In October, Microsoft CEO Satya Nadella said that really, women shouldn't ask for raises. Nadella was speaking at the Grace Hopper Celebration of Women in Computing. Microsoft board member Maria Klawe, who is also the President of Harvey Mudd College--the rare university that has made substantial progress in getting more women to study computing-- asked Nadella how women should ask for more money. His response:
It's not really about asking for the raise, but knowing and having faith that the system will actually give you the right raises as you go along... That might be one of the initial 'super powers,' that quite frankly, women (who) don't ask for a raise have. It's good karma. It will come back.
Nadella apologized, but now he's getting a little Karma of his own. Institutional Shareholder Services, a firm that advises shareholders on proxy votes, is recommending that Nadella's own pay package--valued at approximately $90.8 million for the year ended June 30--get the thumbs' down.
Nadella does not get all that dough immediately. ISS's estimate includes a long-term incentive package that begins vesting in 2019 and a one-time bonus that begins vesting in 2015. According to Microsoft's proxy statement, Nadella will get $11.6 million in 2014. In a letter to shareholders, Microsoft's chairman of the board, John Thompson, said the pay package is necessary "to attract and motivate a world-class CEO that could lead Microsoft through its strategic transformation."
There's almost zero chance that Nadella's pay package will be substantially changed, but the ISS recommendation is still a slap in the face. Shareholders get to vote on executives' compensation thanks to the "say on pay" provision of the Dodd-Frank Act, but their vote is non-binding. The vote will take place at Microsoft's annual meeting in December.
ISS objects specifically to what it calls Nadella's "mega" grant of restricted stock, valued at $65 million. Those shares vest between 2019 and 2021. ISS says Nadella is allowed to sell up to one-fourth of his shares even if Microsoft does poorly, relative to its peers, between now and 2021.
Restricted stock is becoming an increasingly popular tool among big companies that want to hold on to senior-level talent, says Joe Riggione, managing director of Silicon Valley recruiting firm True. Unlike stock options, whose value can evaporate if the share price falls below the strike price, restricted stock is guaranteed to be worth something, as long as there is still any equity in the company.
ISS also said it was "concerning" that Nadella will get additional share grants each year. Nadella got the first allotment, of $13.6 million in restricted stock, in August.