We tested 487 S&P 500 companies on a simple question: did the board raise CEO pay while shareholders lost money? 71 companies failed. Their boards gave the CEO a raise while the stock fell — a governance red flag hiding in plain sight.
This isn’t “the highest-paid CEOs” list. High pay at a company with rising stock isn’t a governance problem. We looked for something specific: companies where the board’s compensation decision moved in the opposite direction of shareholder returns. Of those 71, we then checked realized pay to separate the worst cases from the rest.
Key findings
- 71 companies where the board raised CEO pay while the stock fell — the clearest governance red flag in compensation data.
- Of those, 24 are wealth transfers: the CEO’s realized pay also rose, meaning the CEO got richer while shareholders got poorer. Moderna, Sirius XM, Illumina, and Albemarle had the most extreme disconnects.
- The remaining 47 are governance gaps: the board raised pay, but the market corrected it through equity revaluation — the CEO’s realized pay fell despite the raise.
- The most extreme raise: Sirius XM — the board gave a 5× raise while the stock halved.
- The largest dollar disconnect: Moderna — Stéphane Bancel’s realized pay surged $161M while the stock cratered 295 percentage points.
The governance red flags
Of the 71 pay-up-stock-down companies, 24 are the worst kind: the CEO’s realized pay also rose, confirming the wealth transfer. These are the cases where board discretion overrode market signals and the CEO actually got richer — ranked by total dollar misalignment.
1. Moderna — $164M disconnect while stock cratered
Stéphane Bancel’s reported pay rose 18% ($3M) and his realized pay surged 104% ($161M) — while Moderna stock fell 295 percentage points. The realized pay spike reflects prior-year equity revaluations from vaccine-era grants, creating a perverse outcome: the CEO’s wealth grew $161M while shareholders watched the stock lose most of its value. The board chose to raise base pay on top of it. Total misalignment: $164M.
2. Sirius XM — The 5× raise while stock halved
Jennifer Witz’s pay rose 418% ($30M) and realized pay jumped 301% ($9M) while the stock fell 48 percentage points. The board quintupled CEO compensation during a year shareholders would rather forget. Not the largest dollar amount, but the most directionally extreme case in the dataset. Total misalignment: $39M.
3. Illumina — New CEO, triple the pay, stock drops
Jacob Thaysen’s reported pay rose 216% ($10M) and his realized pay surged 276% ($28M) while Illumina stock fell 19 percentage points. The genomics company brought in a new CEO after the messy deSouza departure and Carl Icahn proxy fight — then tripled the pay package while the stock continued to slide. Total misalignment: $38M.
4. Albemarle — Lithium crash meets 71% raise
Kent Masters’s reported pay rose 71% ($10M) and his realized pay nearly tripled ($9M, +192%) — while Albemarle stock plummeted 81 percentage points. The world’s largest lithium producer saw prices collapse and shareholder value evaporate, yet the board substantially raised the CEO’s compensation. Total misalignment: $20M.
The other pattern: pay down, stock up
Another 68 companies show the mirror image: the board cut pay while the stock rose. This is usually an equity timing issue rather than a governance failure — prior-year grants deflate while current-year stock climbs. It hurts CEOs more than shareholders, but it still shows the compensation structure isn’t tracking shareholder outcomes. Combined with the 71 above, 139 S&P 500 companies — nearly 29% — had misaligned pay in FY2024.
TPG — $220M misalignment while stock soared
Jon Winkelried’s reported pay dropped 83.5% ($166M) and his realized pay fell 18.1% ($54M) while shareholders earned +80 percentage points. The board slashed pay and equity revaluations compounded it into the largest dollar misalignment in the dataset.
CrowdStrike — Post-outage whiplash
George Kurtz took a 25.1% pay cut ($12M) after the July 2024 global outage — a reasonable board response. But the stock recovered massively (+173pp), and Kurtz’s realized pay cratered 56.8% ($195M) as equity revaluation timing lagged the recovery. The board punished what shareholders forgave. Total: $207M.
How we measure misalignment
The primary test is simple: did the board raise CEO pay while the stock fell? That’s the governance red flag. But we go a step further using realized pay to determine severity.
Reported compensation (from the annual proxy filing) reflects the board’s decision at grant date. It measures intent: what did the board decide to pay, given the company’s performance?
Realized pay reflects the market’s outcome. It measures result: what did the CEO actually take home after stock price changes adjusted their equity?
When the board raises pay and the stock falls, that’s a governance gap. When the CEO’s realized pay also rises, that’s a wealth transfer — the worst category.
We compared each company’s most recent consecutive fiscal years and asked: did reported compensation move in the same direction as Total Shareholder Return? The test is directional — pay up and stock up counts as aligned, regardless of magnitude. Then we check realized pay to separate wealth transfers from governance gaps.
Of 487 companies with matched data, 71 (14.6%) raised CEO pay while the stock fell. These are the companies where say-on-pay votes, engagement letters, and shareholder proposals have the most leverage.
139 misaligned companies. We ranked all of them.
More red flags in the data
The four companies above aren’t outliers. Across 487 companies, 71 boards raised CEO pay while their stock declined. Here are more that stood out — including both wealth transfers and governance gaps.
- Semtech (wealth transfer): +629% reported, +145% realized, stock down 24pp. Mohan Maheswaran’s pay sextupled while the semiconductor stock gave back shareholder gains.
- Roku (wealth transfer): +37% reported, +24% realized, stock down 13pp. Anthony Wood saw a $19M combined pay increase while shareholders gave back a full year of gains.
- Cigna (wealth transfer): +10.5% reported, +134% realized, stock down 10pp. David Cordani’s realized pay more than doubled while the insurer’s stock slid.
- Taboola (governance gap): +73% reported, stock down — but the market corrected through equity revaluation. The board gave the raise; the stock market took it back. This is the more common pattern: 47 of the 71 pay-up-stock-down companies fall into this category.
- Amkor (wealth transfer): +30% reported, +46% realized, stock down 55pp. Semiconductor packaging stock collapsed; pay went the other direction.
The distinction matters for shareholders. Wealth transfers are the worst case — the CEO actually got richer while you got poorer. Governance gaps show a board that made the wrong call, but the equity structure partially self-corrected. Both are red flags, but they call for different responses at the ballot box.
See all 139 companies
We ranked each company by dollar misalignment. Wealth transfers (where both reported and realized pay moved against shareholders) rank highest. The interactive table lets you sort by any metric and filter between pay-up-stock-down (71 companies) and pay-down-stock-up (68 companies).
Full ranking: 139 misaligned companies
Sortable by CEO pay change, realized pay change, and stock return. Every number is from the company’s SEC proxy filing.
See the full ranking →Sources & Methodology
- Data: SEC EDGAR proxy filings (DEF 14A, 20-F) for 500+ S&P 500 companies. This analysis uses 487 companies with matched Pay vs. Performance, Summary Compensation Table, and Total Shareholder Return data for consecutive fiscal years, extracted via our deterministic pipeline.
- Alignment test: Primary signal is directional — did the board raise reported compensation while TSR fell (or vice versa)? Realized pay determines severity tier: if it also moved against shareholders, it’s a wealth transfer; if the market corrected, it’s a governance gap. Compares each company’s most recent consecutive fiscal years.
- Ranking: Wealth transfers ranked by total dollar misalignment (|reported| + |realized| pay change) and always appear first. Governance gaps ranked by |reported pay change| alone. Within each tier, sorted by magnitude.
- Limitations: Realized pay is an SEC formula that includes unrealized equity value changes — it mechanically correlates with stock price, which partly explains the pay-down-stock-up pattern. Our directional test does not penalize magnitude mismatches. One-year windows can misclassify long-cycle incentive plans. Boards may have valid multi-year reasons for pay decisions that appear misaligned in a single-year snapshot.
- Related: Interactive ranking table
71 boards raised pay while the stock fell. That’s the short list.
Every week we dig into the proxy filings most analysts skip — governance red flags, mega-grants, and the boards that keep raising pay while the stock craters. One email, Fridays.