Berkshire Investors Advised to Withhold Votes on Four Directors


Berkshire Hathaway Inc. investors should withhold votes for four board members because of ineffective oversight on compensation, proxy-advisory firm Institutional Shareholder Services said.

Executive pay at Berkshire “lacks a measurable link to company performance,” ISS said in a report dated April 16. Two vice chairman at Berkshire, Gregory Abel and Ajit Jain, each receive base salaries of $16 million -- among the highest of any executive at a U.S. company, according to the report.

Without an option to vote on compensation directly, ISS recommended shareholders withhold support for the four directors because they serve on the conglomerate’s governance, compensation and nominating committee. The advisory applies to Susan Decker, David Gottesman, Walter Scott Jr. and Meryl Witmer.

“Proxy statement disclosure of compensation decisions continues to be minimal, raising questions over whether the compensation committee is providing effective oversight,” ISS said.

The Financial Times previously reported the ISS recommendation. Representatives for Berkshire didn’t immediately respond to a request for comment.

Last week, the California Public Employees’ Retirement System said it was opposing several board members due to what it said were failures related to Berkshire’s environmental disclosures. Investment manager Neuberger Berman Group LLC disclosed Friday that it voted against several directors because it wants the company to improve environmental, social and governance practices and objects to the board’s structure.

ISS also recommended shareholders vote in favor of a proposal submitted by Calpers, Federated Hermes Inc. and Caisse de Depot et Placement du Quebec seeking a report on climate-related risk. The shareholder adviser likewise backed a resolution that would require Berkshire to report on its diversity and inclusion efforts. Berkshire’s board said in a March 15 proxy statement that it unanimously opposed both measures.

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