In this piece, Felix Salmon of Portfolio.com discusses his rather unique perspective on how to curb CEO pay. Though it doesn't seem particularily inspired, it adds to the discussion:

In the spirit of Monday's post, here is Canada's Globe and Mail offering its take on executive compensation. In its "Report On Business," Bill Dimma writes:

"Except for those absent from our planet for the past couple of decades, infamous examples of the wildly excessive senior executive compensation that has become commonplace in the United States, though not limited to there, are so widely known that they've become urban legends. But unlike most urban legends, they're not myths but unfortunate reality.

But most of you have heard this sort of thing before. So what? It's like that famous line of Mark Twain's about the weather: "Everyone talks about it but no-one does anything about it." Should anything be done about these massive changes in senior executive compensation levels, or not? And if so, what? At the broadest level, there are only three approaches worth considering.

The first is for government to step in and impose some arbitrary limits or at least some quasi-voluntary guidelines. Not recommended. Even in war-time, this worked erratically and badly. The elemental forces of supply and demand can be ignored or played down for only so long.

The second approach is to do nothing, to believe and accept that the wild earnings numbers are simply a reflection of a market at work. This approach ignores the growing rumbles of discontent from society at large, including employees further down an organization, investors and shareholders, along with the media and opinion leaders.

The third approach also believes in letting the market work but takes it as a given that the current market isn't working well. So approach No. 3 focuses on ways to help ensure that the market for chief executive officers is truly a market, not one where too many CEOs win big, even when their shareholders win small or, worse, lose big.

Here are eight ways I believe the market can be improved:

1 - Go independent

The compensation committees of widely held public companies must be comprised entirely of independent directors.

2 - Understand pay structures

Every member of the compensation committee should be compensation-literate and, ideally, one should be an expert.

3 - When hiring Independent consultants ...

Any external compensation consultant should earn no revenue from a corporate client beyond fees paid for executive compensation work.

4 - Clear reporting structures

Any external compensation consultant should report functionally, though not administratively, to the independent chair of the board compensation committee.

5 - Screen your peer group

Choose wisely and fairly when you peg your company's compensation against others. This means being as close as is possible in measuring product-market offerings, size, and profitability.

6 - Align your goals

Internal quantitative measures of corporate performance should be aligned with longer-run shareholder goals.

7 - Disclosure, disclosure, disclosure

Public disclosure of senior executive compensation must be "full, fair, clear, and unambiguous," to quote from the recent report of the Blue Ribbon Commission of the Institute of Corporate Directors.

8 - Shareholder Say for Pay

Say for Pay is the current effort to convince companies to allow non-binding shareholder votes on senior executive compensation. This is an idea whose time has not yet come in the Canadian setting, but I predict that within two or three years it will become common here, as it already is in several other advanced countries."

This Dallas Morning News column was adapted from an item he posted on BlogMaverick.com and is also available at DallasNews.com.

"There is a game played by CEOs with the corporate issuance of lottery tickets, otherwise known as stock. Stock can be issued as warrants, options, restricted or unrestricted stock. No matter what you call it, every CEO asks for equity, knowing that the only goal is to hit the jackpot.

Every CEO hired looks to grab as much equity equivalents as he can and do everything he can to get that stock price up while periodically liquidating the stock and stuffing the cash in his bank account.

There is absolutely nothing wrong with doing so. Any CEO who doesn't take advantage of this golden ticket is an idiot. I would guess that more than 95 percent of CEOs hired to run companies with a market capitalization of a billion dollars or more amass more than $10 million in equity very quickly.

Those who manage to hold on to their jobs a while can get past the $25 million in equity mark pretty quickly and reach $50 million in 10 years. It's actually pretty tough to screw up and not get there.

Why? Because you have the entire mutual fund, hedge fund and brokerage industry doing all they can to help you.

Think about it. You can't turn on CNBC or Fox Business without seeing cheerleading for the market to go up. Every man, woman, child, fund, index or interested party who buys the stock is doing everything they can to get the stock of the company to go higher. They don't really care how you run the company as long as the stock price goes up.

Heck, even if they did care, shareholders don't really own anything and have zero say in the company. It's the ultimate in social networking. Everyone who owns the stock belongs to the fan page for the stock, and they are telling everyone they can how wonderful the company is and why the stock will go up, all the while praying that it does.

With all of that social networking power, how can CEOs not get rich?

The problem is that there is a huge disconnect between the CEO and shareholders doing well and those who work for the company doing well.

Yes, it's true that stocks can hit 52-week, or even multiyear, lows. Yes, it's true that CEOs see the value of their holdings shrink. But unlike lottery tickets, whose value goes to zero when you don't hit the numbers, CEO equity positions retain their upside. History has shown that if they go far enough underwater, they will get repriced and/or reissued – all in the name of keeping the CEO happy.

So while CEOs may get "less rich" for a while, the game is stacked to get them happy really fast when the upturn comes.

The pressure from Wall Street is to grow earnings forever, no matter what it takes. This isn't a problem when a company is doing well. But when the economy hits a bump, everyone wants to know what the CEO will do to get the price back up. This, as they say, "is where the CEO earns his pay."

Everyone who works for that company is at risk – of losing their jobs, benefits, raises, you name it. Employees live in the corporate cash zone, while CEOs and the top few in management live in the equity/lottery ticket zone.

Those in the cash zone always take the first hit. People, places and things that consume cash are the first things to go because cash expenses immediately reduce earnings. If you or anyone like you consumes cash, unless someone upstairs thinks you generate a straight-to-the-bottom-line return, you are about to become a corporate ghost. You'll be memorialized as a cut to increase earnings and mentioned in a press release that Wall Street will cheer and use to push up the stock price.

What makes me sad is that I think if given a choice, most of us would choose to hold on to our shares and accept an expanded price-earnings ratio for some period in exchange for people keeping their jobs.

I would love to receive an e-mail from a company saying something to the effect of:

Dear Shareholder,

We are facing a difficult decision that we would like your feedback on. Our earnings per share last quarter were 20 cents and, for the entire last year, 80 cents. Because of a downturn in business caused by XYZ factors, we face the choice of making 10 percent less or cutting headcount and related expenses in order to maintain our earnings and possibly even grow our earnings a couple cents this year.

As a shareholder, we would like to ask you whether you would consider allowing us to retain these valued employees. We recognize that it would require you to accept a PE multiple 10 percent higher than the current market. We hope you would be willing to make this concession. We think the jobs this will save will return far greater value to shareholders over the long run. We look forward to your vote.

Unfortunately, this is a fantasy that can't happen in this country. Which brings us back to CEO pay.

The only way to change this is to put CEOs in the cash zone. Make companies generate 100 percent of their compensation in cash that will be 100 percent expensable in the quarter paid.

That's not to say the CEOs can't own stock. Hell, yes, they can own stock. But make them buy it on the open market or as part of a program that's available to every company employee on the same terms. They are getting paid enough, and if they believe in their ability to run the company, they can put their money where their mouth is.

Shareholders tend to ignore how much stock goes to management, but they don't ignore cash. CEO cash compensation will go up, but total compensation will come down.

More importantly, CEOs getting paid huge sums in cash will stand out like a sore thumb when things aren't going well. They will be treated like everyone in the cash zone and held more accountable for their work.

The rich can still get richer, but everyone shares in the risk."

From writer Paul Murdoch of Forbes:

"Forbes' latest look at the compensation of top executives at the 500 largest companies in America shows that 120 of the 500 chief executives took pay cuts last year, in terms of base salary and bonus. The average reduction in salary plus bonus for those 120 executives: 29%. It is worth noting that some of these executives still managed to deliver handsome returns to shareholders.

Example: David N. Weidman, chief executive of Celanese. Sales of the chemical company were up 12% in 2007, the first double-digit increase since Weidman took the reigns three years ago. Profits, on the other hand, have increased at a slower rate, up 5% in 2007 and just 2% for the past 12 months. In fiscal 2007, the value of Weidman's salary plus bonus slipped 11% to $2.9 million. Yet, Celanese shareholders have enjoyed a 64% total return in 2007 and 36% over the latest 12 months. During those stretches, the S&P500 returned 4% and a loss of 7%, respectively.

The following table lists chief executives who have had their core compensation (defined as base salary plus bonus) cut by the greatest percentage in the last year despite outperforming the S&P 500 over the same time period. Some of these executives still brought home millions in total compensation, thanks to stock grants that vested during the year. Stock grants usually vest after a pre-determined time period or when a company's stock meets a specific price target.

Smith International's chief executive, Douglas L. Rock, is one such executive who cashed in on vested stock grants, while taking an 8.7% cut in base pay last year. His salary plus bonus in 2007 came to $3 million vs. $3.3 million the prior year, but Rock more than made up the difference, earning an additional $8.5 million in vested stock grants linked to performance. While Rock's total compensation in 2007 was a robust $12.1 million, only $700,000 below the average compensation of all 500 executives tracked by Forbes, shareholders of the oil services concern enjoyed a total return of 81% during the year.

For the list below, we excluded executives from our list of the 500 largest companies in America who exercised stock options last year or where the proxy statement did not provide a breakdown of annual vs. long-term bonuses."

Lower Salary Plus Bonus But Big Stock Returns

Chief Executive	Company	Salary & Bonus ($thou)	Change In Salary & Bonus (%)	Total Comp ($thou)	52-Week Total Return (FYE)*	Total Return Latest 12 Months**
Douglas L Rock	Smith International	$3,012	-9%	$12,056	81%	45%
David N Weidman	Celanese	2,908	-11	2,971	64	36
Charles R Schwab	Charles Schwab	4,586	-11	4,663	40	19
J Wayne Leonard	Entergy	3,032	-11	12,873	33	1
Andrea Jung	Avon Products	4,311	-8	12,012	22	4

Earlier this week, AFLAC Incorporated (NYSE: AFL) became the first publicly traded U.S. company to have a vote on its executive compensation.

In an outcome that speaks volumes about the company and its leadership, 93% of shareholders approved of CEO Daniel Amos' $11.96 million compensation package - with only 3% voting against it.

Such results are not surprising given that in Amos' 18 years at the helm AFLAC shares have risen more than 3,000%.

However, even if shareholders had overwhelmingly disapproved, such "say on pay" votes are only a barometer of sentiment. The company's compensation committee still has final decision power over pay.

Even though the vote only cheered the status quo, it is an important symbolical step for a U.S. company - and the results of such votes in the future at companies that don't have stellar share performance might be less than glowing.

"Washington Mutual Inc., the nation’s largest savings and loan institution, was so badly burnt by the mortgage meltdown that it needed a $7 billion infusion of capital from the private equity firm TPG Capital and other investors to stay independent.

Although the Seattle-based thrift may ultimately still not survive, Kerry Killinger, its chief executive officer, will do just fine, thanks to the largesse of the board, which approved a compensation structure shielding senior management from the impact of the mortgage crisis.

Killinger received more than $14 million in compensation in 2006. Although he refused a bonus in 2007 because of the company’s poor performance, the 2008 proxy reveals that Washington Mutual more than made up for that by giving Killinger a hefty grant of stock and options awards valued at close to $13 million. This was on top of a base salary of $1 million, proving that the alignment between pay and performance is completely broken.

Washington Mutual also is protecting the compensation of its senior managers in the current year from any hits from the mortgage crisis. The thrift changed the performance measures of its 2008 bonus plan to exclude the effects of loan loss provisions, expenses related to business resizing or restructuring and expenses related to foreclosed real estate assets.

This at a time when Washington Mutual reported that it would lose $1.1 billion in the first quarter of 2008 and set aside a provision for loan losses of $3.5 billion. The thrift also said it would slash its quarterly dividend from 15 cents to a penny and give pink slips to 3,000 employees.

CreditSights Inc. warned on March 27 that the company could lose $4.2 billion this year due to increasing losses on mortgages and may have to raise at least $3 billion in capital to meet federal regulatory requirements.

The dilution from the infusion of capital by TPG and other investors is further punishment for Washington Mutual’s shareholders who had already lost 70 percent of their investment in 2007 and seen their dividend slashed by 73 percent.

The company’s biggest stumble “was a late entry into the subprime market as a way to juice the once fast-growing company’s sluggish earnings,” The Wall Street Journal noted. Despite a series of missteps by Killinger, the board approved an executive compensation structure to protect his pay package and that of other senior managers from the impact of the mortgage crisis.

Killinger’s 2008 equity award will be approximately 15 percent greater than his 2007 award and consist solely of performance-vesting stock options. Stock option grants provide senior executives with incentives to enhance the stock’s short-term performance to the detriment of long-term shareholders. Stock option grants promise executives all the benefit of share price increases with none of the risk of share price declines.

In an April 4 report, RiskMetrics Group’s ISS Governance Services recommended that shareholders support a campaign by the AFSCME Pension Plan and the CtW Investment Group to vote at the April 15 annual meeting to throw out all the directors on the board finance committee. The proxy voting service also called for shareholders to support the installation of an independent chairman and for the requirement that directors get a majority of the vote for election to the board.

The RiskMetrics report also questioned Killinger’s continued leadership. “Given the magnitude of the company’s losses and recent changes in the executive suites at Citigroup and Merrill Lynch, we question why the board did not replace Mr. Killinger as CEO, particularly given the critical strategic decisions that the company still faces.” Washington Mutual decided in 2006 to focus its mortgage business increasingly on higher-margin products, despite the recognition by analysts of the risk “inherent in the mortgage franchise.” These higher-margin products include option payment adjustable rate mortgages, alt-A loans and below prime loans. These higher-margin loans also are riskier. Among the largest U.S. mortgage lenders that year, Washington Mutual also made the highest proportion of loans to real estate investors and second-home buyers. Such loans are considered especially risky.

Not only did Washington Mutual increase lending to risky borrowers, it may have done so in questionable ways. Last November, New York Attorney General Andrew Cuomo filed a lawsuit against eAppraiseIT, the appraisal arm of First American Corp., alleging that it inflated the value of homes nationwide in response to pressure from Washington Mutual. Cuomo’s lawsuit also attracted the attention of the U.S. Securities and Exchange Commission and the Office of Thrift Supervision.

Appraisals ascribe a value to property that determines the amounts that banks are willing to lend to the buyer. Mortgage brokers and lenders then collect fees based on the dollar value of the loans they make to the buyer of the property.

This means that in addition to its involvement in what is possibly illegal activity, Washington Mutual has a mortgage loan portfolio of lower quality than previously thought to be the case. The company now faces a higher risk of credit losses as homeowners are stuck with homes whose true value is much less than they thought and with mortgages they can’t pay.

Washington Mutual’s aggressive lending practices began to reveal their true value when losses began to mount. The company reported a $1.87 billion loss in the fourth quarter of 2007. Moody’s Investors Service cut the company’s credit rating to a notch above “junk.” The lower credit rating indicates that investing in Washington Mutual is considered to carry a higher risk than before. Toward the end of 2007, the company announced it would lay off 3,300 of its 50,000 workers.

Instead of properly monitoring risk, Washington Mutual has followed lending practices that make risk more difficult to identify and structured management’s compensation to sidestep the consequences, a scary proposition considering that further write-downs are expected. According to some estimates, the company will need $8 billion to cover borrowers who can’t afford their mortgage payments, although Moody’s estimated that the company might need as much as $12 billion.

And what if Washington Mutual goes the way of Bear Stearns or Countrywide? Killinger should have no worries, with a golden parachute worth more than $22 million, if he is terminated before a change in control."

"The nation’s fourth-largest bank is a bellwether for the mortgage crisis, says Jonathan Weil, an accounting columnist at Bloomberg News. “As long as Wachovia Corp. hasn’t cleaned up its books, there’s probably still more to come,” he says.

Weil says it’s clear that Wachovia hasn’t yet fully disclosed the impact of delinquent mortgage loans on its financial statements because the stock market value of the bank is less than its book value, or net worth. At the end of 2007, the bank’s book value (assets minus liabilities) was $76.9 billion, but its stock market value was only $60.9 billion. “The $16 billion gap shows the market doesn’t believe the company’s balance sheet is holding up,” Weil says.

The banking company’s net income in the fourth quarter of 2007 plunged to $51 million or three cents a share, from $2.3 billion or $1.20 a share a year earlier, and its revenue fell 17 percent to $7.2 billion. Mortgage-related losses were $1.7 billion. Its non-performing assets soared to $5.4 billion on Dec. 31, 2007, from $1.4 billion a year earlier. But the bank’s loan-loss allowance, or the money set aside to cover bad loans, now $4.5 billion, is not large enough to fully cover its non-performing assets.

Despite the bank’s financial woes, G. Kennedy Thompson, chairman and chief executive officer of Wachovia Corp., hasn’t suffered as much financially as the company’s shareholders. Thompson didn’t receive a $5 million cash bonus in 2007 that he got in 2006, but Wachovia granted him stock options and restricted stock with a combined grant date fair value of $14.3 million. This represents a $2.5 million increase or 21.1 percent more than the $11.8 million in equity awards he received in 2006.

Thompson’s compensation illustrates the truism that chief executive officers of large companies typically earn bigger paychecks than heads of smaller companies. The bigger paycheck frequently tempts CEOs to outgrow their competitors through mergers and acquisitions, rather than seeking to financially outperform their competitors. All too often, executives may pursue acquisitions to grow their companies even if the resulting transactions are risky, or poorly conceived. This is what the executives did at Wachovia.

Growth for growth’s sake can be a particularly destructive strategy at a bank, especially if it results in the making of poor quality loans. The banking company, cobbled together from more than 100 acquisitions since 1985, is now the fourth largest bank in the United States. Wachovia executives had financial incentives to pursue this expansion because the company’s executive compensation plan rewards executives for the revenue growth that results from mergers and acquisitions.

As Wachovia has grown, so too has the size of the companies that it considers its peers for executive pay. Like many companies, Wachovia looks at its peer group of rival companies to establish its executive compensation levels. A decade ago, the company, then known as First Union, used the top 25 largest banking companies as an executive compensation benchmark. Today, Wachovia’s compensation committee considers 10 of the largest financial services companies.

Peer group compensation formulas can provide cover for executives when industry-wide problems emerge such as the current mortgage credit crisis. In 2007, Wachovia’s compensation committee concluded that despite Wachovia’s financial exposure to the decline in value of subprime residential mortgages, its peers also had taken significant write-downs.

In May 2006, Wachovia announced the purchase of mortgage lender Golden West Financial for $24 billon. At the time, Thompson praised Golden West for its “singular focus as a risk-averse residential mortgage portfolio lender.” The merger was completed at the peak of the real estate bubble, and since then Wachovia’s stock price has fallen more than 40 percent.

Golden West specialized in offering so-called “option ARM” mortgages that allowed borrowers to select a minimum payment option below the amount of interest due. Golden West often combined these loans into mortgage-backed securities for use as collateral to borrow more money. Adding to the company’s risk, more than 60 percent of Golden West’s outstanding mortgages originated from California, where real estate values reached what many people suspected were unsustainable levels.

Wachovia’s expansion in the residential mortgage business could not have come at a worse time. As the mortgage credit crisis spread in the fourth quarter of 2007, Wachovia’s deteriorating loan portfolio required an increase in its loan-loss provision to $1.5 billion. Wachovia’s quarterly net income fell 98 percent, as its bad loans and delinquencies increased. Unfortunately for shareholders, Thompson has not been penalized for the consequences of the ill-conceived expansion strategy."

"John J. Mack, chairman and chief executive officer of Morgan Stanley, received $41.7 million in compensation in 2007, a year in which the prestigious Wall Street firm reported the first loss in its 72-year history because of a $9.4 billion charge on subprime related investments. Under his employment contract, which expires in 2010, Mack also is entitled to tax gross-up benefits, as well as continued medical and dental benefits.

Mack did not receive a bonus in 2007 because of the company’s losses related to the mortgage crisis, but he did receive stock awards valued at $40.1 million and $399,153 of other compensation on top of his $800,000 salary, according to the company’s 2008 proxy.

Among the chief executives of Wall Street firms that have taken a major hit from the subprime mortgages, he is the only one who has kept his job. Despite an effort by the CtW Investment Group, the California State Teachers’ Retirement System and other large investors to toss him from the board, Mack was re-elected as chairman at Morgan Stanley’s April 8 annual meeting. The write-downs led to a 44 percent decline in Morgan Stanley’s share price that erased $35 billion in shareholder value for the year ending March 7, 2008.

When he was brought back to lead Morgan Stanley in 2005 after a management feud threatened to tear apart the firm, Mack promised to double earnings in five years. The firm’s $3.59 billion loss for the fourth quarter of the fiscal year ending Nov. 30, 2007, forced Mack to renege on his promise and sent Morgan Stanley hat in hand to a Chinese investment firm for $5 billion infusion of capital.

In a press release announcing the loss on Dec. 19, 2007, Mack called the write-down “deeply disappointing, and agreed to forgo the year-end bonus. But instead of accepting ultimate responsibility for Morgan Stanley’s performance, he blamed the “isolated losses” on a “small trading team.” In a conference call with investors about the earnings, Mack said the firm’s losses “resulted from an error of judgment that occurred on one desk, in our fixed-income area, and a failure to manage that risk appropriately.” 

That trade represented 23 percent of the firm’s common equity in fiscal 2006 and prompted Moody’s Investors Services to raise questions about the “effectiveness of Morgan Stanley’s trading risk management.”

In fact, much of the blame for the firm’s losses rests with Mack. Shortly after returning to lead Morgan Stanley in 2005, he pushed the firm to take more risk and bet more of its own money on big trades and investments, a strategy that prompted the company to dive deeply into subprime mortgages, leveraged loans and derivatives and backfired badly. Mack also compromised the independence of the firm’s risk management by having the chief risk officer report to Zoe Cruz, co-president, who also oversaw fixed income trading, instead of reporting directly to him.

After the firm’s 2007 trading losses came to light, Mack fired Cruz and said the firm’s risk managers would now report to the chief financial officer. “Mack’s strategy is to be aggressive and use the balance sheet to support businesses that he’s expanding,” said Dick Bove, financial strategist at Punk, Ziegel & Co. “It’s not working and management turnover is excessive.”"