Pay Disparity
2004 – Compuware
Corporation
WHEREAS:
U.S. CEO compensation
is often excessive (1) and often tempts CEOs to undertake self-serving ventures
(2) and often degrades long-term stock performance.(3) The ratio of average CEO pay to
average-worker pay has skyrocketed from about 40 in 1980 to at least several
hundred currently.(4)
MetLife appears to be part of this national problem. A study shows the Company’s 2002 CEO
compensation to be 722 times the pay of an average U.S. worker. (5)
We believe that the
system for compensating CEOs would markedly improve if companies would take
three steps. First, restore a
reasonable relationship to average-worker pay.
Second, include company stock or options in the CEO’s compensation only
if the company provides that same type of compensation to all fulltime workers
on a basis that would avoid increasing the pay gap. Third, link CEO
compensation to meeting specific performance requirements that would mainly
reflect the contributions of the CEO rather than of the work force or the
economy in general.
In our opinion, a huge
CEO-to-worker pay gap not only degrades worker and therefore company
performance but also violates the dignity and worth of every human being that
is the foundation of Catholic social teaching and common moral principles.
RESOLVED:
The shareholders urge the Board of Directors:
·
To limit the Compensation paid to the CEO in any
fiscal year to no more than 100 times the average Compensation paid to the
company’s Non-Managerial Workers in the prior fiscal year, unless the shareholders
have approved paying the CEO a greater amount;
·
In any proposal for shareholder approval, to
provide that the CEO can receive more than the 100-times amount only if the
company achieves one or more goals that would mainly reflect the CEO’s
contributions; and
·
In that proposal, to provide for grants to the
CEO of stock options or other equity only if the company provides equity
compensation to all fulltime employees such that they would participate
proportionately in stock performance.
“Compensation” means
salary, bonus, the grant-date present value of stock options, the grant-date
present value of restricted stock, payments under long-term incentive plans,
and “other annual” and “all other compensation” as those categories are defined
for proxy statement purposes.
“Non-Managerial
Workers” means those employees of the company worldwide whose work would put
them into the categories of Blue-Collar Occupations or Service Occupations or
the Sales and Administrative Support components of White-Collar Occupations as
used by the Bureau of Labor Statistics in its National Compensation Surveys.
Notes:
Sponsors:
Lead: Catholic Equity Fund, Theodore Zimmer
President; Christus
Health