Directors Ready to Squeeze CEO Pay?
It’s getting harder for imperial chief executives to hold on to power.
That’s raising hopes that the idea of imperial CEO pay also will soon be dethroned.
Corporate reform activists, including those who have long campaigned against outrageously inflated executive compensation packages, saw reasons for optimism last week as three veteran CEOs faced their denouements.
Walt Disney Co. directors finally picked a successor to Michael Eisner, who in recent years had become a symbol of entrenched -- and tremendously enriched -- company management.
In New York, Maurice Greenberg agreed to step down after nearly 40 years at the helm of insurance giant American International Group Inc., which is facing state and federal probes of its business and accounting practices. As with Eisner, Greenberg has been widely accused of operating his company like a private fiefdom and snubbing shareholder concerns.
Bernard J. Ebbers, the former chief of WorldCom Inc. and an icon of 1990s-style executive greed, suffered a much more spectacular fall: He was convicted by a New York jury on accounting fraud charges related to WorldCom’s 2002 bankruptcy.
To their critics, all three men -- and their companies -- are textbook cases of what can go wrong when corporate directors fail to live up to their stewardship obligations.
It’s too late for WorldCom and its investors, of course. The departures of Eisner and Greenberg, however, were hailed as fresh signs that directors are taking to heart the tighter corporate oversight that shareholders, regulators and Congress have been demanding over the last three years.
The typical investor probably cares little about the details of much of that oversight. Executive pay is the glaring exception. People are interested in what CEOs and other top corporate officers make; the shock value of the numbers has simply become too great to turn away. It’s like money porn.
On the eve of the spring flurry of company annual meetings, are directors ready to seriously address what the public views as outsize executive compensation?
“When you see CEOs being removed who you never thought would be removed, compensation is next,” said Charles Elson, director of the Center for Corporate Governance at the University of Delaware.
Skeptics will say they’ve heard this before, and they’re right. “The Madness of Executive Compensation” was a Fortune magazine cover story in 1982. As it turned out, the madness was just beginning. Base salary, cash bonuses, stock options, long-term incentive plans, deferred compensation, golden parachutes -- the pay fountain has since runneth over and then some, critics say.
For CEOs of companies in the blue-chip Standard & Poor’s 500 stock index, total compensation in 2003 averaged $9.15 million, according to Institutional Shareholder Services, a Rockville, Md.-based shareholder advisory firm. The median was $6.63 million. Data for last year aren’t yet available, but the odds are that typical pay was right up there again.
Some frustrated shareholder activists have suggested that corporate boards, or the government, should impose outright caps on executive pay. That clearly isn’t going to happen in our free-market society.
If compensation is going to be rethought, it will be because the stars are finally aligned for it. For example, WorldCom and other high-profile corporate fraud cases have left investors sensitized to executives’ conduct. Also, a generally sober outlook for future stock returns means the market probably won’t help paper over CEO piggishness as it did in the late 1990s.
Add in these factors as well: the looming requirement that companies begin formally counting stock options as expenses; the ease with which shareholder activists can spread the message about egregious pay over the Internet; and, possibly most important, changes in laws and regulations since 2002 that have left directors much more vulnerable to lawsuits if they fail in their responsibilities as fiduciaries.
On Friday, 11 former WorldCom directors reportedly agreed to pay $20.25 million from their own pockets to settle a securities fraud case brought by the company’s investors.
Securities and Exchange Commission Chairman William H. Donaldson says the burden today is squarely on company directors to decide how to measure a CEO’s performance, and to show investors how those measurements justify a particular level of pay.
“Company boards must show greater discipline and judgment in carrying out their fiduciary duties ... to award pay packages that are linked to long-term performance,” Donaldson said in a speech last week to the Directors Education Institute at Duke University.
Now, read almost any company proxy statement and you’ll find language to the effect that executive pay already is performance-based, often according to formulas that boards develop with the help of outside compensation consulting firms.
The problem is that “performance” still is too squishy a concept at many companies, at least when it comes to top executives, said Patrick McGurn, senior vice president at Institutional Shareholder Services.
Why, he asks, should a CEO get a substantial cash bonus for what the directors might describe in the annual proxy as “shepherding the company through difficult times”? Isn’t that what a CEO is supposed to do?
Or how about this as justification for a bonus: “The company maintained market share in several key areas.” Not increased, just maintained. That’s worth a fat reward?
(For entertainment, if not insight, investors with stock in individual companies should definitely spend some time reading the compensation reports in their proxy statements this spring.)
McGurn says directors must harden their definitions of performance and make clear that executives face meaningful pay consequences, at least beyond base salary, if performance falls short.
“What you still don’t see enough of is where, if the performance is down, the pay is down,” McGurn said.
Many boards, he said, may take one type of compensation out of executives’ pockets only to replace it with another. For instance, a hefty “incentive” stock grant will more than make up for a reduction in bonuses in a bad year.
In his speech, Donaldson advised directors to get out of the trap of authorizing inflated pay because of compensation consultants’ recommendations.
Consultants often advise that, for a company to be competitive, its executives should be paid in the top quarter of their industry if they meet prescribed performance standards, the SEC chief said.
That, he said, leads to a Lake Wobegon effect -- as in that mythical town where “all the children are above average.”
“It is the job of the board to set appropriate compensation that is related to the goals and performance of top management, not the pressure to meet an artificial standard informed by outside consultants who do not owe a duty to your shareholders,” Donaldson said.
Knowing that it has the attention of directors in the post-WorldCom, post-bear-market environment, the SEC is in a strong position to wield more influence over the determination of executive compensation.
It can do so in part by ordering clearer disclosure of the components of pay in proxy statements, for example. Shareholders shouldn’t have to make like Sherlock Holmes to figure out what a CEO is taking home, Donaldson has said.
Yet many proxy statements continue to be fuzzy in explaining pay elements, McGurn said.
In the aftermath of the wave of corporate accounting scandals and laws like the Sarbanes-Oxley corporate reform act, “for pay to still be obscured is pretty pathetic,” he said.
Even so, McGurn said, he believes that progress is being made in persuading directors to be more disciplined in setting executive compensation, and in terms of directors’ recognition that pay-for-performance matters to shareholders. Count him among the hopeful that real change is coming.
“I see the glass as one-quarter full,” he said, “rather than three-quarters empty.”
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The pay pie
Average pay for chief executives of Fortune 500 companies was $9.15 million in 2003. Here are the pieces that made up that pie:
Stock options: 51%
Bonus: 17%
Restricted stock: 15%
Base salary: 10%
Long-term incentive plans: 7%
Sources: Equilar, Institutional Shareholder Services
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Tom Petruno can be reached at tom.petruno@latimes.com. For recent columns on the Web, visit latimes.com/petruno.
