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Corinne Ramey

The CEO Paradox: How to Make Millions of Dollars While Your Shares Plummet

Blog Post About DMI's TheMiddleClass.org

Gary Smith , the CEO of Ciena, earned $41.2 million over the past four years. This wouldn't be so bad, perhaps, if the rest of his company was doing well. But during those same four years that Smith was rolling in the dough, Ciena's shareholders saw their stocks drop a whopping 93%.

Smith certainly isn't the only CEO whose salary is utterly disconnected from the earnings of his shareholders. CEOs of companies like Sanmina-SCI, Sun Microsystems, and Bristol-Myers Squibb all earned millions of dollars while shares plummeted. Isn't there something wrong with this picture?

That's where the Shareholder Vote on Executive Compensation Act comes in. This legislation allows shareholders to vote on executive pay beginning in 2009. All companies that are publicly traded would be required to allow their shareholders this vote. Shareholders would also be able to cast a non-binding vote on what are known as "golden parachute" contracts, which guarantee benefits to executives during a corporate takeover or merger. This bill passed in the House but is still awaiting a Senate vote.

This bill may not benefit CEOs' already-overflowing pocketbooks, but it definitely helps the middle class. According to TheMiddleClass.org:

"Today nearly half of Americans own some stock, with many middle-class families relying on 401(k)s and other investments to finance their retirement security or help their children afford college. Workers with traditional pension plans, including many public employees, also have a stake in the long-term financial performance of companies their pensions are invested in. As a result, the retirement security middle-class Americans work a lifetime to earn can be thrown into jeopardy by lavish CEO pay and retirement packages that reward executives with hundreds of millions of dollars even if they perform poorly or behave unethically. Excessive CEO pay not only cuts into the company's bottom line, but can also provide incentives for CEOs to manipulate earnings or encourage mergers that pump up their compensation packages but are unprofitable for the company as a whole – directly undermining shareholder value."

The legislation holds CEOs accountable to their shareholders while protecting the retirement investments of the middle class at the same time. It wouldn't be so easy for CEOs like Gary Smith to get away with his own salary rising while his company's shares dropped. Although the vote is non-binding, it would still increase shareholder scrutiny and increase accountability. As Mark Anson, Chairman of the International Corporate Governance Network, said, "As an organization representing long term shareholders from around the world, including the US, we believe an advisory vote on executive compensation in the United States will be a great benefit to companies in the long-term, the competitiveness of the U.S. capital markets, and thereby to investors… We have found that boards are better able to exercise independent judgment when they have shareholder support for their proposals for the executive compensation package."

The U.S. isn't the first country to propose such a policy. Non-binding compensation votes were used successfully in Great Britain, resulting in CEO pay that is much more closely linked to performance. According to Stephen Davis' testimony before the House Committee on Financial Services, Britain's law not only reduced CEO compensation but contributed positively to the economy as well. He said, "Advisory votes are seen by government as having succeeded not only in handing investors a voice on compensation, but in contributing to the competitiveness of the British economy and the attraction of London as an international capital market."

Realistically, this bill won't stop CEOs from making loads of money. Eighty percent of Americans say that CEOs are overpaid, and that probably won't change much. But, as demonstrated in the UK, this legislation is likely to hold CEOs accountable and safeguard the retirement saving of the middle class at the same time.

Corinne Ramey: Author Bio | Other Posts
Posted at 5:09 AM, Oct 30, 2007 in Corporate Accountability | TheMiddleClass.org
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