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Executive Investigator
Tracking and Analyzing Executive Salaries, Bonuses, and Perks
# Monday, December 29, 2008

An excellent contemporary and historical overview of the current executive compensation issue by David S. Hilzenrath has these three suggestions and caveats for shaking things up:

First, short of a revolution in the way corporations are governed, there are efforts afoot to make it harder for executives to profit from mismanagement while investors are left holding the bag.

Some shareholder activists are calling on boards to hold incentive pay hostage to a company's long-term fortunes, and investor anger could put pressure on directors to comply. The American Federation of State, County and Municipal Employees (AFSCME) plans to ask shareholders to vote next year on resolutions urging boards to take two steps: stretch out the payment of annual bonuses over multiple years and hold on to a significant portion of equity awards until the executive has been gone from the company for two years.

The resolutions are purely advisory.

Second, through its bailout programs, the government can set conditions for companies that accept federal funds. For example, the government is requiring participating firms to eliminate incentives for executives to take "unnecessary and excessive risks that threaten the value of the financial institution." It's unclear how companies will apply such a nebulous standard. In the spirit of both the AFSCME proposal and the Treasury mandate, the investment firm Morgan Stanley recently said it will make a portion of annual bonuses subject to recapture by the company.

Third, either Congress or the Securities and Exchange Commission (SEC) could make it easier for big shareholders to put their own candidates for board seats on the corporate ballot. In theory, that could make directors much more accountable. For it to work, shareholders, especially institutions like pension and mutual funds, would have to take a more active role than many have had the stomach to play in the past.

The plan could backfire. If executives are forced to confront shareholders with real power, would they be any less motivated to deliver short-term results, or the illusion of short-term results -- even if those compromise the company's interests over the long run?

Monday, December 29, 2008 4:11:40 PM UTC  #    Comments [0]  |  Trackback
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