Citigroup (NYSE:C) shareholders narrowly lost a vote to have veto powers over pay awarded to individual executives at the world's largest bank. The rebel group vote signaled increasing discontent over executive rewards in the US. Despite the measure failing, the high turnout in favor will be seen as a severe reprimand for Citigroup's bosses, who have struggled to compete with JP Morgan and the BOA. The vote also came just days after Citigroup announced the largest one-time layoff by a Wall Street bank ever seen, with 5% of its workforce (or 17,000 jobs) slashed. More, the cut came after CEO Charles Prince was awarded a $26 million 2006 pay package. Perhaps it's no wonder why there was such a high turnout...

USA Today released its executive compensation report today that showed the top compensation for CEOs at 150 large cap companies whose fiscal year ended on or after December 15, 2006. The top 10 earners account to the report are:

1. Ray Irani (Occidental Petroleum) - $52,143,188
2. E. Stanley O'Neal (Merrill Lynch) - $46,375,347
3. Alan Mulally (Ford Motor) - $39,128,100
4. Louis Camilleri (Altria Group) - $31,677,662
5. Edward E. Whitacre Jr. (AT&T) - $31,497,742
6. Ronald A. Williams (Aetna) - $30,860,085
7. James Dimon (JPMorgan Chase) - $27,487,858
8. Brian L. Roberts (Comcast) - $27,451,276
9. James E. Rogers (Duke Energy) - $27,328,318
10. Richard M. Kovacevich (Wells Fargo) - $26,864,670

Are these amounts fair? The best way to determine that is to compare their pay with their performance. This can be done using the free tools at ExecutiveDisclosure.com which chart CEO pay versus company performance along with CEO pay versus industry CEO pay. Both metrics can help investors quickly determine if CEOs are over or under paid relative to their peers and performance.

U.S. District Judge Leo Glasser has signed off on a restitution agreement requiring the former CEO of Computer Associates to pay at least $52 million over the next two years to victims of a huge accounting fraud at one of the world's largest software companies. The agreement with Sanjay Kumar, who was sentenced to 12 years in prison, could possibly raise in amount to close to $800 million in payments to people who lost money. Prosecutors, however, note that he and his family will probably never have enough money to pay that amount. Instead, the deal opted for Kumar to make installment payments of $40 million, $10 million and $2 million by December 2008 and then pay 20% of his annual income once he is released from prison for the rest of his life.

Executive pay problems aren't only confined to the United States. A major investor revolt over retiring BP executive Lord Browne's compensation package. Investors who opposed the report were concerned over Browne's still undetermined, but potentially large, exit package and the lack of a specific link between directors' pay and the company's safety performance. Meanwhile, the company dismissed media reports that the executive was being overpaid, insisting that the majority of the reported figures by the media are in stock options that are based on speculative future prices. Moreover, the company argued that the changes he implemented as far as safety is concerned would benefit the company in the future - therefore this pay was also deserved. Despite the opposition, the measures passed by a vote of 83% to 17% in the company's latest proxy. The opposition underscores the increasing concerns that investors worldwide have over executive compensation, however.

Many companies are quickly discovering that limiting executive pay may be easy, but keeping these limits in place is a whole separate issue. The WSJ ran a story today citing an example of this: Whole Food Markets Inc. The grocer limited compensation for its top executives to a multiple of the average Whole Foods workers' pay. The cap started at eight times average pay when the copany was private in the 80s, but quickly grew to 14 times in the early 90s after the company went public. Last year, the cap hit 19 times average pay. Why the raise? there is a strong conflict between the board and management. The board needs to keep compensation low enough to keep shareholders happy while keeping it high enough to retain quality management. The average pay of a CEO in a large American corporation grew to $11.6 million in 2005, or 411 times the typical US worker. This sets the standards to retain quality executives quite high, which has led to the shareholder rebellion that we have been seeing recently. Whether or not this problem will settle down again remains to be seen; however, it is important to realize the struggle that the board has to put up with before anyone can complain about executive compensation growing too high.

Goodyear Tire & Rubber Co. (NYSE:GT) said today that shareholder resolutions that sought new limits on executive compensation and retirement benefits as well as the adoption of a simple majority vote standard were defeated at the annual meeting. The compensation proposal would have permitted bonus awards to senior executives only when the company's performance exceeded the median of its peer groups. Meanwhile, the retirement benefits proposal had sought to exclude bonus pay from covered compensation under the company's cupplemental executive retirement plan. While Goodyear management had opposed the measures, many shareholders thought that they would still be passed; however, this time larger shareholders vetoed the proposals.

Occidental Petroleum Corporation (NYSE:OXY) revealed in a regulatory filing that its Chairman and CEO, Ray Irani, netted more than $400 million in compensation last year in what is one of the largest single-year payouts in U.S. history. The majority of the payout came from $270 million in options dated 1997 to 2006 that were exercised this year. The executive also received $93 million in stock and dividends from a deferred stock program. Meanwhile, his salary in 2006 was $1.3 million with a cash bonus of $1.4 million and stock option awards amounting to $55 million.

But was the compensation worth it? Well, since the CEO came into office back in December of 1990, the company's stock rose from a mere $9 to share to its current levels of around $50 - a solid 700% gain! While only a few executives have made this much money, clearly this is compensation that is well deserved.

Chief Executive Officer pay finally seems to be slowing down, according to a preliminary survey of CEO compensation released on Monday. The survey, which took proxy data filed through March 23, 2007, covered more than 1,000 large US corporations and found that the median pay for CEOs in 2006 rose only 9.3%. This compares to a 16% rise in 2005 and a 30% rise in 2004. While the pay is still high, it marks the first time since 2002 that CEO pay has risen in only the single digits. Whether or not this is a result of increased disclosure remains to be seen, but it appears that pay is finally moving in the right direction.