CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2022 (defined as the Early Filers). While 2022 financial performance was up around double digits, total shareholder return (TSR) was down (-16%) impacted by economic uncertainty and macroeconomic issues. Median CEO total direct compensation was up +4% largely delivered in the form of long-term incentive awards. This report covers 2022 financial performance, CEO actual pay levels, annual incentive payouts and Say on Pay results for the Early Filers.

Key Findings

• Performance: 2022 financial performance – as measured by revenue, pre-tax income, and earnings per share (EPS) – was strong, with median revenue (+11.8%), pre-tax income (+10.0%), and EPS (+8.9%) all up, though modest compared to 2021. One-year total shareholder return, or TSR, was down year-over-year (-16.4%).
• CEO Pay: Median CEO total direct compensation increased +4% year over year, driven by a 15% increase in the grant-date value of long-term incentives (LTI). While median bonus payout was down -8% from last year, 2021 was a year of high payouts.
• Annual Incentive Payout: Overall, 2022 median bonus payout for CEOs was above target (119% of target). While this is lower than 2021 (when median payout was 149% of target), two-thirds of companies in this study had a payout at or above target, reflecting continued strong financial performance. Payout for the CEO was generally in line with the corporate payout factor (i.e., the percentage at which the annual incentive funds based on company performance) as companies were less likely to make discretionary adjustments (up or down) to CEO pay.
• Say on Pay Results: For the third year in a row, median say on pay support was 95%. We saw a sharp increase year over year in the number of companies receiving 80% or higher support (98% this year vs. 88% last year).

2022 Performance

Financial performance in 2022 was very strong though not as robust as 2021. Median revenue (+11.8%), pre-tax income (+10.0%) and EPS (+8.9%) growth were up around 10% year over year. By contrast, median revenue was up nearly +20%, pre-tax income was up +65% and EPS growth was up +50% in 2021.

Despite strong financial performance in 2022, median TSR for the group was down (-16.4%) impacted by volatility in the stock market from economic headwinds and macroeconomic issues (such as inflation, higher interest rates, supply chain difficulties, and the war in Ukraine). One-year financial and TSR performance for the Early Filers are consistent with S&P 500 results.

(1) Reflects companies in the S&P 500 as of December 2022. For the S&P 500, financial performance and TSR are as of September 30, 2022 and September 30, 2021. For Early Filers, financial performance and TSR are as of each company’s fiscal year end.

CEO Actual Total Direct Compensation

In 2022, median total direct compensation – base salary plus actual bonus payout plus grant-date value of LTI – for the CEO was up modestly (+4%) mostly delivered in the form of LTI (+15%). Long-term incentive awards are generally approved in the first quarter (i.e., September 2021 – January 2022 for Early Filers) and significant increases in award value are typically to recognize strong company and/or individual performance from the prior year.

Despite strong 1-year financial performance and an increase in the median target bonus opportunity for CEOs, median annual incentive payout was down year over year (-8%) resulting in slightly lower actual total cash compensation (-2%) in 2022. While the annual incentive payout was lower than last year, median payout was above target (see next section). Median base salary was up slightly (+2%).

Annual Incentive Plan Payout

In 2022, median annual incentive payout was 119% of target. Although median payout was above target for the second year in a row, it is down from 2021 (when both performance and pay rebounded from 2020). In fact, 75th percentile payout this year (149% of target) is the same as median payout last year. Payout at the 25th percentile was 84% of target, which is similar to the median payout in 2020.

Thirty companies in our sample had an annual incentive payout that was at or above target in 2022 (median payout of 133% of target). Median revenue, pre-tax income and EPS performance for these companies are in line with median financial performance for Early Filers as a whole. For companies with below target performance (median payout of 74% of target), median revenue growth was strong (+6.4%) although median pre-tax income and EPS declined (-18.4% and -4.5% respectively) suggesting that these companies raised prices (or grew through acquisition) but were not able to overcome inflationary pressures, rising operating costs and other macroeconomic factors. Median TSR was down modestly for at or above target performers (-7.3%) and down significantly for below target performers (-24.0%).

The distribution of annual incentive payouts somewhat normalized in 2022. Approximately two-thirds of Early Filers had an annual incentive payout at or above target. This is less than last year (when nearly 90% of companies had at or above target payouts) but higher than 2020 (when it was only 37% of companies). The percentage of companies with a payout greater than 150% of target was similar for 2022 and 2020 (25% and 21%, respectively) but much lower than 2021 (46% of companies).

Approximately one-third of Early Filers incorporate individual performance in the annual incentive payout for the CEO. This means that the CEO’s payout as a percentage of target may be higher or lower than that of the corporate payout factor (i.e., the percentage at which the annual incentive funds based on company performance).

In 2022, the CEO’s payout was generally in line with the corporate payout factor. For example, 25% of companies had a corporate payout factor that was at or above 150% of target in 2022 and 24% of CEOs had a payout that was at or above 150%. This differs from 2021, particularly for at or above target payouts, when we saw a greater variation between the corporate payout factor and the CEO’s payout.

Say on Pay Findings

Say on Pay shareholder support, overall, continues to be strong. For the third year in a row, median support for the Early Filers is around 95%. Although the median vote outcome is similar as prior years, the percentage of companies with support at or above 80% continues to climb (98% for 2022 pay vs. 88% for 2021 and 79% for 2020). No company in our sample received less than 70% shareholder approval this year. While there are many factors that shareholders consider when making their vote (e.g., pay level, structure, performance, etc.), the reduced level in discretion for determining CEO bonus payout is also likely a contributing factor in this strong support.

Looking Ahead

2022 financial performance, while strong, was more modest relative to the robust performance of 2021, leading to a more modest increase in CEO pay year-over-year delivered largely through long-term incentives. Still, among the Early Filers, median annual incentive payout was 119% of target with approximately 67% of companies providing payouts at or above target, indicating that corporate performance was by no means lackluster. We anticipate we will continue to see an increase in LTI award value in 2023, given strong 2022 financial performance. We will likely see a slight uptick in share usage next year as companies try to provide a similar (or higher) LTI value to executives at a lower stock price.

We expect continued scrutiny on executive compensation in the coming year. Calendar year-end companies are subject to the new SEC pay-for-performance disclosure. As we see with early disclosures, there is wide variation in level of information provided, and time will tell as to how investors will use this information in the future. Companies will also need to update their clawback policy in the next several months to abide by SEC regulations and listing standards. These are just a few items that will continue to bring executive compensation into the broader conversation, as stock market uncertainty continues.

Early Filers Company Sample

CAP’s study reflects 50 companies with fiscal years ending between August and October 2022. Industry sectors reviewed include: Communication Services, Consumer Discretionary, Consumer Staples, Financials, Health Care, Industrials, Information Technology and Materials. Revenues for these companies ranged from $1.2 billion – $394 billion (median revenues of $11.6 billion); median fiscal-year-end market capitalization was $12.9 billion.

Jared Sorhaindo, Matthew Schwarcz and Kristine Stanners provided research assistance for this report.