose money they manage. This is in stark contrast to European based managers who vote against a substantial number of these pay packages. For example, in the first half of 2017, HSBC only supported 2.7% of say-on-pay votes at US companies and Dutch pension fund PGGM opposed all but 3.9%. Some domestic investment funds are moving in this direction. According to the non-profit organization As You Sow, Russell, VanEck, Dimensional, and RidgeWorth voted against more than 50% of pay plans for CEOs identified among the 100 most overpaid.

Token votes against the most egregious CEO pay packages will have no impact. We suggest that the default position for all passive investors should be to vote no on all say-on-pay votes.

We further suggest the yes votes should be considered only when:

  1. The company has not engaged in large stock buybacks.
  2. The board has not used absurd pay procedures such as:
    1. Using a peer group that includes companies and industries that would never hire this CEO.
    2. Using a peer group that excludes foreign companies even when they are the fiercest competitors.
    3. Using a peer group to set CEO pay but never testing company performance against the same group.
    4. Awarding equity bonuses with no precise explanation of how bonus levels were established.
    5. Awarding equity bonuses with no performance requirement.
    6. Adjusting earnings, or other financial metrics, upward to account for unusual events.
    7. Using bonus metrics that can be easily manipulated such as earnings-per-share for a single year.
    8. Using bonus metrics like EBITDA that ignore the capital and financing costs.
    9. Awarding bonuses for nonfinancial achievements such as meeting milestones or management objectives.
    10. Targeting CEO compensation above the 50th percentile of the peer group without explicit justification.
  3. The CEO is reasonably paid. One indication, now a required disclosure, is the ratio of CEO to median employee pay. According to Plato, this ratio should not exceed five. Management guru Peter Drucker suggested an upper limit of 20 times because a larger gap made successful teamwork difficult. For the S&P 500, this ratio now runs from 271 to over 400 depending on the definition of pay. There are more sophisticated, multifactor measures to judge CEO pay equity. We urge you to develop and promulgate guidelines that identify unreasonable pay for CEOs.

We would be happy to discuss this subject with you, your board, and your advisors at your convenience. Whatever your position may be, the undersigned—persistent engagers for shareholder rights—would appreciate the courtesy of a written response.

Sincerely yours,

Stephen Silberstein, cofounder of Innovative Interfaces Inc.

Ralph Nader, consumer advocate and author who has established many citizen groups.

Robert Monks, former CEO, former bank chairman, federal and state executive, director on many private and public boards, cofounder of ISS and Lens Fund, and author of several books on corporate governance.

Steven Clifford, former CEO, director on a dozen private and public corporate boards, and author of The CEO Pay Machine (New York: Blue Rider Press, 2017).

Responses may be mailed to:

Ralph Nader
Center for Study of Responsive Law
PO Box 19367
Washington, DC 20036
or they may be emailed to: [email protected]


Attachment A

CEO Pay and Company Performance

  • Professors Michael J. Cooper of the University of Utah, Huseyin Gulen of Purdue University, and P. Raghavendra Rau of the University of Cambridge examined the relationship between CEO pay and stock performance at the 1,500 companies with the largest market capitalization. In the three-year periods from 1994–2015, they found the more CEOs got paid, the worse their companies did.

The top 10% of CEOs in pay returned 10% less to their shareholders than did their industry peers. While these CEOs were paid an average of $21 million a year, the shareholders of these companies received $1.4 billion less than comparable companies with lower paid CEOs. The more CEOs were paid, the worse they performed. The companies in the top 5% in CEO pay did 15% worse, on average, than their peers.

The study also found that the longer CEOs were in place, the worse their firms performed. Cooper says this is because those CEOs are able to appoint more allies to their boards, and those board members are likely to go along with the bosses’ bad decisions. “For the high-pay CEOs, with high overconfidence and high tenure, the effects are just crazy,” Forbes says. “They return 22% worse in shareholder value over three years as compared to their peers.”1

  • “Companies that awarded their Chief Executive Officers (CEOs) higher equity incentives had below-median returns based on a sample of 429 large-cap U.S. companies observed from 2006 to 2015. On a 10-year cumulative basis, total shareholder returns of those companies whose total summary pay (the level that must be disclosed in the summary tables of proxy statements) was below their sector median outperformed those companies where pay exceeded the sector median by as much as 39%. “Has CEO pay reflected long-term stock performance?” the author asked. His answer was, “In a word, ‘no.’” 2
  • A subsequent MSCI study of 423 companies found CEO equity awards to be negatively correlated with performance. The lowest fifth in CEO equity awards outperformed the top fifth by nearly 39% on average on a 10-year cumulative basis. 3
  • In 2014 the non-profit organization As You Sow developed algorithms to identify overpaid CEOs in the S&P 500. Over the next two years, the 100 most overpaid CEOs companies underperformed the S&P 500 by 2.9 percentage points. The firms with the 10 most overpaid CEOs underperformed the S&P 500 index by 10.5 percentage points. 4
  • Harvard Professors Lucian Bebchuk and Jesse Fried in their book Pay without Performance and subsequent papers have shown that CEO pay is negatively correlated with profitability and market valuation relative to book value. Firms with high CEO pay are not the best performers. 5
  • A 2009 study by researchers at Purdue University and the University of Utah found that the companies with the highest-paid CEOs (the top 10%, adjusted for size and type of company) fall more than 4% behind expected average stock-market returns every year. 6
  • A meta-analysis (a study of 137 prior studies) calculated that performance explained less than 5% of CEO pay. 7

Recipients of this letter

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List of Addressees: Proxy Advisors, Investment Managers, Socially Responsible Investment Managers, University Endowments, Foundations, State and Local Pension Funds and Multi-Employer Pension Plans

Proxy Advisors (3)

Sean J. Egan, Founding Partner and President
Egan-Jones Proxy Services
61 Station Road
Haverford, PA 19041

Katherine Rabin
Chief Executive Officer
Glass Lewis One Ransomed Street
Suite 3300
San Francisco, CA 94104

Gary Retelny
President & CEO
Institutional Shareholder Services Inc
702 King Farm Boulevard
Suite 400
Rockville, MD 20850
United States

Investment Managers (26)

Mr. Mortimer Joseph Buckley
President & CEO
The Vanguard Group, Inc.
100 Vanguard Boulevard
V26
Malvern, PA 19355

Mr. Laurence Douglas Fink
Chairman and Chief Executive Officer
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

Mr. Ronald Philip O’Hanley III
CEO & President
State Street Global Advisors
State Street Financial Center
One Lincoln Street
33rd floor
Boston, MA 02111-2900

Ms. Abigail Pierrepont Johnson
Chief Executive Officer, President, and Chairman
Fidelity Investments
82 Devonshire Street
Boston, MA 02109-3605

Walter W. Bettinger II
President and Chief Executive Officer
The Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105

Mr. Jonathan Laurence Steinberg J.D.
Chief Executive Office
WisdomTree Asset Management, Inc.
380 Madison Avenue
21st Floor
New York, NY 10017-2509

Mr. Kenny Feng CFA
President, Chief Executive Officer
Alerian Capital Management, LLC
2100 McKinney Avenue
18th Floor
Dallas, TX 75201

Mr. Mark R. Walter
Co-Founder & CEO
Guggenheim Partners, LLC
227 West Monroe Street
Suite 4000
Chicago, IL 60606

Martin L. Flanagan
President and Chief Executive Officer
Invesco
Two Peachtree Pointe
1555 Peachtree Street, N.E., Suite 1800
Atlanta, Georgia 30309

Mr. Joseph A. Sullivan
Chairman, CEO & President
Legg Mason, Inc.
100 International Drive
Baltimore, MD 21202

Mr. Tidjane Thiam MBA
Chief Executive Officer
Credit Suisse AG
Paradeplatz 8
Zurich, 8001
Switzerland

Mr. Michael Phillipp
Chairman and Chief Executive Officer
Deutsche Asset Management Inc.
345 Park Avenue
New York, NY 10154

Mr. Robert W. Sharps CFA
Group Chief Investment Officer
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202

Mr. Phillip Thomas Gross
Co-Founder
Adage Capital Management, L.P.
200 Clarendon Street
52nd Floor
Boston, MA 02116

Mr. Brendan Joseph Swords
Chief Executive Officer
Wellington Management Company LLP
280 Congress Street
Boston, MA 02210

Mr. Peter James deSilva
President
TD Ameritrade, Inc.
200 South 108th Avenue
Omaha, NE 68154

Mr. Michael G. O’Grady
President & CEO
The Northern Trust Company
50 South La Salle Street
Chicago, IL 60690

Mr. Kunio Watanabe
CEO
Nomura Asset Management Co., Ltd.
1-12-1 Nihonbashi
Chuo-ku
Tokyo, 103-8260
Japan

Mr. Yves Perrier CPA
CEO
Amundi Asset Management
91-93 boulevard Pasteur
Paris, 75015
France

Mr. John Robert Strangfeld Jr.
Chairman & CEO
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102

Roger Ferguson
President and Chief Executive Officer
TIAA-CREF
730 Third Ave.
New York, NY 10017

Emmanuel Roman
CEO
PIMCO
650 Newport Center Dr.
Newport Beach, CA 92660

Mr. Charles W. Scharf
Chairman & CEO
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Mr. Gregory J. Fleming J.D.
President
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036
United States

Mr. John Thomas Donohue
President, Chief Executive Officer
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, NY 10017-2014

Mr. Andrew Francis Wilson
Chief Executive Officer
Goldman Sachs Asset Management, L.P.
200 West Street
New York, NY 10282

Socially Responsible Investment Managers (3)

Ms. Barbara Janet Krumsiek
President, Chief Executive Officer
Calvert Group, Ltd.
4550 Montgomery Avenue
Suite 100N
Bethesda, MD 20814

Mr. Jerome Leo Dodson
Chief Executive Officer
Parnassus Investments
1 Market Street
Steuart Tower
Suite 1600
San Francisco, CA 94105

Mr. John Washington Rogers Jr.
Chairman, CEO
Ariel Investments, LLC
200 East Randolph Street
Suite 2900
Chicago, IL 60601
United States

University Endowments (17)
(send CC to the university president)

Narv Narvekar
Chief Executive Officer
Harvard Management Company
600 Atlantic Ave #1500
Boston, MA 02210

Drew Gilpin Faust
President of Harvard University
Office of the President
Harvard University
Massachusetts Hall
Cambridge, MA 02138

David Swensen
Chief Investment Officer
Yale Investment Office
55 Whitney Avenue, 5th Floor
New Haven, CT 06510

Peter Salovey
President of Yale University
105 Wall St.
New Haven, CT 06511

Britt Harris
CEO
University of Texas Investment Management Company
401 Congress Avenue
Suite 2800
Austin, TX 78701

William H. McRaven
Chancellor
The University of Texas System
210 West 7th Street
Austin, Texas 78701-2982

Andy Golden
President
PRINCO
22 Chambers Street, Suite 300
Princeton, NJ 08542

Christopher Ludwig Eisgruber
President
Princeton University
Office of the President
1 Nassau Hall
Princeton University
Princeton, NJ 08544

Robert Wallace
Chief Executive Officer
Stanford Management Company
635 Knight Way
Stanford, CA 94305-7297

Marc Tessier-Lavigne
President
Stanford University
Office of the President
Building 10
Stanford University
Stanford, CA 94305-2061

Seth Alexander
President
Massachusetts Institute of Technology
Investment Management Company
238 Main Street Suite 200
Cambridge MA 02142

Rafael Reif
President
Massachusetts Institute of Technology
77 MASSACHUSETTS AVENUE
CAMBRIDGE, MA 02139

Thomas Britton Harris IV
Chief Executive Officer
Texas/Texas A&M Investment Management Company
401 Congress Ave., Suite 2800
Austin Texas 78701

Gregory L. Fenves
President
The University of Texas at Austin
110 Inner Campus Drive
Stop G3400
Austin, Texas 78712-3400

Peter Holland
Chief Executive Officer
Columbia Investment Management Company
405 Lexington Avenue, 63rd Floor
New York, NY 10065

Lee C. Bollinger
President
Columbia University
Office of the President
202 Low Library
535 W. 116 St., MC 4309
New York, NY 10027

L. Erik Lundberg
Chief Investment Officer, University of Michigan Endowment Fund
3003 South State Street
Ann Arbor, Michigan 48109-2209

Mark S. Schlissel
President
University of Michigan
503 THOMPSON STREET
ANN ARBOR, MI 48109-1340

William H. McLean, CFA
Vice President and Chief Investment Officer
Northwestern University
Investment Office
1800 Sherman Avenue Suite 400
Evanston, IL 60201

Morton Schapiro
President
Northwestern University
Office of the President
633 Clark Street
Evanston, IL 60208-1100

Peter Ammon
Chief Investment Officer
Penn Office of Investments
2929 WALNUT STREET, SUITE 100
PHILADELPHIA, PA 19104

Amy Gutmann
President
University of Pennsylvania
1 College Hall, Room 100
Philadelphia, PA 19104

Scott C. Malpass
Vice President and Chief Investment Officer
University of Notre Dame
1251 N. Eddy Street, Suite 400
South Bend, IN 46617

Rev. John I. Jenkins, C.S.C
President
University of Notre Dame
Office of the President
400 Main Building
Notre Dame, IN 46556

Mark A. Schmid
Vice President, Chief Investment Officer
University of Chicago
401 N. Michigan Ave., 9th Floor
Chicago, IL 60611

Robert J. Zimmer
President
University of Chicago
Office of the President
Edward H. Levi Hall
5801 South Ellis Avenue, Suite 501
Chicago, IL 60637

Neal F Triplett
President
DUMAC Inc
280 South Mangum Street
Suite 210
Durham, NC 27701-3672

Vincent E. Price
President
Duke University
Office of the President
Duke University
207 Allen Building
Box 90001
Durham, NC 27708-0001

Ms. Marie N. Berggren
Chief Investment Officer and Vice President of Investments
University of California Regents’ Endowment Fund
1111 Broadway
Suite 1400
Oakland, CA 94607-9828

John C. Lane
Vice President and chief investment officer
Ohio State University Endowment
1590 North High Street
Columbus, OH 43201
United States

Dr. Michael V. Drake, MD
President
Ohio State University
205 Bricker Hall
190 North Oval Mall
Columbus, OH 43210-1357

Jason T. Perlioni
Chief Investment Officer
Johns Hopkins University
Suite E200
1101 E. 33rd Street
Baltimore, MD 21218

Ronald J. Daniels
President
Office of the President
The Johns Hopkins University
242 Garland Hall
3400 N. Charles St.
Baltimore, Maryland 21218

Foundations (20)

Dr. Sue Desmond-Hellmann
CEO
Bill & Melinda Gates Foundation
440 5th Ave N.
Seattle, WA 98109

Darren Walker
President
Ford Foundation
1440 Broadway, New York, NY 10018

Larry Kramer
President
The William and Flora Hewlett Foundation
2121 Sand Hill Road
Menlo Park, CA 94025

Dr. Robert Tjian
President
Howard Hughes Medical Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815-6789

Dr. Mccubbin Hamilton
Chief Executive Officer
Kamehameha Schools
567 South King Street
Suite 200
Honolulu, HI 96813

N Clay Robbins
Chairman/President/CEO
Lilly Endowment Inc
2801 North Meridian Street
PO Box 88068
Indianapolis, IN 46208-0068

Dr. Risa J. Lavizzo-Mourey
President, Chief Executive Officer
Robert Wood Johnson Foundation
50 College Road East
Princeton, NJ 08540-6614

Mr. Sterling K. Speirn
Chief Executive Officer
W.K. Kellogg Foundation
1 Michigan Avenue
Battle Creek, MI 49017

Mr. James Cuno
Chief Executive Officer and President
The J. Paul Getty Trust Inc.
1200 Getty Center Drive
Drive 401
Los Angeles, CA 90049-1642

Dr. Gordon E. Moore Ph.D.
Founder and Chairman of the Board
Gordon and Betty Moore Foundation
1661 Page Mill Road
Palo Alto, CA 94304

Ms. Carol S. Larson
President, Chief Executive Officer
David and Lucile Packard Foundation
300 Second Street
Suite 200
Los Altos, CA 94022

Mr. Don M. Randel
President
Andrew W. Mellon Foundation
140 East 62nd Street
New York, NY 10021

Mr. Robert L. Gallucci
President
The John D. and Catherine T. MacArthur Foundation
140 South Dearborn Street
Chicago, IL 60603-5285

Mr. Jeffrey Heil
Chief Investment Officer
Doris Duke Foundation
650 5th Avenue
19th Floor
New York, NY 10019

Dr. Judith Rodin Ph.D.
President
The Rockefeller Foundation
420 Fifth Avenue
New York, NY 10018

Dr. David J. Bailey M.D., MBA
Chief Executive Officer and President
The Nemours Foundation
10140 Centurion Parkway North
Jacksonville, FL 32256

Dr. Sandra R. Hernández M.D.
Chief Executive Officer
California HealthCare Foundation, Inc.
1438 Webster Street
Suite 400
Oakland, CA 94612

Patricia E. Harris
Chief Executive Officer
Bloomberg Philanthropies
25 East 78th Street
New York, NY 10075

Ms. Rebecca W. Rimel
President
The Pew Charitable Trusts
2005 Market Street
One Commerce Square
Suite 1700
Philadelphia, PA 19103-7077

Dr. Emmett D. Carson Ph.D.
Chief Executive Officer
Silicon Valley Community Foundation
2440 West El Camino Real
Suite 300
Mountain View, CA 94040-1498

State and Local Pension Funds (16)

Marcie Frost
CEO
The California Public Employees’ Retirement System
400 Q Street
Sacramento, CA 95811

Jack Ehnes
Chief Executive Officer
CalSTRS
P. O. Box 15275
Sacramento, CA 95851-0275

Thomas P. DiNapoli
New York State Comptroller
Trustee
New York State Common Retirement Fund
110 State Street, Albany, NY 12236

Ms. Jane Levine
Deputy Comptroller of Pensions
New York City Employees’ Retirement System
335 Adams Street
Brooklyn, New York 11201-3724

Rick Miller
Chairman
Oregon Investment Council
350 Winter Street Ne
Suite 100
Salem, OR 97301-3896

Natalie Copper
President
Illinois Municipal Retirement Fund
2211 York Road Ste 400
Oak Brook IL 60523-2337

Christopher Koch
Chairman
Teachers’ Retirement System of the State of Illinois
2815 West Washington
PO Box 19253
Springfield, IL 62702-9253
United States

Mr. Gregg Rademacher
Chief Executive Officer
Los Angeles County Employees’ Retirement Association
300 North Lake Avenue
Suite 850
Pasadena, CA 91101-4199

Mark Dayton
Chairman
Minnesota State Board Of Investment
60 Empire Drive
Suite 355
Saint Paul, MN 55103

John Thomas
Chair
Oregon Public Employees Retirement System
11410 SW 68th Parkway
Tigard, OR 97223

Jagdeep Singh Bachher
Chief Investment Officer
The University of California Retirement Plan
Office of the Chief Investment Officer of the Regents
University of California
Office of the President
1111 Broadway, 21st Floor
Oakland, CA 94607-9828

Mr. Ashbel C. Williams Jr.
CEO, CIO & Executive Director
Florida State Board of Administration
1801 Hermitage Boulevard
Suite 100
Tallahassee, FL 32308

Mr. Brian Guthrie
Executive Director
Teacher Retirement System of Texas
1000 Red River Street
Austin, TX 78701-2698

Dale Folwell
North Carolina State Treasurer
Department of State Treasurer
3200 Atlantic Avenue
Raleigh, NC 27604

Tracy Guerin
Director
Washington State Retirement System
6835 Capitol Boulevard
Tumwater, WA 98501

Ms. Karen E. Carraher
Executive Director
Ohio Public Employees Retirement System
277 East Town Street
Columbus, OH 43215-4642

Multi-Employer Pension Plans (9)

Chuck Mack
Union Chairman
The Western Conference of Teamsters (WCT) Pension Plan
2323 Eastlake Ave E
Seattle, WA 98102

Edward R. Lenhart
Employer Chairman
The Western Conference of Teamsters (WCT) Pension Plan
2323 Eastlake Ave E
Seattle, WA 98102

David W. Laughton
Teamsters Local 633
Co-Chairman
New England Teamsters Pension Fund
53 Goffstown Rd. (Suite A)
P.O. Box 870
Manchester, NH 03102

Thomas C. Nyhan
Executive Director
Central States Pension Fund
PO Box 5109
Des Plaines, IL 60017-5109

Marc Perrone
UNITED FOOD & COMMERCIAL WORKERS
1775 K STREET NW
WASHINGTON, DC 20006

Donald “D” Taylor
President
UNITE HERE
275 7th Avenue, 16th Floor
New York, NY 10001-6708

Ms. Marlyn J. Spear
Chief Investment Officer
Building Trades United Pension Trust Fund
PO Box 530
Elm Grove, WI 53122

Mitra Behroozi, J.D.
Executive Director
1199 SEIU National Benefit and Pension Funds
330 W 42nd St
New York, NY 10036

Ms. Francine Parker
Executive Director and Chief Executive Officer
UAW Retiree Medical Benefits Trust
200 Walker Street
Detroit, MI 48207

  1.  Susan Adams, “The Highest-Paid CEOs Are the Worst Performers, New Study Says,” Forbes, June 16, 2014, https://www.forbes.com/sites/susanadams/2014/06/16/the-highest-paid-ceos-are-the-worst-performers-new-study-says/#78f288547e32.
  2.  Ric Marshall and Linda-Eling Lee, “Are CEOs Paid for Performance?:Evaluating the Effectiveness of Equity Incentives,” MSCI ESG Research, July 2016, https://www.msci.com/documents/10199/91a7f92b-d4ba-4d29-ae5f-8022f9bb944d.
  3.  Ric Marshall, “Out of Whack U.S. CEO Pay and Long-Term Investment Returns, MSCI ESG Research, October 2017, https://www.msci.com/ceo-pay.
  4.  As You Sow, “The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel?” http://www.asyousow.org/ays_report/the-100-most-overpaid-ceos-are-fund-managers-asleep-at-the-wheel/.
  5.  Lucian Bebchuk and Jesse Fried, Pay without Performance: The Unfulfilled Promise of Executive Compensation (Cambridge, MA: Harvard University Press, 2006).
  6.  Sarah Morgan, “10 Things CEOs Won’t Tell You,” MarketWatch, July 1, 2011, https://www.marketwatch.com/story/10-things-ceos-wont-tell-you-1309551879312.
  7.  Henry L. Tosi, Steve Werner, Jeffrey P. Katz, and Luis R. Gomez-Mejia, “How Much Does Performance Matter? A Meta-Analysis of CEO Pay Studies,” Journal of Management 26, no. 2 (April 2000), https://www.researchgate.net/publication/247569983_How_Much_Does_Performance_Matter_A_Meta-analysis_of_CEO_Pay_Studies.

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