executive compensation

Influential shareholder advisory groups Institutional Shareholder Services and Glass Lewis advised Universal Music Group (UMG) investors to vote their disapproval of a UMG compensation report that details CEO Lucian Grainge‘s 2023 pay package, which included a one-time $100 million stock and options award, when it’s put to an advisory vote at UMG’s annual meeting on May 16.

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It’s the second year in a row that ISS and Glass Lewis have criticized Grainge’s compensation package –with ISS calling it “excessive” and Glass Lewis saying it has “severe reservations” about UMG’s remuneration report – and it could stir opposition among investors, many of whom expressed reservations about payouts at last year’s annual meeting.

UMG did not respond to a request for comment.

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While investor advisory votes are non-binding and Grainge and other UMG executives are expected to keep their compensation regardless of the outcome, they are considered a measure of investor sentiment, which has hardened in recent years.

Last year, a slim majority of UMG investors – roughly 59% of shares – voted in favor of the executive pay packages for Grainge, who has been CEO of UMG since 2010, and his deputy CEO Vincent Vallejo, at the company’s annual meeting.

Other media and entertainment companies have fared worse. Investors in Cumulus Media overwhelmingly rejected CEO Mary Berner‘s $4.5 million 2023 compensation earlier this month. Last June, 53% of Live Nation shares were voted against CEO Michael Rapino‘s nearly $139 million 2022 compensation package.

Rapino and Live Nation’s president/CFO Joe Berchtold, who earned $52.4 million in 2022, were the best paid music executives of that year, and the board of the world’s largest concert promotion and ticketing company said that pay reflected “strong leadership decisions” made during the pandemic that contributed to a record-breaking $16.7 billion in Live Nation revenue in 2022.

Grainge, 64, was the third highest paid music executive of 2022, having made a total compensation of 47.3 million euros ($49.7 million) thanks to a 28.8 million euros ($30.3 million) performance bonus in addition to a base salary of 15.4 million euros ($16.2 million).

For 2023, Grainge’s base salary and cash bonus were reduced by half to 7.5 million euros (just over $8 million) and 15.16 million euros (nearly $16.3 million), respectively. The significant boost to his total compensation is owed to a one-time transition equity award worth 92,406,852 euros (roughly $100 million) that is comprised of 50% restricted stock units and 50% performance stock options. The performance stock options vest over the coming five years and can only be excised once UMG’s stock hits certain thresholds. UMG’s stock last traded at 29.23 euros ($31.44).

Taking into account other short-term and long-term incentives and benefits, Grainge’s total 2023 compensation is 138,814,000 euros or $128,264,000 based on a monthly average foreign exchange rate of 0.924.

The shareholder advisory firms were aligned in their concerns over how UMG’s pay practices compared to similar companies and argued the one-time transition award was not sufficiently linked to the company’s stock performance.

ISS said Grainge’s pay was more than 25 times higher than the median pay of CEOs from a peer group that included companies like Spotify and Vivendi.

In its report, Glass Lewis cited an alert published by Eumedion, the Dutch Corporate Governance Forum for institutional investors, which said it was “unclear if the company can count on societal support for the CEO’s total remuneration … in addition to the dissent shareholders expressed at the company’s 2023 general meeting.”

UMG said in its annual report that “the increase in remuneration year-over-year is primarily driven by the transition to a more performance-based and share-based remuneration package.”

UMG’s stock rose 17% in 2023, “which it believes is indicative of the success of its recent remuneration practices in incentivizing the creation of value,” according to the Glass Lewis report.

ISS also recommended investors vote against the election of Bill Ackman, the billionaire investor whose Pershing Square Capital Management owns 10.25% of UMG, and also against Cyrille Bollore, Manning Doherty, Catherine Lawson-Hall, James Mitchell and Vincent Vallejo, because the board “lacks sufficient independence among its members.”