TIAA-CREF today said that it will provide policyholders of the Teachers Insurance and Annuity Association (TIAA) with an advisory vote on its executive compensation policies and related disclosures.
In balloting that begins this week, policyholders will be able to express their views on the quality of the company’s executive compensation plan and disclosure, including its connection to performance, achievement of TIAA’s business objectives and creation of long-term value for policyholders. The advisory vote is not a vote on specific levels of executive compensation, but rather on the policies and disclosures that underlie those compensation levels.
TIAA is one of the first U.S. companies to voluntarily adopt and implement an advisory vote on executive compensation policy.
The TIAA Human Resources Committee, a committee of the TIAA Board of Trustees that is comprised solely of independent trustees, oversees compensation policy for TIAA executives. The advisory vote was authorized on recommendation of the TIAA Trustees by the company’s Board of Overseers, a New York not-for-profit corporation whose members elect the Board of Trustees, which directly supervises management.
The advisory vote will provide policyholders with a mechanism for expressing their views on the disclosure and basis for TIAA’s compensation decisions. Input from policyholders will help the TIAA Trustees better evaluate the extent to which the company has sufficiently articulated its approach to executive compensation as well as the quality of the plan itself.
While TIAA-CREF is not a public company, the organization has, where practicable, instituted practices it espouses for the public companies in which it invests. In addition to the advisory vote on executive compensation, such practices include holding annual elections of trustees, and a board composed entirely of independent trustees for the College Retirement Equities Fund (CREF), an investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940.
The advisory vote on executive compensation supplements an existing policyholder preference vote in the annual election of TIAA Trustees. The advisory vote, like the preference vote, is non-binding.
The Overseers and Trustees expect to publish the results of the advisory vote as part of a further review and analysis of factors that inform TIAA’s executive compensation policy, which is available online at www.tiaa-cref.org/about/governance.
Ballots were mailed to TIAA policyholders beginning June 14, 2007. Votes may be cast online, by telephone, or by mail in accordance with instructions enclosed with the ballot and must be received by 12:00 pm Eastern time on July 17, 2007.
About TIAA-CREF
TIAA-CREF (www.tiaa-cref.org) is a national financial services organization with more than $414 billion in combined assets under management (3/31/07) and the leading provider of retirement services in the academic, research, medical and cultural fields.
TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products.
© 2007 Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF), New York, NY 10017.
© 2009 and prior years, Teachers Insurance and Annuity Association - College Retirement Equities Fund (TIAA-CREF), New York, NY 10017
