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FOREWORD
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Delves: The other part of executive compensation is the subject of ownership. Why do we feel compelled to give people ownership Why don t we expect them to earn it Shouldn t we be structuring compensation systems that say, okay, we re going to give you an interest in the company, but you have to earn it over time You have to consistently demonstrate and create value in order for this to come to fruition. So if it s an option, it vests based on some kind of longterm, demonstrable performance. It s an option that allows an executive to buy stock at today s price or even below today s price but over the next 5, 7, or 10 years. But someone has to consistently create value that is greater than what they are receiving their salary for. Volcker: In my own thinking I believe this whole idea of equity compensation is overdone. Take this whole idea of paying directors in stock. Should directors who were overseeing the behavior of the company be motivated themselves for the short-term performance of the stock Delves: That goes back to the larger point that we focus way too much on stock and stock prices. Some studies show that 75 percent of the movement of the stock has very little to do with what the executives actually do. Volcker: This is not just a function of stock options, but stock options do exaggerate it. I ve told the story many times, but I remember sitting here with a Wall Street business leader. He said, What can you expect when for 20 years the best business schools have been teaching that all that matters is stock price. I thought about that and came to the conclusion that he was right. Delves: We were taught to believe that total return to shareholders is the be-all, end-all, and ultimate measure of a company s health and success. Volcker: But you ve got these big public companies, and they aren t issuing any stock. The stock price is irrelevant to their basic financing. Right through this past decade the greatest bull market in history what did these companies do They bought stock. They didn t sell stock. Some individual companies did. But companies as a whole were buying back stock and not issuing stock. I remember addressing an audience, it was probably during the late 1970s when I was Federal Reserve Chairman, and there was a CEO in the audience. He said, When it comes right down to it, I don t know why we care that much about stock price. I don t sell
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FOREWORD
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stock. I don t go to the market for new capital ever. There are a lot more important things to the company than the day-to-day movement of the stock price. Delves: If we are not looking at the stock market strictly as a source of equity capital, then that turns everything upside down. We assume the purpose of the company is to serve the shareholders. Yes, they are important as a source of capital. But that capital is used in pursuit of the company s actual purpose: to produce goods and services and sell them in the market. Volcker: That s right. The purpose of the company is really to provide goods and services at the best possible price, at the highest level of productivity, and in a way that serves society and communities. That is the purpose of the company. The stock is just the way that we get there.
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ACKNOWLEDGMENTS
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To my wife, Denise, for her consistent belief in me, and whose constant, loving, and sustaining support creates the environment in which I live and work. To my daughter, Lucy, who cheers me on, and is consistently proud of her dad for running a business, writing a book, and doing positive things in the world. To my father, Gene Delves, on whose shoulders I stand. For his 35 years as an Arthur Andersen partner, which provided me with an example of life as a consultant and what it means to work for a meritocracy, and for his many, invaluable business contacts. To my mother, Sue Delves, whose energetic demeanor and tireless commitment to public service and public speaking have been a great example and inspiration. To Bob Wright, my mentor and coach, for his inspiring, compelling vision of what s possible, and for leading me to believe I can make a positive difference in the world. To Judith Wright, my spiritual leader and guide, whose dedication to service and her belief that we are all loved deeply and unconditionally have been an inspiration and helped me to expand my vision beyond what I ever thought possible. To my fellow leaders at the Wright Institute, who coach me, encourage me, give me helpful criticism, and expect the most from me, including Rich and Gertrude Lyons, Mike Zwell, Tom Terry, Angie Calkins, Kathy Schroeder, Barb Burgess, Collin Canright, John Trakselis, Brian Laperriere, Art Silver, Jeff Stitely, Corey Coscioni, Stan Smith, Rob Johnson, James Gustin, Jeff Golden, Kevin McCann, Paul Minnihan, and Marty Goldman. To John Balkcom, with whom I worked at Sibson and Company, and who encouraged me to pursue stock option reform as a life s work. To Rich Semmler, who taught me to be a damn good compensation consultant. To Warren Batts, former CEO of Premark, who has coached and encouraged me to speak the truth and understand the perspective of a highly conscientious and concerned board member. A special thanks to Charles Chuck Bowsher, former Controller General of the United States and a member of The Conference Board Commission on Public Trust and Private Enterprise, who appreciated the importance of my message and opened several valuable doors for me.
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