The AFSCME vs. Mozilo...and 'Say on Pay' for All! (A)

Union seeks to protect its pension funds through shareholder activism focused on corporate governance and executive compensation. The case uses Countrywide Financial as an example. Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest public sector workers union in the U.S., was responsible for protecting the pensions of its members. Because pensions were invested for decades, Ferlauto wanted the companies in which the union invested to be managed for the long-term interests of shareholders. He believed this required good corporate governance and effective oversight by the board of directors. The case explores the history of AFSCME's shareholder activism on this front and particularly its use of shareholder proposals voted on by shareholders at annual meetings. The case then looks at the issue of executive compensation and the idea that excessive compensation is a sign of poor governance. It also discusses the union's Say on Pay proposals that sought to allow shareholders an advisory vote on executive compensation. Finally, the case provides details on the rise of Countrywide Financial, its collapse, the role it played in the mortgage financial crisis, and the excessive compensation of its CEO