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Over the past two to three years, board members have grown
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increasingly uncomfortable with their role as overseers of executive compensation programs. Given today s business environment, these feelings of unease are understandable, and they are expected. In private, candid conversations, many board members have begun voicing concerns that something is wrong with executive compensation and that something frequently has a lot to do with stock options. Board members have seen executive pay grow at astounding rates as they approve ever-increasing allocations of stock along with higher percentages of future shareholder wealth. More and more corporate directors have admitted their concerns about the lofty levels of executive compensation. Perhaps, some admit, it has gotten out of control. Many of these board members are themselves CEOs and former CEOs who have had significant salaries, bonuses, and incentive rewards. What I find most interesting is that this questioning of the current state of executive compensation is not coming from the usual ranks of dissenters, such as unions and social activists. The criticism is coming from within the corporate elite. These successful, seasoned, and wealthy board members have the unique perspective to ask when enough is enough. Among the voices of reason and concern among board members today is Warren L. Batts, an adjunct professor of strategic manCopyright 2004 by The McGraw-Hill Companies, Inc. Click Here for Terms of Use.
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agement at The University of Chicago Graduate School of Business and the retired chairman and CEO of Premark International. He has served on the boards of several prominent companies, including Allstate, Cooper Industries, Sears, and Sprint, and is an active and outspoken board member of the National Association of Corporate Directors. We spoke about the views of corporate directors on executive compensation, particularly as it relates to the granting of stock options. Warren s concerns about options can be summarized in two main points. One is that options have a cost. What the exact cost is may not be determined at this point, but they absolutely have a cost. The second point is that options should be performance-based. He is concerned options do not really pay for performance and, in particular, they often provide significant rewards for low performance. Warren has been forthright and thoughtful about the need for change to improve board governance and to make better decisions about executive compensation. His viewpoints are representative of a great many mainstream corporate board members, who clearly do want to pay for performance. Unfortunately board members do not currently have enough independent metrics and tools at their disposal to guide their compensation decisions. The main tool they have is competitive practice.
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Adding to the compensation dilemma are two main concerns that face board members today. The first is overhang, which is the percentage of company stock dedicated to options. It has increased on average from 3 to 5 percent to between 12 and 15 percent and significantly higher than this in technology companies. The overhang problem has resulted directly from the fact that there was no expense for options, and therefore no checks or balances on the system. Stock options, as a part of executive compensation, have grown by as much as 40 percent per year over many of the past eight to ten years. The overhang issue is compounded when a company also has a large amount of options that are underwater, meaning that the current stock price is far below the exercise price. This perplexing
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issue, which I call the double bind, is addressed in 7 but is mentioned here because it is a critical issue for boards. Some astute members of the media have also latched onto the overhang issue as far more worrisome than the expensing debate, which is just a matter of accounting, according to CNN/Money Contributing Columnist Adam Lashinsky.15 The more interesting figure is the so-called options overhang or the potential dilution if all a company s outstanding employee stock options were exercised and sold. When that happens, the shares outstanding increase, and all things being equal, the value of each previously held share goes down, he wrote. The second main concern facing boards is increased investor and regulatory scrutiny. The passage of the Sarbanes-Oxley Act of 2002 has exponentially heightened the regulatory awareness surrounding corporate governance issues. Waves of investor scrutiny are increasing in intensity. The Council of Institutional Investors and Institutional Shareholder Services have dramatically heightened their calls for increased disclosure. In fact the council was one of the first organizations to call for option expensing in early 2002. While significant in and of themselves, these two concerns are symptoms of a deeper problem: how well are boards doing in truly paying for performance When it comes to compensation, how much is enough, and how much is too much Clearly the current methodology of measuring, analyzing, and determining corporate compensation is not sufficient, according to Brenda Barnes, a former president and CEO of PepsiCola North America, an active member of several corporate boards, and an adjunct professor of management and strategy at Northwestern University s Kellogg School of Management. She argues that human resources departments and compensation consultants cannot simply confine themselves to competitive data in determining how much executives are paid. Companies and their boards must have a better methodology to determine appropriate pay levels, based upon responsibility, performance, and results. It s not enough, Barnes argues, to just look at how executives are paid; we must do a better job of answering the question of how much they should be paid.
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