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Rankings
These are the companies where the board's pay decision moved against the stock record or outran what shareholders actually got back.
Sort the filing table by any column, then open the ticker to review the underlying pay package.
Methodology
We compare year-over-year changes in three metrics for each company's CEO: total compensation as set by the board, realized pay (compensation actually received after stock-based adjustments), and total shareholder return.
A company appears here when the board's reported pay decision moved in the opposite direction from stock returns, or when pay rose far faster than shareholder gains, between the two most recent fiscal years. Realized pay (CAP) is used to classify severity, not as an inclusion filter.
Wealth Transfer — the board raised pay while stock fell, and the CEO's realized pay also rose. The worst governance outcome: shareholders lost value while the executive captured more.
Governance Gap — the board raised pay while stock fell, but the market corrected realized pay downward. The board's decision was still misaligned, though equity adjustments offset part of the damage.
Windfall — stock rose, but the board raised pay by a much larger multiple. Shareholders participated in the upside, but the pay package outran the value created.
Timing Mismatch — the board cut pay while stock rose. Often reflects equity vesting timing or conservative board adjustments, not governance failure.
FAQ
When a board raises CEO compensation while the company's stock declines, it signals a disconnect between pay and performance. This is what we classify as a 'wealth transfer' or 'governance gap' depending on whether the CEO's realized pay also rose. In the worst cases, shareholders lose value while the executive captures more. Say-on-pay votes and proxy advisory firms often flag these situations, but boards retain final authority over pay decisions.
CEO pay and stock performance are connected through equity-based compensation (stock awards and options) and through board decisions that are supposed to reward value creation. Most CEO pay packages are designed so that a significant portion -- often 60-80% -- is tied to stock price through equity grants. However, the board sets total reported compensation, which may not track stock returns in any given year. Our rankings compare year-over-year changes in board-set pay, realized pay, and total shareholder return to measure actual alignment.
Say-on-pay is a non-binding shareholder vote on executive compensation required at most public companies. Shareholders vote to approve or disapprove the CEO's pay package as disclosed in the annual proxy statement. While the vote is advisory (the board is not legally required to follow it), a failed say-on-pay vote -- typically defined as less than 70% approval -- puts significant pressure on the compensation committee to make changes. Large pay-performance disconnects are one of the factors proxy advisory firms cite when recommending an 'against' vote.
Reported pay (from the Summary Compensation Table) reflects the value of the compensation package as set by the board, including the grant-date fair value of stock and option awards. Realized pay (Compensation Actually Paid, or CAP) adjusts for how those equity awards actually performed -- if the stock dropped after grants were made, realized pay is lower than reported pay, and vice versa. Our rankings use both measures: reported pay to judge the board's decision, and realized pay to assess whether the market corrected that decision.
Sources
All data sourced from SEC EDGAR proxy filings. Reported compensation from annual proxy statements. Realized pay and total shareholder return from pay-versus-performance disclosures required by federal securities law. Data processed and validated by rentseek.ing.
Filing Lookup
Search the archive for the full CEO pay dossier and compare the board's package to the filing record.
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