Activision shows the case for changing the CEO pay game

There are 10,000 people at Activision Blizzard, and they had an exceptional year in 2020, distracting us from the pandemic with Candy Crush and Call of Duty. As millions of us spent more time with our couches, the California games company’s market value leapt 57 per cent from the start of 2020 to almost $72bn.

Its wage bill increased too: Activision’s median employee earned $99,100, up 5 per cent. But nobody on the payroll had a better 2020 than Bobby Kotick, its chief executive, who earned almost $155m in the year.

Activision’s board said this was pay for performance. Many investors disagreed. On Monday, the company mustered just 54 per cent approval for its “say-on-pay” motion, even after keeping polls open for an extra week to twist more arms. As most such votes sail through, this is a rebuke worth heeding.

If you can plough through the 73 pages of Activision’s proxy statement devoted to explaining its executive compensation, you will see how we came to this point: Kotick’s 2016 contract included a chunk of stock tied to the ambitious target of more than doubling the company’s equity valuation. With a little help from Covid-19, he did just that, unlocking rewards worth 1,560 times his median employee’s 2020 pay. 

He is not alone in having had a lucrative pandemic: six of the 10 largest executive packages on record were awarded last year, compensation group Equilar estimated. But the average US CEO pay ratio had already grown from 61:1 to 320:1 in the 30 years before Covid-19 struck, according to the Economic Policy Institute, and that gulf has started to trouble investors. 

Shareholders in GE, Starbucks and Walgreens Boots Alliance have voted against their chief executives’ compensation in a record year for failed pay votes. BlackRock, Vanguard and State Street, fund managers not known for their redistributive tendencies, have been among the rebels. As Morgan Stanley analysts noted this week, companies that lost pay votes tended to underperform.

Almost half of the investors whose interests were supposed to be aligned with Kotick’s rewards decided that Activision, too, had gone too far, even after it rethought his package “to address shareholder concerns regarding the quantum of the CEO’s compensation”. 

Arguably, Activision has done everything by the book. Almost all of Kotick’s pay is tied to performance and recent changes will make a repeat of 2020’s windfall harder. Activision also claims that its peers’ stock grants have diluted other shareholders more.

But as more companies tread that fine line between alignment and dilution, there is a growing case for America’s pay playbook to change. 

According to Harvard Business School’s Sandra Sucher, author of The Power of Trust, the widening pay gap is shaking faith in business just as companies and investors are trying to project an image of social responsibility. 

“I don’t know whether there’s a study that says the extra $100m makes [a CEO] either more competent or stay longer,” she observed.

Sucher sees two shifts in investors’ thinking about executive rewards: a wish to tie them to targets beyond shareholder returns alone and a desire to align them with a wider group of stakeholders.

More than a third of Russell 3000 companies now weigh environmental, social or governance factors, such as diversity or their human rights record, in their pay calculations, according to the Conference Board and Esgauge Analytics. But these typically put only a fraction of the total at risk. (A relatively high 20 per cent in Kotick’s case.)

Boards that see stock as an essential incentive for executives have been far slower to apply the same logic to ordinary staff. Employee share ownership has not soared alongside CEOs’ stock-heavy incentives, but investors could insist on changing that. 

Activision grants stock even to quite junior staff, but had it decided that Kotick could get by on $55m last year, the spare $100m could have given each of its 10,000 people another $10,000. That would have given the median employee a motivating 10 per cent raise. 

America’s executive pay debate now involves “quantums” so large that it has become a question of capital allocation. Any chief executive proposing a $155m acquisition could expect their board to ask whether that cash or paper might be better spent another way. But when it comes to investing in their CEOs, directors seem less interested in debating whether the capital could be more fruitfully spent on employees further from the boardroom.

Two years after the Business Roundtable’s statement that companies should treat other stakeholders as investors’ equals, there has been no stakeholder capitalism revolution in executive pay. 

Corporate America’s rhetoric has changed. Now its incentives must too. 

andrew.edgecliffe-johnson@ft.com