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CHAPTER ONE Dimensions of the Problem
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Corporate boards have been all too willing to follow the Pied Piper of competitive practice instead of taking a long, hard look at their own practices. The question, Will we stand out too much for what we are doing is no longer sufficient in determining the size and scope of executive compensation. Rather the issue of standing out should apply in a very positive way to the amount of quality oversight and study given to the issue of executive compensation and corporate governance. Companies and their boards must wake up to the fact that options, on their own, do not provide balanced incentives. Options only reward individuals when the stock price goes up, without much disincentive to keep the stock from going down. As long as the stock price goes up briefly, options can conceivably be exercised, even if the stock price declines months or even weeks later. A shift in strategy to a more balanced, realistic, and healthy approach to compensation (as I will discuss in s 8 and 9) does not need to dilute executive pay. If anything there will still be opportunities for executives, over the long term, to be fairly and even richly rewarded for their efforts to develop and execute plans for solid and sustainable growth at their companies. A change in attitude and behavior will be necessary for both board members and top executives. Boards have been reluctant to ask the tough questions, particularly about compensation, for fear of upsetting management. Management also does not want to subject itself to a high degree of self-examination. None of us really likes accountability. Like bad-tasting medicine we know it s good for us but we will seek it out only when absolutely necessary, and then only in the absolutely necessary doses. The accountability issue may make for some uncomfortable discussions between board members and senior executives. While the discussion of expectations and performance are difficult enough between employer and subordinate, between board members and CEOs it seems almost offensive. Boards will also have to address the struggle of holding executives accountable and the fear that they will leave. Whether you re running General Motors or the local sandwich shop, there is always the underlying concern that your employees will leave if you hold them too accountable. Or if you demand more of them, your employees will demand more pay or perks. At the top executive level, it is no different. In fact given the
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PART ONE The Stock Option Problem
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supposed scarcity of top executive talent, the situation is much worse. Companies are often so worried about people leaving, they are willing to bribe and seduce them with almost anything to keep them. Free stock options were an easy inducement. It is not enough to adopt accounting standards without addressing executive accountability standards. The goal of this book is to provide companies, their boards, and all other parties involved in executive compensation with the right questions that they should be considering. It is neither helpful nor healthy to dwell exclusively on the problems and excesses of the past. With a full realization of the situation now facing companies, board members must take up the cause of change. To do so they must be prepared to ask the right questions so that they can obtain the right answers.
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WHAT DO YOU THINK
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What are the purpose and objectives of our executive compensation program What values, behaviors, and results are we trying to instill and motivate What messages are we sending What is the total cost of our executive compensation program This is not just the total accounting expense, even with the proper expense for options. The analysis must incorporate the actual and expected economic cost of the program over a multiyear period, and under a variety of performance scenarios. What are we getting in return for our investment in executive compensation Are the expectations commensurate with the rewards Does our executive pay program provide the right tradeoff between risks and rewards, reflecting the values, culture and risk profile of our company
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