Hedge Funds, Institutional Investors Fight Board-Pay Bans

Jan 3 2014 | 12:43pm ET

Activist hedge funds have won an unlikely ally in their effort to retain the ability to pay their nominees to corporate boards of directors.

Institutional Shareholder Services has come out against the growing practice of companies banning such compensation. ISS often opposes hedge funds' proxy battles with companies, it wants decisions on how they are compensated left to investors.

"Whether investors are for or against Hess-like compensation," ISS' Chris Cernich told the Financial Times, referring to Elliott Management's plan to pay bonuses to its nominees to Hess Corp.'s board, "they are unified they want to be able to decide for themselves."

At least 33 U.S. companies have changed their bylaws to ban directors receiving payments from third parties. But activist managers have defended the practice, noting that it helps level the playing field against entrenched boards, who often compensate themselves lavishly for their work.

"Why is it alright for a company to give directors free access to planes and hundreds of thousands in board fees and all kinds of perks, yet if I find a Nobel Prize-winner who is going to really help a company it is not alright for me as a holder of a lot of stock to give him a share in my profits?" Carl Icahn asked. "If you give a director hundreds of thousands in board fees a meeting and all kinds of perks, he doesn't have a lot of incentive to see that come to an end."


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