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Why Can’t CEO Pay Ever Be Brought into Line?

It’s spring, and what’s more fun than baseball’s opening day? Taking
potshots at CEO pay. This is the time when proxy statements come out,
CEO pay is disclosed (well, sort of disclosed, as we shall see), and
bemoaned. The egregious excess of executive emolument is an evergreen
issue. Every effort to rein it in fails. In 1993, a law eliminated the
corporate tax deduction for pay above $1 million, except for
compensation that was performance-related. The primary result: Pay skyrocketed, propelled by an explosion of stock-option and other non-salary rewards.

The corollary: CEO pay moved from being  incomprehensibly high to
incomprehensible, period. Odds are your pay is pretty simple: Salary +
bonus + a company match in your 401(K) + a handful of options (if you’re
among the fortunate few). Your CEO’s package is likely to have all of
that plus two or three additional bonus plans (keyed to short-, medium-
and long-term goals), restricted stock grants, deferred compensation, a
special retirement plan, and a bunch of perks. The packages are so
complicated that no big-company CEO can actually answer, “How much are
you paid?” without an actuary.

This complexity serves the interest of everybody except shareholders
and citizens. It’s a meal ticket for executive compensation consultants.
It’s a smokescreen for the executives themselves. It fools investors
into thinking that they are sharing equally in the gains of the men and
women they have hired to be stewards of their wealth. (This is because
stock options are nothing like real stock. Shareholders buy their stock
with their own money, which they could have used elsewhere. Executives
who get options have no downside risk, put no money down, and incur
no opportunity cost; they buy shares from gains already locked in, and
in the process usually dilute the real shareholders’ investment because
companies often provide the stock for options from newly issued shares.)

This spring we’re seeing evidence of the latest failure to bring sanity to CEO comp. Last year’s Dodd-Frank Bill requires companies to give shareholders a “say on pay” with a non-binding advisory vote every one-to-three years.  Shareholders have wagged their fingers at their CEOs in a couple of cases so far; 34% voted against Monsanto’s pay packages, for example-maybe because CEO Hugh Grant’s salary went up even though the company’s performance entitled him to no incentive pay. A board could ignore even a majority vote, of course, but it would be mighty embarrassed, which counts for something.

But “say on pay” isn’t likely to amount to much. Few people in the
executive-comp club like it, for one thing, which means they’ll find
ways to minimize its impact. The topic came up often at a conference of
directors, headhunters, and HR leaders I attended a couple of weeks ago.
The critics in the crowd seemed most concerned that the need to consult
the owners would limit a board’s “flexibility” to “use its best
judgment” to construct the “right compensation package” for the “unique
circumstances” of each company. I got to wondering where you draw the
line between sophistication and sophistry.

But the biggest problem is the fact that it’s almost impossible to
decipher what executives earn. We’re not getting “transparency”;
instead, we’re simply getting a better view of a black box. When I got
home, I opened up the proxy statement of John Deere,
a company of which I’m a happy shareholder, picking it because it was
on the top of a pile. I wanted to make my own judgment about its top
executives’ pay.  I gave up. The discussion–designed to give me an
informed say on pay–is 40 pages long, including a dozen tables and
graphs and several equations.

CEO pay ought to be motivating, reasonable, and comprehensible. It needs four items–no more, no less:

1) A salary-and if it’s more than the tax-deductible limit, so be it; and if the limit’s too low, let’s raise it

2) An equal dollar value of stock (not options) bought at the market
price every two weeks on payday; if you want to gross it up to cover the
income taxes while requiring the executive to hold the stock at least
two years, fine by me

3) A reward, no greater than 25% of salary, based on a clear (and
unchanging) one-year financial target, such as total shareholder returns
or return on capital employed

4) And a penalty (up to the amount of the bonus) for failure to
achieve other targets that the board determines are important for the
long-term health of the company but cannot be expressed in short-term
financials, like sustainability or diversity.

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