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CHAPTER ONE Dimensions of the Problem
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At the May 2003 Kellogg School of Management corporate governance conference, I was impressed and encouraged by the number of Fortune 100 board members who expressed their concern over the magnitude of executive compensation, and the fact that stock option grants have gotten out of control. The general consensus was that the need for better governance of executive compensation runs a close second in importance behind the need for improved financial and auditing controls. What s important is that this core power base of Corporate America clearly acknowledges that the executive compensation system has serious flaws. There is a clear call for dramatically changing the way we think about and structure executive compensation.
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THE SPECTER OF GOVERNMENT REGULATIONS
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Tough talk in the public and governmental sectors should sound a warning to companies and raise the specter of additional regulations. Quite frankly this is the last thing that companies need, particularly in the wake of the Sarbanes-Oxley Act of 2002, which was created to protect investors by improving the accuracy and reliability of corporate disclosures. The Sarbanes-Oxley Act is the most important and sweeping securities legislation since the 1930s. Among a host of other provisions, it requires that CEOs and CFOs sign off on their financial statements, making a public declaration that the facts and figures are legitimate and verified. This particular requirement was passed because the former CEO and CFO of Enron, in testimony to Congress, stated that they could not be responsible for their own financial statements, and that their auditors were to blame. This so deeply offended members of Congress that they didn t want a top executive to ever be able to say that again. The Act also includes an array of provisions requiring better auditing and oversight by boards. At one point during the Senate debate on Sarbanes-Oxley, two senators who have championed stock-option accounting reform Sens. Carl Levin (D-Mich) and John McCain (R-Ariz) attempted to offer amendments to address this issue. The Levin amendment would have directed the FASB to review and take appropriate actions on stock option accounting within a year. The McCain amendment would have directed the FASB to require companies to treat stock option compensation as an expense on their financial
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PART ONE The Stock Option Problem
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statements. In the end, however, both amendments were objected to, neither was voted on, and no provision in the final SarbanesOxley law addressed stock options. Given the blatant examples, as described in a recent speech by former Federal Reserve Chairman Paul Volcker, of corporate malfeasance, misfeasance, and nonfeasance, we can hardly blame Congress for passing Sarbanes-Oxley. However given the examples of excess and poorly designed corporate pay, it is not out of the realm of possibility that regulators would seek to impose some standard or measures on corporate compensation. After all it happened in 1994 with the million-dollar pay cap and could easily happen again. Corporate America doesn t need regulations on executive pay. It needs more proactive boards of directors, who see the big picture, ask tough and probing questions, and take on the role of the ultimate authority and accountability cop. Proactive steps taken by companies to expense stock options and to re-evaluate the composition of their executive compensation packages will be rewarded with greater shareholder confidence. Just as Congress looked for assurance of financial results in the form of CEO-certified financial statements, investors will look most favorably on companies with innovative and balanced executive compensation packages. And, just as companies are rewarded by watchdog groups and other organizations for being family friendly or having a diverse workforce, soon corporations will be ranked by their fairness and balance in executive compensation, including the judicious use of stock options. In fact, longtime shareholder activist Nell Minow has formed a new organization, The Corporate Library, dedicated to providing in-depth information on and evaluation of corporate performance and governance. The Corporate Library has chosen effective executive compensation as its primary area of focus and is developing a thorough rating system for evaluating the quality, effectiveness, and fairness of companies executive pay programs. In the words of former SEC Chairman Arthur Levitt, quoted in a September 2002 Fortune magazine article, You ve got a totally disaffected individual investor community, and they re angry. They re going to differentiate between companies that stand with them and companies that don t. 5
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