Home
/
RELIGION & LIBERTY ONLINE
/
Executive Pay and Shareholder Resolutions
Executive Pay and Shareholder Resolutions
Oct 13, 2026 3:30 PM

As keystroke mitted to screen in the writing of this post, J.C. Penney honcho Ron Johnson received his walking papers. This after it was announced last week that the ousted CEO had his pay cut 90 percent– tanking his 2012 salary to a mere $1.9 million from a sum north of $50 million in 2011.

With numbers like that, Johnson more than likely won’t apply for unemployment benefits anytime soon. But pensation unfortunately will add more fuel to the fire of those proxy shareholders advocating for “say on pay” rules for upper management.

For example, The Nathan Cummings Foundation submitted a proxy shareholder resolution to Caterpillar Inc. that reads: “The shareholders … ask the board of directors to adopt a policy that pensation for senior executives should include a range of non-financial measures based on sustainability principles and reducing any negative environmental impacts related to Company operations.”

According to its website, NCF “is rooted in the Jewish tradition mitted to democratic values and social justice, including fairness, diversity, munity. We seek to build a socially and economically just society that values nature and protects the ecological balance for future generations; promotes humane health care; and fosters arts and culture that munities.”

Leaving aside whether NCF’s mission statement makes any sense pertaining to pensation, it’s possible their proxy resolution is working at cross purposes with their intended goals. As noted by Manan Shah, partner for employee benefits and pensation practice at Jones Day, in The New York Times: “If a ‘say on pay’ vote fails, the resulting fallout of negative media attention and frivolous shareholder litigation can cause significant damage to pany’s image and even its share price. panies are facing extreme pressure to use significant financial resources and manpower to guarantee passage of the vote.”

Shah continues:

An even more alarming consequence is that mandatory ‘say on pay’ votes may be forcing boards mittees to substitute their knowledge of pany for the perceived wisdom of proxy advisers’ guidelines. Even panies facing little risk of opposition, boards are acting cautiously to ensure proxy guideline support of pay packages. The result is panies feel increasing pressure to make pensation changes to appease proxy advisers regardless of whether those changes are really in the best long-term interests of pany.

Shah notes that shareholder resolutions on pensation practices pose significant financial hazards to panies targeted by the likes of NCF. Among the harms he lists are “financial damage to pany through wasted assets and potential reputational harm, which could far outweigh the costs of the perceived ‘excessive’ executive pay.

In its zeal to curtail pensation under the “social justice” rubric perpetrated by so many religiously affiliated proxy shareholder groups, NCF indeed may be wreaking havoc not only on Caterpillar’s bottom line, but as well on its very existence. How this benefits the employees of Caterpillar or the other shareholders to whom pany is beholden is anybody’s guess.

Comments
Welcome to mreligion comments! Please keep conversations courteous and on-topic. To fosterproductive and respectful conversations, you may see comments from our Community Managers.
Sign up to post
Sort by
Show More Comments
RELIGION & LIBERTY ONLINE
  An unexpected error has occurred. We are in the process of fixing the problem. Sorry. ...
Verse of the Day
  Joshua 22:5 In-Context   3 For a long time now-to this very day-you have not deserted your fellow Israelites but have carried out the mission the Lord your God gave you.   4 Now that the Lord your God has given them rest as he promised, return to your homes in the land that Moses the servant of the Lord gave you...
Verse of the Day
  Commentary on Today's Verse   Commentary on Luke 2:8-20   (Read Luke 2:8-20)   Angels were heralds of the new-born Saviour, but they were only sent to some poor, humble, pious, industrious shepherds, who were in the business of their calling, keeping watch over their flock. We are not out of the way of Divine visits, when we are employed in an honest...
Verse of the Day
  Commentary on Today's Verse   Complete Concise   Chapter Contents   Believers are to dedicate themselves to God. (1,2) To be humble, and faithfully to use their spiritual gifts, in their respective stations. (3-8) Exhortations to various duties. (9-16) And to peaceable conduct towards all men, with forbearance and benevolence. (17-21)   Commentary on Romans 12:1-2   (Read Romans 12:1-2)   The apostle having closed the...
Verse of the Day
  Commentary on Today's Verse   Commentary on Ephesians 5:1-2   (Read Ephesians 5:1-2)   Because God, for Christ's sake, has forgiven you, therefore be ye followers of God, imitators of God. Resemble him especially in his love and pardoning goodness, as becomes those beloved by their heavenly Father. In Christ's sacrifice his love triumphs, and we are to consider it fully.   Ephesians 5:2...
Verse of the Day
  Commentary on Today's Verse   Commentary on 1 Peter 4:7-11   (Read 1 Peter 4:7-11)   The destruction of the Jewish church and nation, foretold by our Saviour, was very near. And the speedy approach of death and judgment concerns all, to which these words naturally lead our minds. Our approaching end, is a powerful argument to make us sober in all worldly...
Verse of the Day
  Commentary on Today's Verse   Commentary on Ephesians 6:1-4   (Read Ephesians 6:1-4)   The great duty of children is, to obey their parents. That obedience includes inward reverence, as well as outward acts, and in every age prosperity has attended those distinguished for obedience to parents. The duty of parents. Be not impatient; use no unreasonable severities. Deal prudently and wisely with...
Verse of the Day
  Commentary on Today's Verse   Commentary on Habakkuk 3:1-2   (Read Habakkuk 3:1-2)   The word prayer seems used here for an act of devotion. The Lord would revive his work among the people in the midst of the years of adversity. This may be applied to every season when the church, or believers, suffer under afflictions and trials. Mercy is what we...
Verse of the Day
  Commentary on Today's Verse   Commentary on 1 Peter 3:8-13   (Read 1 Peter 3:8-13)   Though Christians cannot always be exactly of the same mind, yet they should have compassion one of another, and love as brethren. If any man desires to live comfortably on earth, or to possess eternal life in heaven, he must bridle his tongue from wicked, abusive, or...
Verse of the Day
  Commentary on Today's Verse   Commentary on Matthew 6:25-34   (Read Matthew 6:25-34)   There is scarcely any sin against which our Lord Jesus more warns his disciples, than disquieting, distracting, distrustful cares about the things of this life. This often insnares the poor as much as the love of wealth does the rich. But there is a carefulness about temporal things which...
Related Classification
Copyright 2023-2026 - www.mreligion.com All Rights Reserved