Toronto-Dominion Bank | Executive Compensation at Toronto-Dominion Bank

97.20% votes in favour
AGM date
Previous AGM date
Proposal number
Resolution details
Company ticker
Resolution ask
Set targets or plans
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Company sector
Company HQ country
United States
Resolved clause
The Board of Directors undertake a review of executive compensation levels in relation to the entire workforce and, at reasonable cost and omitting proprietary information, publicly disclose the CEO- compensation-to-median-employee-pay-ratio on an annual basis.
Supporting statement
Job action by United Auto Workers and Hollywood talent illustrates the employee unrest impacting many industries and underscores the discrepancy between corporate profits and increased executive pay compared to workers’ trailing wages. Exacerbating this unrest is stagnant wage growth combined with rising inflation, particularly impacting necessities like housing, energy, and food1.
Sluggish wage growth trailing inflation for average employees is in stark contrast to executive compensation, where realized wages have continued to exceed inflation and diverge from the rest of the workforce. This data is widely available, and this growing gap is undisputed.
While companies with lower levels of unionization are less exposed to direct labour action, they are still exposed to similar financial impacts. This is often felt through increased employee turnover, absenteeism, and lowered employee morale. For instance, research has shown that a burnt-out employee can incur a cost equivalent to over 30% of their salary and that replacing an existing employee can cost up to 400% of their annual salary2.
To effectively implement strategies that increase company value, senior executives need engaged employees to execute their vision. Many studies show that social comparison is a powerful factor in human interaction and employee satisfaction is heavily dependent on perceived fairness in compensation3.
The perception that only executives benefit from company growth and that the average worker is not fairly compensated for their individual contribution is demotivating for employees. The CEO- compensation-to-median-employee-pay-ratio is a useful mechanism to evaluate and assess wage distributions within a company. When pay differentials are closely monitored and managed, employees are more likely to be highly engaged and productive.
Say-on-pay vote results have very little to do with a company’s management of pay differentials. Shareholders are lacking information on how exposed TD Bank is to human capital risks associated with skewed compensation distributions. Vancity filed this proposal last year and received 12.9% support.
MEDAC previously filed a similar proposal with TD Bank, indicating there is demand for this information.
As a financial institution, TD Bank is heavily dependent on human capital to drive growth and in turn, shareholder value. The CEO-compensation-to-median-employee-pay-ratio provides a simple cost- effective way for TD Bank to communicate how the company manages pay differentials. Scotiabank provides this ratio and the Global Reporting Initiative, which TD Bank already utilizes, offers a well- recognized method to calculate this through indicator 2-21.
The aim of this disclosure is not to limit executive compensation but to ensure that shareholders have the appropriate information to evaluate TD Bank’s management of human capital risks. Disclosing and tracking the ratio will allow TD Bank to better manage employee engagement and morale, talent recruitment and retention and mitigate the increasing financial and reputational risk associated with growing pay differentials.
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2; retention-what-is-the-true-cost-of-losing-an-employee
3 isnt-without-consequences

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