SEC's Spotlight on Executive Pay: Will It Make a
Difference?
Jan. 25, 2006, Knowledge@Wharton
Compensation for
American CEOs has soared over the past decade, far exceeding
inflation and wage gains of ordinary workers -- and leading critics
to charge that self-serving insiders have tilted the playing field
at shareholders' expense.
In response, the
Securities and Exchange Commission on January 17 took the first step
toward adopting rules to better show shareholders how much their top
executives and directors are paid. The changes, pushed by the
commission's new chairman, Christopher Cox, would for the first time
require companies to clearly report a total compensation figure for
each of the top five executives and all directors. Disclosure would
include the values of stock options, retirement and severance plans
and perks worth over $10,000, all of which are difficult or
impossible to assess currently. A final vote is expected in the
spring after a public-comment period, and most observers expect the
rules to be adopted.
Will that drive
executive pay down?
Probably not, say
several Wharton professors, arguing that executive pay is not
necessarily as excessive as the most extreme cases suggest. Still,
all agreed that more complete, clearer disclosure would improve the
system. "When people are forced to undress in public, they pay
attention to their figures," jokes William C.
Tyson, professor of legal studies and ethics at Wharton.
Tyson, an expert on
the SEC, says he expects the proposals to be approved. "I don't
think that there are going to be too many negative comments
submitted about this, because it's just requiring more disclosure."
But he doubts the changes would dramatically affect executive pay,
which is governed by many factors. "I don't see the changes as that
significant. Companies now assign outside directors to compensation
committees and they are generally setting pay rates at levels
governed by supply and demand," Tyson notes. "In principle, there
are things in place that should prevent unreasonable salaries, but
there are always market imperfections." Better disclosure should
help remedy those, he adds.
According to
Wharton management professor Martin
Conyon, "People have been critical of executive compensation for
a number of years, and will always be critical of executive
compensation." Similar public outrage over accelerated executive pay
led to disclosure reforms in 1992 as well.
"Throughout the
1990s, the level of executive compensation increased dramatically,
especially in S&P 500 firms," Conyon notes. Indeed, a study by
Wharton accounting professors John E.
Core and Wayne Guay
and Randall S. Thomas of Vanderbilt University shows that median
annual pay for S&P 500 CEOs rose from $1.98 million in 1993 to
$6.58 million in 2003. Another study, this one by The Corporate
Library, a Portland, Maine, nonprofit that advocates better
corporate governance, found that the typical CEO's compensation rose
by 15% in 2003 and 30% in 2004 -- about 10 times the inflation
rate.
And a study by
Lucian Bebchuk and Yaniv Grinstein of Harvard found that from 1993
through 2003, executive pay increased to about twice the level that
could be explained by factors such as growth in company size and
stock performance. In 2003, compensation for top executives equaled
10% of their companies' annual earnings, compared to 5% percent in
1993, the study reported.
Factoring
in Stock Options
Executive
compensation is typically a combination of base pay, annual bonus
tied somehow to performance, grants of stock, stock options,
contributions to a retirement program, and perks, which can include
everything from personal use of the corporate jet and limousines, to
club memberships and contributions to the executive's designated
charities. Currently, it is extremely hard to determine the total
value from corporate filings, which don't place a value on the stock
options or reveal much about pension plans and perks.
It is fairly clear,
though, that compensation has been driven upward by greater use of
stock options, which give the executive the right to buy company
stock at a set price anytime over a number of years, typically 10.
Options can soar in value if the stock price rises above the set
purchase, or strike, price. "The explosion in the use of stock
options in the 1990s cannot be stressed enough," Conyon says, noting
that in the early 1990s, options accounted for about 20% of the
typical CEO's compensation. By 2000, that had grown to 50%.
Current rules
require companies to disclose how many options are granted to each
top executive, but not to place a value on them. Experts can
estimate values, but ordinary shareholders generally cannot, leading
the SEC to propose a standard methodology that will reveal the value
and make it easier for shareholders to compare companies. The SEC is
also now requiring companies to calculate their executive and
employee options expenses in figuring earnings. "As stock options
became more important, people thought, 'Hang on a second.... Is the
tax and accounting treatment of them appropriate?' It turned out
that folks said, 'No,' and it has been changed," Conyon adds.
While critics say
something is wrong when executive pay gains vastly outpace inflation
and ordinary Americans' wage gains, it is not that easy to establish
a benchmark for determining whether executive pay is excessive,
Conyon notes. Numerous studies have shown that American CEOs make
considerably more than their counterparts in other countries --
sometimes many times more. But, he points out, the U.S. economy and
stock markets have outperformed most foreign ones. "The system here
seems to be working."
Guay does not
believe the typical CEO's pay is excessive. "The egregious pay
packages that attract so much attention from the press -- of, say,
$20 million plus -- only apply to a handful of CEOs." The median CEO
in the S&P 1500, composed of the 1500 largest publicly traded
companies, "makes about $2.5 million a year." Most CEOs work 12
hours a day for perhaps 350 days a year, he adds, arguing that many
top lawyers, consultants or Wall Street traders and analysts make
$2.5 million or more.
"Why has executive
pay risen so much in the last 15 years?" Guay asks. "It seems pretty
clear that the world has become more complex, global business is
essential, technology is moving faster than ever. Highly skilled
CEOs are likely in greater demand than ever before." In addition,
today's CEO faces greater risks from litigation and a tougher
regulatory environment. And finally, he says, today's CEOs are
expected, and often required, to keep a large portion of their
personal wealth tied up in their companies' stock and options -- as
much as 50% to 75% of their net worth.
The idea was to
satisfy shareholders' demands that executives' interests be aligned
with their own. But an executive with so many eggs in one basket
faces serious risk of loss if the stock price falls. Hence, he or
she will demand more compensation to offset the risk.
In 2003, for
instance, the median S&P 500 CEO had an annual pay package worth
$6.58 million, but also held just over $30 million in stock and
options accumulated over previous years. Guay and his colleagues
calculated that a 1% drop in stock price would reduce the
portfolio's value by $430,000 (rather than $300,000, because of
options' high sensitivity to share price changes). A 20% drop in the
stock's price therefore would reduce the portfolio's value by $8.6
million -- leaving the executive in the hole for the year despite
the big annual pay package.
Another study
showed that in 2003, U.S. CEOs were paid about 1.6 times more than
British ones, but that the Americans' stock and options holdings
were worth 5.2 times as much, putting them at far greater risk of
loss in a downturn.
The Star
System
Executive pay has
also been driven up by relatively recent changes in how people
advance to executive ranks, says David A. Skeel, Jr., professor of
corporate law at the University of Pennsylvania Law School. Decades
ago, people often stayed with one company for an entire career,
working their way to the top. Since the 1980s, it has become more
common for managers to jump to different firms for their next upward
move, making bidding for talent more intense and expensive. "That
generates a kind of star system," he says. "If it's a tournament,
where most people are not going to make it [to the top], you have to
make the prize big for those who do."
In explaining
executive compensation, many corporate filings note that the goal is
not to have the highest paid executives in the industry, but to set
pay just above average, in the second quartile. "It's the Lake
Woebegon effect," Skeel suggests. "Everybody expects to be above
average, so you get this ratchet effect."
Many shareholders'
groups also complain of a mutual back-scratching society of CEOs and
the directors who set the CEO's pay. Directors are not spending
their own money, and thus may not have the restraint they would if
they were. Also, directors may feel beholden to the CEOs, who
typically serve as board chairmen and invite directors onto the
board. Technically, directors are elected by shareholders. But in
practice, these usually are uncontested elections, as the directors
only permit their own slate of candidates to appear on the ballot,
with just one candidate per opening.
Then, too, many
directors are executives at other companies and have an interest in
contributing to the general rise in executive pay.
According to
Conyon, all these factors may contribute to rising executive pay at
some companies. But he notes that there are counteracting forces as
well. Many directors are older than the executives they oversee, and
they often are retired and deeply concerned with their reputations.
"I'm not sure that the directors at Enron are wildly happy with
ending their careers that way," he says. "My guess is that, on
balance, most directors are trying to make informed decisions with
the appropriate amount of information that they are given."
Still, directors do
have a financial incentive to keep on management's good side to
avoid being eased out. In 2005, median directors received about
$151,000 at large companies, $104,000 at medium-sized ones and
$82,000 at small ones, according to a recent Corporate Library
study. The directors, who set their own compensation levels, awarded
themselves raises of about 20% between 2004 and 2005, the study
found.
In a 2005 study, Scott A.
Richardson and Irem Tuna
of Wharton, David F. Larcker of Stanford and Andrew J. Seary of
Simon Fraser University in Canada looked at the effect of social
links connecting CEOs and their compensation-committee members. A
link, for example, would exist if a CEO and board member were both
members of another company's board. The study, Director Networks,
Executive Compensation, and Organizational Performance, analyzed
22,074 directors at 3,114 companies. It found that CEOs with
strong links to directors received substantially higher pay -- often
hundreds of thousands of dollars more -- than those at comparable
companies who did not have such links.
The study also
found that companies with such links tended not to perform as well
as companies without such links, suggesting that CEOs were able to
use these contacts to help keep their jobs despite sub-par
performance. Ideally, says Richardson, the SEC should require
companies to disclose this kind of link, but that is not among the
commission's current executive-pay proposals. Nonetheless, the
proposals should give shareholders better insight into executive
pay, he says, adding that at many companies, CEOs receive
multi-million dollar pension benefits that shareholders currently
know nothing about. That would change if the proposals are
adopted.
Like the others
interviewed, Richardson does think the SEC proposals would drive
executive pay down in the face of all the forces pushing them up.
But the SEC has no legal authority to limit executive pay, nor would
such authority be a good idea. "You certainly don't want regulators
going in and second-guessing business decisions," he says. "Make
people aware of these things, and the market should take care of it
itself."
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