Home
/
RELIGION & LIBERTY ONLINE
/
Executive Pay and Shareholder Resolutions
Executive Pay and Shareholder Resolutions
Jan 30, 2026 1:37 AM

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
Re: Embracing the Tormentors
Time to set the record straight. Some of ments on my original posting of Faith McDonnell’s article Embracing the Tormentors are representative of the sort of egregious moral relativism, spin doctoring, and outright falsification, that have for so long characterized the “social justice” programs of lefty ecumenical groups like the WCC and NCC. Then, for good measure, let’s have some of menters toss in a dollop of hate for Israel and claim that this nation, which faces an existential threat...
Interview: On Poland’s Economic and Cultural Transformation
When in Krakow, Poland, for Acton’s recent conference, I was interviewed by journalist Dominik Jaskulski for the news organization Fronda. Dominik has kindly allowed us to publish excerpts from his translation of the interview. Father Sirico, tell us why your conference, organized with the Foundation PAFERE, is important for Poland. Today, many people in the world are in a situation of transition. If you do not respond well in such conditions, you may see a repeat episode where – as...
Memorial Day: On hallowed ground
When I lived in Hawaii my family visited Punchbowl National Cemetery to see where my grandfather’s high school buddy was buried. He was killed in the Pacific Theatre in World War II. As a child I had two thoughts that day. It was taking a long time to find his grave simply because it was a sea of stones and I remember thinking at the time, I wonder if his family wanted him buried here, so far from home. Did...
Acton Commentary: Reappraising the Right
In this week’s Acton Commentary, I reviewed a new book by George H. Nash on the history of the American conservative movement: Reappraising the Right By Bruce Edward Walker In his 1950 work, “The Liberal Imagination,” Lionel Trilling famously stated that American liberalism was the one true political philosophy, claiming it as the nation’s “sole intellectual tradition.” Unknown to him, two young men — one toiling as a professor at Michigan State Agricultural College (now Michigan State University) and the...
Acton Lecture Series: Does Social Justice Require Socialism?
Rev. Robert A. Sirico at Acton Lecture Series We’ve had a lot of requests recently for the audio of Rev. Sirico’s lecture on social justice. We’re posting a recording of his April 15 Acton Lecture Series presentation, “Does Social Justice Require Socialism?” In this talk, he addresses the increasing calls for government intervention in financial market regulation, health care, education reform, and economic stimulus in the name of “social justice.” Watch for more ALS audio on the blog in the...
Ecology and Economy
I just finished writing a review of Robert H. Nelson’s book, The New Holy Wars: Economic Religion vs. Environmental Religion in Contemporary America (Penn State University Press, 2010) that will appear later this year in Calvin Theological Journal. It is a good book. It is a timely book. There are flaws, but overall there is much to learn from Nelson’s analysis. I found a good summary passage that appears as a footnote on p. 171: The terms ecology and economics...
Acton Lecture Series: Alinsky for Dummies
Joseph Morris at Acton Lecture Series We’re posting the audio from Mr. Joseph Morris’ excellent May 6 Acton Lecture Series presentation, Alinsky for Dummies: His Persistent Influence and Its Meaning for American Society and Politics. As Lord Acton warned that power corrupts, Saul Alinsky — the father of modern munity organizing” — rejoiced that corruption empowers. Saul Alinsky As Morris pointed out, decades after Alinsky’s death his ideas and teaching continue to shape the American political and social landscape. Barack...
Self-Sufficiency in Sand Lake
This is a really intriguing story about a munity beset by an unfriendly local tax environment, “Sand Lake civil war: Move to dissolve es down to taxes.” The village government of Sand Lake, Michigan, is threatened with dissolution. As you might expect, those facing the chopping block are crying foul. How’s this for overblown rhetoric? “This is domestic terrorism. It’s an attack on small town USA. I have a personal anger against these people. Their purpose is not the good...
Rethinking Wallis and the Tea Parties
I’ve recently stumbled across the fantastic blog of Craig Carter, a professor at Tyndale University & Seminary in Toronto, and author of Rethinking Christ and Culture: A Post-Christendom Perspective. Take a moment to add it to your RSS reader of choice, and then go ahead and read his thorough critique of Jim Wallis’ hatchet job on the Tea Party movement. ...
Acton Lecture Series: Virtue and Liberty in the American Founding
More audio from this year’s Acton Lecture Series. In “Virtue and Liberty in the American Founding,” Dr. John Pinheiro examines the American Founders’ understanding of liberty as rooted in a classical and Christian understanding of virtue. His talk touched on the reasons why George Washington argued that public happiness could be attained without private morality and why John Adams wrote that, “[I]t is religion and morality alone which can establish the principles upon which freedom can securely stand. The only...
Related Classification
Copyright 2023-2026 - www.mreligion.com All Rights Reserved