Both GE and Northern Trust have filed additional soliciting materials reacting to ISS’s “No” recommendations on their non-binding say-on-pay proposals.
GE notes a “significant disagreement” with ISS. GE’s materials directly confront ISS. GE’s points are:
- ISS’s analysis fails to consider actions that aligned pay with performance during the recession.
- Mr. Immelt’s pay increased a modest 6.4% since 2007, the last year he received a bonus.
- ISS’s valuation of Mr. Immelt’s option grant significantly overstates his total compensation.
- ISS’s model to value options differs from GE’s model and is inconsistent with applicable accounting guidance.
ISS claims Northern Trust has a pay-for-performance disconnect. Northern Trust’s materials reemphasize components of compensation related to equity-based incentive pay, cash incentives and business results. Northern Trust also claims that ISS’s calculations of comparative financial performance are flawed because the index includes several companies engaged in entirely different and unrelated businesses. Its also worth noting that Glass Lewis & Co. recommended shareholders approve executive compensation.
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