To judge from CEO compensation, which remains at healthy levels, according to Health Plan Week's annual survey, publicly traded health insurers have not been cowed by the “say on pay” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
But insurers aren’t ignoring the rules, either.
2012 marks the second year that shareholders have the chance to have their say on pay. The law requires public companies to allow shareholders to cast nonbinding advisory votes on executive compensation and on the frequency of these votes.
At Aetna Inc., for example, 225 million shareholders voted in 2011 to hold a say on pay vote every year, compared with 2 million for every two years and 67 million for every three years. (There also were 8 million abstentions and 28 million broker non-votes.) Although the vote was advisory, Aetna’s proxy stated that “the choice that receives the majority of the votes cast will be considered approved.”
But when it came to actual compensation levels, two-thirds of shareholders voted last year to approve Aetna’s executive compensation. (That being said, Aetna's 2011 proxy reported that CEO Mark Bertolini's compensation fell from $12.6 million in 2009 to $8.8 million in 2010.)
Still, Aetna, like many insurers, also added new transparency in its discussion of executive compensation. And for a second year in a row, this year the insurer followed up its 85-page proxy statement, which devoted 33 pages to executive compensation, with another filing the same day that “explains some key aspects of our executive compensation philosophy.” Aetna noted that “given the public focus on administrative costs of health insurers, we anticipate some media attention on executive compensation.” While that document omits CEO Mark Bertolini’s eye-popping $10.6 million compensation, it does provide talking points emphasizing that “executive compensation for 2011 reflected our strong performance last year.”