Kudos to Chuck Collins and the Institute for Policy Studies for addressing head-on the critically important and unfortunately overlooked problem of excessive executive compensation in the US, and proposing some worthwhile and common-sense reforms. Writing at
TomPaine, Collins explains: "When it comes to the exorbitant pay of America’s corporate chief executive officers, everyone likes to quote Louis Brandeis, who said 'sunshine is the best disinfectant.' But if you still have an infection after sitting in the sun for 15 years, maybe it’s time for some stronger medicine." If anything, this is an understatement.
He notes that the SEC's new regulations issued last summer requiring corporations to disclose compensation of their top executives don't seem to be doing much of anything.
Collins argues that "Disclosure alone is simply not doing the job. CEOs in the United States seem beyond shame and embarrassment. Would you discipline an exhibitionist by making them disrobe in the town square?"
He then deftly diagnoses the problem underlying (and encouraging) runaway executive compensation and proposes a solution:
The problem is not lack of a good view: Anyone can see the system is off-kilter. Nor is the problem apathy. Investors, workers and the public are clamoring for reform. When the SEC asked for comments on their draft CEO pay guidelines last year, they got over 20,000 responses, more than any other issue in SEC history.
The real problem is a power imbalance. There is no one with the power to rein in pay. Chairman Cox and the “sunshine” crowd seem to think that armed with a candid camera, shareholders will take action.
The shareholders? Excuse me, but have you been to a shareholder meeting lately? Most of them resemble the old Supreme Soviet. A self-selected board sits imperially on a stage. If a lowly shareholder wants to say something, they get their 60 seconds at the mike. Shareholder resolutions are treated like pestilence. And when was the last time you saw an independent candidate run for a corporation’s board of directors?
If the SEC thinks shareholders hold the key, then give us some real power. Give us the vote! Require that shareholders approve compensation plans and retirement packages, as they do in England. Trust us, shareholders know good performance when we see it. Barney Frank, Chairman of the House Financial Services Committee, is putting forth just this proposal.
But runaway CEO pay is more than a shareholder issue. As taxpayers, we subsidize excessive compensation because these pay packages are 100 percent tax deductible corporate expenses. It’s another nifty way that corporate America shifts their tax responsibility back onto everyone else.
Here’s a simple proposition: Any pay package over $1 million should not be deductible. Companies can pay whatever they want, but taxpayers should not be forced to subsidize excessive greed.
If Congress could pass these two reforms, it would help bring sky-high CEO pay back to earth. But without more power for other shareholders and taxpayers, additional disclosure is just more undressing in public.
In particular, I support the idea of requiring shareholders to sign off on compensation packages, as well as other steps to strengthen the hand of shareholders, but one thing I think Collins misses is the importance of
diversifying the makeup of corporate boards in the first place. In many other countries, for example, Boards are comprised of not only independent directors, but often times even have business professors and labor representatives as well. And many European countries (such as Austria, Denmark, Finland, Germany, Luxembourg, Norway and Sweden) require by law that
representatives of non-management employees must sit on the Board as well.
Don't get me wrong, continental European corporate governance practices aren't perfect, but I think this type of approach goes a lot further in ensuring reasonable executive compensation packages compared with the US or UK practices.
Collins and the Institute for Policy Studies also just released a groundbreaking new study on executive compensation - and how the de facto
lobbying group for America's most powerful corporations are trying to block meaningful reform taking place in Congress - that can be read
here (.pdf). Here are the key findings from the study:
Chief executives in the Business Roundtable, who are leading the fight to block CEO pay reforms in the U.S. Congress, would have much to lose from real compensation reform.
• In 2006, the Wall Street Journal reports, the typical big-time CEO in the United States received $6,548,000 in direct compensation. The comparable median direct compensation total for the 83 CEOs in the Journal sample who serve on the powerful Business Roundtable: $9,863,700.
• Pay for Business Roundtable CEOs is rising much faster than for American workers overall. In 2006, the CEOs in the Business Roundtable saw their pay jump 10.6 percent, nearly three times more than the average wage increase of 3.7 percent that went to typical U.S. white collar workers.
• Five CEOs in the Business Roundtable collected pay increases over 85 percent last year. Michael Ward, the top exec at railway giant CSX led the pack with a 336 percent pay hike.
• Merck & Company, the third-largest American drug manufacturer, last year led the American corporate world in “worker pain, CEO gain.” Merck CEO Richard Clark pocketed a 167 percent pay increase in 2006 after announcing, in November 2005, over 7,000 job cuts.
• Perks continue to figure prominently in CEO pay packages. The Business Roundtable chief executive with the most lucrative collection of perks in 2006 — Boeing CEO James McNerney — collected $1.1 million for moving expenses last year. McNerney moved all of 400 miles, from his former job at the Minnesota-based 3M to the Chicago-based Boeing.
• Many Business Roundtable CEOs appear to be wildly over-compensated, even by the narrow definition of “performance” usually employed in corporate circles. Anadarko Petroleum CEO James Hackett’s 2006 total direct compensation rose 78 percent in 2006, despite a 7.4 point drop in total shareholder return, a measure that combines stock appreciation and dividends.
The Business Roundtable and other corporate interests are mounting a vigorous effort to persuade Congress not to meddle in the CEO pay system. Instead, elected officials should see through the self-interest and give careful consideration to the whole range of legislative options related to executive pay.
Update: See
this from Charlie Cray, for more on this story.