ISS also hammered on the idea that Nadella's 2014 compensation -- which it estimated at $90.8 million -- was very high when compared to corporate peers. According to ISS, Nadella's number was nearly six times higher than the median for peer CEOs.
Others, though, were okay with Nadella's pay, or accepted it with some caveats.
Bob Buford, a Portland, Ore.-based compensation consultant, reiterated his belief that Nadella's compensation, although large, was within the technology ballpark. "If you look at the history of Microsoft specifically, and technology in general, they're all pretty aggressive payers," Buford said in a phone interview Wednesday. "This doesn't stick out like a sore thumb."
And the large up-front grant to Nadella, while not standard practice when someone takes over from a founder or from someone there since the beginning, has precedents. "Apple did pretty much the same thing," Buford said, referring to the massive one-million share grant given to Tim Cook in 2011 when he took over from an ailing Steve Jobs.
And Glass, Lewis & Co., another top proxy advisor, recommended that investors approve Microsoft's executive compensation plans, including Nadella's. "The considerable changes in the Company's strategy and management over the past fiscal year, the unique context surrounding the previous CEOs and the Company's generally adequate record of aligning pay with performance have mitigated our concerns to a sufficient degree at this time," the firm told its clients.
The vote on executive compensation is non-binding, which means that the board can ignore a thumbs down. "It really depends on the magnitude, if there is a 'No' vote," said Buford. "If the magnitude is large, the board may then reconsider its compensation practice, but it would highly unusual to take action on an individual basis."
Microsoft will hold its annual shareholders meeting on Wednesday, Dec. 3, when stockholders will vote on executive pay packages and elect people to the board.
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