‘Excessive’ Pay
Still, Institutional Shareholder Services describes the CEO’s salary as “excessive” and notes that it could bloat his golden parachute to $46 million if the company gets bought. The proxy adviser gave Bed, Bath & Beyond a rating of 10, its worst governance score, meaning its structure may have a greater probability of risks to its reputation, long-term value or fiduciary obligations.
Bed, Bath & Beyond is joined by car-parts maker BorgWarner Inc., chemical producer FMC Corp., mall operator General Growth Properties Inc., and utilities owner Exelon Corp. in receiving less than 50 percent support in its most recent vote. Representatives of Exelon and BorgWarner said the companies take the votes seriously and are seeking investor feedback. The other companies didn’t return requests for comment.
In addition to Bed, Bath & Beyond, only Oracle Corp. has received less than 50 percent support in two consecutive years. The Redwood City, California-based software maker is on its fourth failed year. Deborah Hellinger, an Oracle spokeswoman, declined to comment.
Stringer noted Bed, Bath & Beyond’s compensation committee members Dean S. Adler, Stanley F. Barshay and Victoria Morrison have each served on the board for more than 13 years, which “highlights the need for new directors that are able to exercise strong, independent oversight of management.” Each received about 65 percent support after calls by Stringer and ISS to oust them. The committee doesn’t have a chair, which is rare.
Bed, Bath & Beyond shares fell 37 percent in 2015, compared with a 10 percent increase in the S&P 500 Consumer Discretionary Sector Index. This year, the company’s shares are down 10 percent.