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Executive Investigator
Tracking and Analyzing Executive Salaries, Bonuses, and Perks
# Monday, January 12, 2009

Much posturing has occurred about changing CEO pay over the past couple years, but will a financial collapse combined with a gigantic taxpayer bailout be enough to finally force the issue? Here's what the Wall Street Journal has to say:

The American Federation of State, County and Municipal Employees has submitted 36 proposals, 32 of which address pay practices. AFSCME wants 10 companies to require executives to hold a majority of their stock and stock options until two years after retirement or termination. The union is also asking three firms to adopt "bonus banking," in which a portion of executives' annual bonuses would be withheld for three years, then recalculated based on updated corporate results.

The resolutions -- new for the union this year -- respond "to the financial crisis that, in part, derived from the perverse incentive structure of CEO pay," says Richard Ferlauto, AFSCME's head of corporate governance and pension investment.

Governance experts say the executive-pay proposals are more targeted and ambitious than those submitted in recent years. Last year, for instance, activists focused mainly on winning an annual advisory vote for shareholders on executive pay. That issue has receded because Congress is expected to consider such a requirement. Some shareholders also may mount campaigns against re-election of directors, particularly those on compensation or audit committees.

But I wouldn't hold my breath. As the same article notes:

But several firms are fighting back, claiming that the proposals are vague and misleading. At least seven companies, including Bank of America Corp. and PNC Financial Services Group Inc., have asked the Securities and Exchange Commission to block shareholder votes on the resolutions. The SEC so far has ruled in favor of at least one such request, from SunTrust Banks Inc.

Monday, January 12, 2009 9:57:45 PM UTC  #    Comments [0]  |  Trackback
# Friday, January 09, 2009

In an all too familiar story, Dell Inc. stock is down more than 50% over the last year, but two departing executives are getting richer.

Mike Cannon, leaving after less than two years as president of Dell's global operations, is receiving a staggering $10 million in cash while outgoing chief marketing officer Mark Jarvisis is receiving $1.25 million.

According to Dell's SEC filing, Cannon will receive a $5 million payout on or before Feb. 20 as well as two payments of $2.5 million due in April and July, respectively. Dell will also continue to pay for Cannon's home-security system until Feb. 1, 2011.

Jarvis will receive $625,000, what would have been his salary this year, plus a $625,000 bonus.

Friday, January 09, 2009 9:03:59 PM UTC  #    Comments [64]  |  Trackback
# Thursday, January 08, 2009

Chesapeake Energy Corporation just awarded its CEO $75 million in addition to the nearly $3 million it paid him in 2008.

Chesapeake's board of directors said the payment to Aubrey McClendon was for his "extraordinary contribution to the joint venture transactions that were consummated by the company during 2008 and increased the company's intrinsic value by at least $10 billion."

"Intrinsic value" is an interesting way of ignoring the fact that Chesapeake stock fell 60% in value last year - a very bad year even in this market.

Thursday, January 08, 2009 3:30:54 PM UTC  #    Comments [0]  |  Trackback
# Wednesday, January 07, 2009

Bank of America CEO Kenneth Lewis has recommended to his board of directors that senior executives, including himself, do not receive bonuses this year.

In a memo, Lewis writes, “This was a difficult decision because we have worked hard and made progress on many projects that will create value for our company in future years. Nonetheless we are a pay-for-performance company.”

Before you feel too bad for Lewis, remember that he earned nearly $25 million last year - so he shouldn't have to give up cable despite the pay cut.

Wednesday, January 07, 2009 5:32:42 PM UTC  #    Comments [0]  |  Trackback
# Tuesday, January 06, 2009

In case you thought the United States was unique in how richly it pays its CEOs, take comfort in these figures from Canada's Financial Post:

The [Canadian Centre for Policy Alternatives] released figures yesterday showing that individual total compensation packages in 2007 for the top 100 CEOs at publicly listed Canadian companies increased an average of 22% to $10.4-million as the economy thundered along. This compared with a pay hike of 3.2% to $40,237 for the average Canadian worker during 2007.

That gap has been growing amid increased competition for companies to attract strong leadership. In 2007, Canada's top 50 CEOs earned 398 times more than the average worker, compared with 85 times in 1995. Mr. MacKenzie said between 1998 and 2007 the average compensation of top CEOs increased by 147%, adjusted for inflation. This compared with a 3% decline in inflation-adjusted weekly wages for average Canadians and a 6% rise for those on the minimum wage.

Tuesday, January 06, 2009 7:35:00 PM UTC  #    Comments [1]  |  Trackback
# Monday, January 05, 2009

Robert H. Frank at Cornell argues in The New York Times that Congress should not limit executive pay:

So why not limit executive pay? The problem is that although every company wants a talented chief executive, there are only so many to go around. Relative salaries guide job choices. If salaries were capped at, say, $2 million annually, the most talented candidates would have less reason to seek the positions that make best use of their talents.

More troubling, if C.E.O. pay were capped and pay for other jobs was not, the most talented potential managers would be more likely to become lawyers or hedge fund operators. Can anyone think that would be a good thing?

In large companies, even small differences in managerial talent can make an enormous difference. Consider a company with $10 billion in annual earnings that has narrowed its C.E.O. search to two finalists. If one would make just a handful of better decisions each year than the other, the company’s annual earnings might easily be 3 percent — or $30 million — higher under the better candidate’s leadership. That same candidate couldn’t possibly make as much difference at a company with only $10 million in earnings.

That’s why companies where executive decisions have the greatest impact tend to outbid others in hiring the ablest managers.

One reason for these trends is that companies themselves have become bigger. As the New York University economists Xavier Gabaix and Augustin Landier argue in a 2006 paper, C.E.O. pay in a competitive market should vary in direct proportion to the market capitalization of the company. They found that C.E.O. compensation at large companies grew sixfold between 1980 and 2003, the same as the market-cap growth of these businesses.

Beyond growth in company size, executive mobility has also increased. In past decades, about the only way to become a C.E.O. was to have spent one’s entire career with the company. With only a handful of plausible internal candidates, pay was essentially a matter of bilateral negotiation between the board and the chosen. Increasingly, however, hiring committees believe that a talented executive from one industry can also deliver top performance in another.

This new spot market for talent has affected executive salaries in much the same way that free agency affected the salaries of professional athletes.

Monday, January 05, 2009 3:36:14 PM UTC  #    Comments [0]  |  Trackback
# Tuesday, December 30, 2008

From Newsday's James Bernstein:

David H. Brooks, charged with looting the Westbury-based body armor company he founded to pay for a lavish lifestyle, has been under house arrest in Manhattan for nearly a year now and is out of public sight.

Except on the Internet.

In the past few weeks, angry investors said yesterday, Web postings have gone up portraying Brooks as a "humanitarian" who has "saved thousands of lives" by developing body-armor technology, and who is involved in a mission in Malawi, Africa, "offering generous donations to help aid the grief-stricken area."

When this humanitarian wasn't saving the world through his generosity, his federal indictment claims he was using DHB Industries Inc., now called Point Blank Solutions, money to pay for personal expenses like an $8 million bat mitzvah and a $101,000 bejeweled belt buckle.

Tuesday, December 30, 2008 2:58:41 PM UTC  #    Comments [1]  |  Trackback
# 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