In addition, they both opposed the re-election to the board of James A. Johnson, an independent director.
The C$201.5 billion ($184.9 billion) Canada Pension Plan Investment Board, Toronto, will vote in favor of the executive pay and all the directors.
The $178.6 billion Tallahassee-based FSBA will vote against the executive pay “due to the level of discretionary authority of the compensation committee in setting variable compensation awards” and the “lack of relative performance metrics under the long-term incentive plan,” according to an FSBA statement.
A Glass Lewis report recommending clients vote against the executive pay, states Goldman Sachs “has again failed to align executive pay with performance, receiving an 'F' in our pay-for-performance analysis for 2013 following consecutive grades of 'D' in 2011 and 2012. Moreover, it remains difficult for shareholders to even understand how pay levels are being set in any given year, with limited disclosure regarding bonus allocations.”
Institutional Shareholder Services in a report recommends clients cast “a cautionary” vote in favor of the executive pay, noting, “Concerns remain regarding the significant discretion that continues to apply under the company's annual and long-term compensation plans; it is difficult to determine whether recent advances in CEO pay are warranted without a formal incentive structure.”
Egan-Jones Proxy Services recommends clients support the executive pay.
In voting against Mr. Johnson, FSBA said in the statement, “As head of the compensation committee, Johnson bears some responsibility for the excessive level of discretionary authority maintained by the compensation committee,” and his “15-year tenure on the (Goldman Sachs) board also raises questions about the level of independence as chair of the compensation committee.”
Glass Lewis in its report calling for clients to vote against the re-election of Mr. Johnson noted, “we concluded that Mr. Johnson's history of poor oversight as chairman and CEO at Fannie Mae (and as a director of) KB Home and UnitedHealth (Group Inc.), and his long tenure on the (Goldman Sachs) board and compensation committee weighed against the benefits of his continued service on the company's board.”
ISS and Egan-Jones recommend clients support all the directors.
FSBA, CPPIB and the three proxy advisory firms, along with Goldman Sachs management, oppose a shareholder proposal calling for proxy access to enable shareholder to nominate directors using corporate proxy materials.
The FSBA, which “typically supports proxy access for shareowners,” opposes the proposal because its “unnecessarily complex structure” limits eligibility to shareholders with at least 1% but less than 5% of ownership thresholds.
Glass Lewis in its report said, “we find the exclusion of this right for shareholders owning more than 5% of the company's securities to be inexplicable. We believe that significant long-term shareholders should be able to nominate director candidates and this provision hinders that ability.”
The FSBA holds 899,702 Goldman Sachs shares, valued at $140.6 million. The CPPIB holds 668,428 shares, valued at US$130.2 million.
The FSBA and CPPIB voting is according to their proxy-voting disclosures.
The Goldman Sachs annual meeting is Friday.