Executive Pay Disclosure

So, the SEC is making some regulatory changes to how executive compensation is disclosed, the idea being to build on regulations from 2006 that help people understand how stock compensation translates to actual dollars.

Under current rules, companies don't have to reveal the full value of stock options they give an executive. Instead, they must disclose in their annual proxy statements only the portion of an options award that vests that year.
The new rule will require companies to show in a summary table the estimated value of all stock-based awards on the day they are granted. The SEC's 2006 rules had relegated those totals to a separate table that investors often overlook or find hard to decipher.
An example is the case of a company that decides its CEO deserves $10 million worth of stock options, to vest in equal installments over four years. Under current rules, the company would have to include only $2.5 million -- one-fourth of the total -- in the summary table.

Well, that sounds nice. Too bad it won't really do anything worthwhile. Back in 1992, the SEC made some moves to improve transparency of executive pay, which was hailed as a good thing. At the time, it was thought that executive compensation was out of hand and needed to be reined in. Transparency was supposed to be a big step in the right direction, as most thought shareholders would complain over excessive compensation and bring things back to some semblance of normalcy. Guess what happened after that? CEO pay increased 400% between 1992 and 2000! Why? I think it was because CEO's got a good look at what their peers were making, and those who were below average complained until their boards gave them more money, which turned into a continuous cycle of companies wanting to pay "above average" for good CEO's, which naturally raises CEO pay. Good stuff eh? Notice shareholders didn't do squat to alleviate anything.
"We learn from history that we learn nothing from history." - George Bernard Shaw.

I think the real key to 'curing' executive compensation is to approach things from a different angle. Everyone seems to be focused on how much CEO's get paid. Indeed, these recent SEC disclosure moves only serve to better understand the how much aspect. But what about how they get paid? If we understand the structure of pay, perhaps we could get better compensation practices that might of their own accord bring CEO pay to what it really should be (something that should be left to the market, though so far the market has been inept). Harvard Business Review has some excellent columns on this. I quote from the second link:

Let's look at modern executive compensation in this light. It has become dominantly stock-based, such that the biggest rewards come from an increase in stock price following the establishment of the incentive compensation system. How then do executives reap incentive rewards? The answer is simple. Since a stock price is nothing but the market's consensus of expectations about the future performance of their company, executives can only reap a compensation reward if they increase the expectations of future performance above their current level.
Now apply the first test. To what extent do executives have control over increasing the market's expectations about the future performance of the company? Very little. That is proven by the degree to which expectations fluctuate dramatically more than real results of publicly-traded companies. Real results dropped slightly in the fall of 2008 and expectations plummeted to half their previous level.
Then apply the second test. Do we really want first and foremost the expectations of stock market participants to rise regardless of anything else? I guess one could say the answer is yes if expectations could rise forever. But interestingly, that has never happened with any stock - ever. Expectations fluctuate because they are the product of imagination and speculation, not actual company results. What is more true is that we would wish that real variables, like earnings per share or market share or return on invested capital, would grow from their previous levels. If they grow, then expectations and stock price will grow with a sound underpinning rather than through idle speculation.
Because it's impossible to keep expectations rising forever, executives are smart enough to do so in the short term and get out before expectations fall. The very cleverest CEOs (and those who showed no mercy to their successors) like Coke's Robert Goizueta and GE's Jack Welch were able to manage expectations wonderfully until the day of their retirement. But look at what that personal profit-maximizing behavior did to their corporations, and their hapless successors. By focusing on stock-based compensation, we have caused executives to manufacture stock market volatility rather than build long term value. And it isn't their fault; it is the fault of their boards. It is the boards who swallowed the stock-based compensation fallacy - hook, line and sinker.
Fortunately, there is a simple solution. Scrap stock-based compensation entirely and compensate executives on the basis of improving real measures such as EPS, ROIC, and market share. Those are things over which executives exert significant control and if they improve those real results, stock price will follow. It isn't hard or complicated. It just takes going back to principles.

The hard part will be to break the current system, where prospective CEO's seem to be able to dictate highly favorable compensation packages. I don't know how to get corporations to shift their compensation strategies, but I'd prefer it not be through regulation in this case. Government regulation of pay is something I am not in favor of. Goldman Sachs has taken a small step towards tying their executive pay to company performance, but as HBR points out above, they're unfortunately using the wrong metric for performance.

"The problem isn’t that they are poorly designed. The problem is that they exist."

The title refers to executive bonuses. CD emailed me a great piece from MIT Sloan Management Review. The main purpose of the review is to show that executive compensation is poorly structured. What I really like is that it's one of the first "legitimate" publications (read: not a random angry blogger/talking head) to suggest entirely scrapping executive bonuses. That this school is one of the prominent producers of the very executives they are criticizing only furthers the articles' relevance. It is important to note that the article itself was written by Dr. Mintzberg of McGill University in Montreal, but it isn't being considered an op-ed.

One of the most compelling points is that even bonuses based on "performance measures" are a flawed idea:

How do you assess the long-term performance of a chief executive? Some proposals look at three years, others as many as 10 years. But can we even be sure of 10 years? Is a decade long enough in the life of a large company, with all its natural momentum? How many years of questionable management did it take to bring General Motors to its knees?

Conversely, if a company’s stock price goes up and stays up for several years, does that signify the definitive success of the current chief executive? What if the previous CEO made some good decisions that later kicked in? Don’t we all talk about the long-term influence of executive decisions? Have we forgotten about that?

He concludes with a pretty funny (though thoughtful) bit:

Actually, bonuses can serve one purpose. It has been claimed that if you don’t pay them, you don’t get the right person in the CEO chair. I believe that if you do pay bonuses, you get the wrong person in that chair. At the worst, you get a self-centered narcissist. At the best, you get someone who is willing to be singled out from everyone else by virtue of the compensation plan. Is this any way to build community within an enterprise, even to foster the very sense of enterprise that is so fundamental to economic strength?

Accordingly, executive bonuses provide the perfect tool to screen candidates for the CEO job. Anyone who insists on them should be dismissed out of hand, because he or she has demonstrated an absence of the leadership attitude required for a sustainable enterprise.

Of course, this might thin the roster of candidates. Good. Most need to be thinned, in order to be refilled with people who don’t allow their own needs to take precedence over those of the community they wish to lead.

This Isn't Needed Regulation

I'm appalled by what the government is up to right now.
In case you haven't heard, the Pay Czar, Kenneth Feinberg, just started instituting pay cuts at Wall St. firms that used TARP money:

Mr. Feinberg, the Treasury Department's special master for compensation, will lower total compensation for 175 employees at seven firms including AIG, Citigroup, Bank of America and GM, by an average of 50%, people familiar with the matter said. He will also demand a series of corporate-governance changes at the firms, including splitting the positions of chairman and chief executive officer; requiring boards of directors to create a committee to assess risk, and eliminating staggered boards.

Some of that actually sounds not so bad, such as splitting the positions of chairman and CEO. However, this is not the way to go about fixing anything! What is Feinberg trying to accomplish? Here's the best I've found:

Summers said Feinberg's rulings -- which are expected to be publicly released in the coming days -- will ensure taxpayers' interests come before those of shareholders and incumbent management at the beleaguered firms.

Let's do a quick history. First of all, lest we forget, the government forced these companies into accepting bailout money. Some argue that hey, if you take public money, you have to be prepared for public oversight ... but they didn't have a choice! Beyond that, it's not as if there were any particular requirements associated with the TARP money. For example, one way to look out for taxpayers might have been to get the banks taking TARP money to lend more, during a time when credit was/is tight. Did that happen? No. "Geithner did not require the Big Banks to loan money for commercial loans as a prerequisite for additional borrowings from the Fed."
And now Obama & Co. start trying to trim their pay? What are they accomplishing?? All that I'm seeing here is this: Dear Big Banks, if you get in trouble, we'll give you tons of money. In fact, we might even force it down your throats, but at least no matter how bad you screw up you know you won't go under. Then we'll let you do whatever you want with that money and achieve mind-blowing profits during a recession, which will naturally lead to fantastic compensation and plenty of public outrage. And since we used to work on/with Wall Street, we could basically predict all this would happen. And it's kinda messed up that we used to work with you and now we're giving you more-or-less free public money, but hey, that's what friends are for! But look, we'll have to pretend to be totally bewildered and fake some anger at you so the public doesn't tar-and-feather us.
Honestly, as far as I can tell, that's more or less the story so far. Ugh. Instead of focusing on useful policies that might prevent future issues (such as reinstatement of the Glass-Steagall Act, or something similar, which is sadly looking like it won't happen), they do worthless stuff that won't even really have a lasting impact:

Pay is the wrong way to tackle this problem. It’s a lazy, crowd-appeasing, intellectually dishonest approach. The out of line pay is a symptom, and any attempt to treat symptoms as causes is likely to be ineffective, more likely dysfunctional.
...
Now why is trying to control this through pay not such a hot idea? First, one hundred years of performance appraisal systems have proven them to be abject failures (aa 1992 paper by
Patrick D. Larkey and Jonathan P. Caulkin, “All Above Average and Other Unintended
Consequences of Performance Appraisal Systems,” did a brilliant job of dissecting why, but it was too heretical to get published. You can read a few key points here in the section “The Illusion of Meritocracy”). Second, comp systems are supposed to solve what is called a principal-agent problem. You the person hiring someone to work on your behalf wants to make sure they are operating in accordance with YOUR best interests in mind, not theirs.
But what did we learn from 20 years of executive rewards schemes that had lots of equity incentives that would supposedly align the interest of top brass with that of shareholders. We got instead an explosion of CEO pay and companies that are so fixated on quarterly earnings that they are reluctant to invest in growth. How did that come to pass?
BECAUSE THE AGENTS AND NOT THE PRINCIPALS DESIGNED THE PAY SCHEMES!  The foxes were running the hen house. Oh, sure, we had some fig leaves, it was the HR department that hired the compensation consultant, and the board (nominated by the incumbent management) that signed off on it, but it is pretty clear that a comp consultant that did not deliver a CEO-wallet-fattening plan was unlikely to get much repeat business.
And is anything going to be materially different? No. The conventional wisdom is that having employees take a high level of pay as equity is a magic solution, conveniently forgetting that Bear and Lehman both featured very high levels of shareholding among its top management and employees. Feinberg is only intervening in outliers, to collect a few scalps. He is in a very difficult position and is trying to make the best of it.
The financial services industry now has an unimaginably rich deal: privatized gains and socialized losses, and with tons of leverage too, which amps up the apparent profits and hence the pay levels these looters can claim they deserve. The way to attack this problem is to constrain the level of risk assumption. That in turn requires understanding the products and the markets, something the authorities have completely abdicated. With so much “talent” looking for jobs, now would be the perfect time to invest in catching up.

Sorry for the angry, poorly-written rant. And please keep in mind, I'm not exactly trying to defend banks here. In fact, I think I've been quite open on this blog about how immoral they've been and how dangerous they are to our country as they're currently constructed. The point here is, nothing useful is being done to correct this! All this Pay Czar junk is just political maneuvering. Real reform is not happening.