Executive Compensation Forum

Executives cash in, regardless of performance

2005-03-22T10:13:00.000+01:00

Hewlett-Packard Co.'s Carly Fiorina, recently muscled out of her job over lackluster performance, walked away with an exit package worth $42 million. Boeing Co.'s Harry C. Stonecipher, pushed out over an affair with a female employee, nonetheless is eligible for retirement benefits of about $600,000 per year. Franklin D. Raines bowed out under heavy pressure in December following accounting problems at Fannie Mae. But the firm says he is now owed $114,393 per month in pension benefits.

At many other corporations untouched by scandal, pay continues to climb whether performance is great, lousy or middling.

"Even though the escalation of pay has often been justified as necessary, when you look at the details, that is not the case, because much of the pay is not all that sensitive to performance," said Harvard Law School professor Lucian A. Bebchuk, author of the new book "Pay Without Performance."

"Our view is that pay is much less connected to performance than investors commonly recognize," he said. Read on".

Bestselling Executive Compensation Books

2004-12-29T14:58:00.000+01:00

Boardroom culture and EC

2004-11-24T09:02:00.000+01:00

Arthur Levitt Jr. (former chairman of the U.S. SEC) states in the Wall Street Journal of November 23st, 2004 that "The single greatest impediment to the restoration of confidence in corporate America is continuing instances of extravagant non-performance-based compensation. These huge paydays bolster a system in which executives have incentives to manage the numbers for short-term gain and personal payout, and not manage their business for long-term growth and shareholder value". (...) "The boardroom culture is fraternal, rather than skeptical. Therein lies the crux of the problem".

Levitt's statement reminds me of something President Bush bush said 2 years ago: "At this moment, America's highest economic need is higher ethical standards - standards enforced by strict laws and upheld by responsible business leaders" (Corporate Responsibility speech, July 9th, 2002)".

Equal Treatment

2004-09-01T09:35:00.000+02:00

In a discussion worth reading between 3 leading FTSE-100 Financial Directora discussing the burden of corporate governance, Ken Lever, FD of Tomkins makes the following interesting remark on executive compensation disclosure:

I have no particular problem - being the director of a public company - that my remuneration should be disclosed for all the world to see, so that my friends and relatives can see, and so that all the shareholders can see. The issue I have a bit of a hang-up with is that we don't see disclosure of remuneration of fund managers, for instance, and we don't see the disclosure of remuneration of people in hedge funds or, indeed, private equity. Equally, we don't see the remuneration of partners of major accountancy firms and law firms. I am all for disclosure, and all for making sure people get paid a fair amount of money for a good job well done if it applies generally across everybody who is contributing to this value-creation process in our capitalist society.

I think Mr Lever certainly has a point here: disclosing the salaries of those people is equally usefull to restore investor confidence.

CEO pay debate

2004-07-03T09:46:00.000+02:00

Last year, CEOs of S&P 500 companies earned a median of 27.16 percent more in total C. than in 2002, according to a Corporate Library Study. CEOs earned a median annual C. of $2.3 million, and received an additional $2.3 million in restricted stocks or realized stock options.
"I can guarantee you, executive pay will not go down, in general," said Tom Wamberg, CEO of Clark Consulting, a C. consulting company based outside of Chicago.
"What we should be looking for is a company having a return on capital," Paul Hodgson, analyst of the study, said. "Simply put, if you invest something, you get a return in excess of what you've spent. But the measurement periods are too short in most schemes. I would concentrate on long-term stockholder value creation."
"Certainly there's a heightened sensitivity and awareness on the part of C. committees and their jobs and roles," Wamberg said. "Will (Sarbanes-Oxley) drive down EC? My read is nowhere near as much as the fact that not so many companies will be giving options because of the FASB regulations." The Sarbanes-Oxley Act was a good "symbolic gesture," said Matt Bloom, associate professor of management at the University of Notre Dame. Rest of article.
Personally I agree with Paul, that the key issue is in long-term value creation. Do you agree with me? Or do you agree with Tom (nothing will change anyway), or Matt (Regulation)? Or do you suggest another approach?

State Controller calls for CalSTRS on EC

2004-06-30T08:46:00.000+02:00

State Controller mr. Westly called on June 28th, 2004 for the State Teachers' Retirement System (CalSTRS) to set responsible standards to encourage companies to link the pay of top executives to long-term company performance.
In a letter to Chairman Mr. Lynes and other CalSTRS members, Steve Westly calls for the fund to develop a comprehensive strategy on the issue, including developing a corporate governance watch list for poor performing companies.

This is the full letter of Mr. Westly:

------------------------------------------------------
STEVE WESTLY
California State Controller

June 28, 2004

Gary Lynes, Chairman and
Members, California State Teachers Retirement System
7667 Folsom Boulevard
Sacramento, CA 95851

Dear Chairman Lynes and Members:

Excessive EC is a significant concern for all
shareholders. Although we have made some meaningful improvements to
our proxy voting guidelines, CalSTRS has no comprehensive strategy for
holding companies accountable for their EC policies. I believe that we must
aggressively engage on the issue.

First, we need to look at EC as a comprehensive
program, not just a set of guidelines to use when voting proxies. The
foundation of our program should be four simple concepts:

1. EC policies should link a substantive
portion of compensation to achieving key performance targets;

2. EC policies should be fully transparent to
shareholders and should be regularly submitted for shareholder
approval;

3. EC should be evaluated over an appropriate
time period (e.g., three to five years), not at just a single
point; and

4. E. contracts should be disclosed in easy-to-understand
language in the proxy statement to allow shareholders to
evaluate the link between pay and company performance.

Second, CalSTRS needs a corporate governance watch list that focuses
on excessive C. We should make clear that companies that
are underperforming their peers should not be overcompensating their
executives. Similarly, CalSTRS should recognize companies with model
EC policies as the leaders that they are.

Third, CalSTRS should engage other institutional investors and
corporate C. consultants to establish "best practices" for
corporate governance. By pursuing an EC strategy
beyond casting votes at shareholder meetings, CalSTRS will have real
impact on public companies that will result in real payoffs for our
fund.

I will be addressing this issue at the July CalSTRS meeting. I look
forward to hearing your ideas about EC and steps
that CalSTRS can take to bring about meaningful reform in this area.
If you would like to discuss these ideas before the July meeting,
please call Toni Symonds at (916) 445-2636.

Sincerely yours,

STEVE WESTLY
California State Controller

Fetch the tar and feathers

2004-06-17T20:12:00.000+02:00

This year of stunted stock market growth seems to have ignited the smoldering anger of investors and employees. Many news articles mention boards having increased their paychecks and bonusses, while simultaneously slashing corporate costs and laying off thousands of employees.
Is the behavior of CxO's "the ugly side of capitalism" as some people claim and is it about time we "fetch the tar and feathers", or are investors just venting off their emotions after a period of below-average stock returns? Should we place our bets on encouraging ethical behavior or will new accounting rules and stronger governance standards lead company executives and directors to "reconsider executive compensation programs"? Or should we be careful in allowing these kind of things to influence the fundaments of our market economy?