Amy Traub
Lousy Performance, Lavish Pay? Ending the CEO’s Free Ride
We’ve seen this scenario before: the company was mismanaged. Perhaps it took foolish risks or made reckless acquisitions. In the short term, stock prices soared, but then they plummeted. Ordinary investors saw their retirement savings decimated and their kids’ college fund go bust. But the CEO and other top managers who drove the company into the ground are still exorbitantly compensated, with sumptuous salaries, outrageous perks, back-dated stock options, bountiful bonus pay, and golden parachutes all around.
We’re rightly outraged when it happens at banks with taxpayers on the line. But the phenomenon of lavish pay for lousy performance is even more widespread.
What are investors – the folks who own the company, after all – to do? And how can they prevent this scenario in the first place? Senator Charles Schumer thinks improved corporate governance – including giving shareholders a chance to weigh in directly on executive compensation – is one answer. According to the Wall Street Journal, Schumer is set to introduce legislation this week giving shareholders at all public companies a non-binding vote on the top execs’ pay. It’s an excellent idea.
The Drum Major Institute highlighted “Say on Pay” policy at our Marketplace of Ideas series last fall, listening to some of the nation’s foremost investor advocates as well as the CEO of Blockbuster Inc., one of the first American companies to voluntarily adopt the policy. While far from a panacea, studies suggest that non-binding Say on Pay votes can be effective at giving shareholders a stronger voice and ultimately have the potential to rein in out-of-control executive compensation. Blockbuster CEO Jim Keyes describes another benefit of the reform. “Opportunities like "Say on Pay" are yet another step in building credibility and trust in the investment community,” Keyes insists. “Some would say there aren't enough teeth in the "Say on Pay" provisions, I would suggest that there are teeth in the fact that shareholders' voices must be heard. If we continue to ignore it, we're going to lose shares, we're going to lose shareholders' confidence and lose value over time.”
But there are limits to what Say on Pay can accomplish. Corporate governance reforms – no matter how effective – are designed to protect the interests of shareholders, not consumers, employees, or the public at large. Say on Pay is no substitute for much-needed financial regulation, as Senator Schumer and others have recognized. Research suggests it’s also likely to be ineffective at closing the cavernous gap between executive compensation and the skinny paychecks most of the rest of us bring home. To do that, we might more productively focus on policies that boost pay for those in the middle and at the bottom. But with a broad swathe of the American middle class relying on the stock market for retirement security, policies that give shareholders a greater voice in corporate decision-making are worthwhile in their own right.
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Posted at 8:38 AM, Apr 28, 2009 in Corporate Accountability
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Comments
Say On Pay legislation is too little, too late. If a private company wishes to pay its executives a 100% of profits ( the public should not subsidize with tax writeoffs), who cares. If a company is public, what do we not understand about "public"? When did we begin to think that a "publicly owned" company should not be subject to a different set of regulations to protect the "public". The current crop of greedy executives feel entitled to use public (investor) money as their private fortune.
Posted by: Patsy Cantrell | April 28, 2009 07:16 PM
I am not a Democrat or Republican, so please understand my comment is not politically motivated.
Fair value to the customer (consumer) for a product (or service) is unfairly and grossly distorted by corporate manipulation accounting and the inherent operation, production and distribution economies of scale. These enormous savings are never passed on as a lower price but rather indiscriminately pocketed by the corporation at the whim of executive management to bolster their personal wealth, and share prices. The "invisible hand" is a rhetorical philosophical construct because the "real hand" can take anything it wishes, and balance (equilibrium) is not in the criteria. The corporate entity can never be self-regulating if the objective is fairness to shareholder, consumer, and the balance sheet liability of, and to, employees. Management must ensure it is unfair for operational control alone. Management's primary role is to take from employees and customers to justify management's best welfare to shareholders. To ensure fairness, prices must be allowed to go down as easily as they keep being artificially forced up. Mr. Schumer is only blowing smoke.
Posted by: Rick Faiella | April 29, 2009 09:19 AM
My reference to "public" companies may have been confusing. I meant "public" in the sense of "publicly traded" -- companies in which any member of the public can buy stock, as opposed to those that are privately held by a partnership or family. Most of the nation's largest companies are publicly-traded in this way. This is different than being publicly-owned in the sense of owned by the taxpayers/the government. Legislation passed by Congress has already instituted Say on Pay provisions for publicly-owned companies that received taxpayer bailouts -- although this provision was riddled with loopholes.
Be that as it may, it's still a legitimate point that Say on Pay doesn't go far enough in empowering shareholders or, as I point out, in protecting the interests of workers, consumers and other stakeholders. It's a reform step, not a cure-all.
Posted by: Amy Traub | April 29, 2009 12:29 PM
In Britain, they use Say on Pay to curb excessive CEO compensation. In Japan, they use a maximum wage. In pre-1970s America, I don't know what they used - was it just the tax levels, or was there something else?
Posted by: Alon Levy | April 29, 2009 06:37 PM
Good question, Alon. I've never seen a study on this topic. I wouldn't be surprised if tax levels played a role. Pressure from a more heavily unionized workforce may also have been a factor. It's difficult to quantify, but I also wouldn't discount the role of social norms -- paying executives so exorbitantly simply wasn't done. Of course, norms can change over time...
Posted by: Amy Traub | April 30, 2009 10:14 AM
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Posted by: payday loans calgary | July 9, 2009 03:38 PM
I think this issue needs to be tackled from the Labor viewpoint. We the people need a strong check on business practice to promote the general welfare by protecting our jobs.
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