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本帖最后由 kulewy531 于 2009-12-27 02:18 编辑
Executive pay
This house believes that on the whole, senior executives are worth what they are paid
About this debate
Over the past few decades executive pay has risen dramatically. Bosses who were once paid ten times as much as shopfloor workers are now sometimes paid as much as 300 times as much. This trend was never popular, even during good times. But today it is becoming radioactive (Of or exhibiting radioactivity, booming), as governments step in to rescue failing companies and ordinary people are forced to tighten their belts.
Is the anger justified? Some argue that executive pay is a long-standing disgrace. Pay is often not tethered(To fasten or restrict with or as if with a tether) to performance. Huge rewards for the few demotivate the rest of the workforce. Others are more sanguine. Successful executives, such as Jack Welch, former CEO of General Electric, can add hugely to a firm's profitability, benefiting workers, managers and shareholders alike. The growing pay of executives has to be balanced against the growing difficulty of their jobs, particularly as turnover(The amount of business transacted during a given period of time) in the boardroom increases.
Opening statements
Defending the motion
Steven N. Kaplan Neubauer Family Prof. of Entrepreneurship & Finance, University of Chicago Booth School of Business
In the United States, the United Kingdom and elsewhere, CEOs are routinely criticised for being overpaid.
Against the motion
Nell Minow Editor and Co-founder, The Corporate Library
Excessive executive compensation of the past decade is both a symptom and a cause of the current economic mess.
The moderator's opening remarks
Oct 20th 2009 | Adrian Wooldridge
One of the few things that anti-globalisation campaigners and stock market investors agree upon is that executive pay is out of control.
It is not hard to understand this shared outrage: executive pay has exploded(grow radioactively) since the 1980s. For most of the postwar era executives earned a few multiples of the median pay. But thereafter(From a specified time onward; from then on), starting in America and slowly spreading to the rest of the world, the multiples increased exponentially(成级数增长). Today many American workers earn in a year what their boss takes home in an evening.
Isn't this a disgrace? Critics of executive pay worry that even mediocre bosses are given outsized rewards. Robert Nardelli received a $20m pay-off when he left HomeDepot even though the share price had fallen during his six-yeartenure. Carly Fiorina was $180m better off when she leftHewlett-Packard despite a lackluster(无光彩的) tenure(occupation)
. Defenders of executive pay argue that great bosses such as Louis Gerstner, the former boss of IBM, and Jack Welch, the former boss of General Electric, are worth every penny because they create huge amounts of wealth for both shareholdersand employees.
The debate about executive pay, though never cool, is particularly hot at the moment.
Workers have been squeezed by the recession. Unemployment is approaching 10% in the United States and much higher numbers in many other countries. Numerous governments are planning to deal with their rising deficits by freezing public-sector pay. And yet many bosses and bankers continue to make out like bandits—or so lots of people think.
We are lucky to have two of the best people in the business to debate this subject. Steven Kaplan, who proposes the motion, teaches at the University of Chicago's Booth School of Business. Nell Minow, who opposes it, is a long-time share holder activist and chairwoman of the Corporate Library, are search company. (For people who want to know more about her she is also the subject of a profile in a recent issue of the New Yorker.)
Mr. Kaplan starts off by making two fundamental points. CEO pay has not gone up in recent years; indeed, it has been dropping since 2000, particularly in relation to other well-paid groups, such as hedge fund managers, lawyers, consultants and professional athletes. Nor is CEO paid unrelated to performance. Boards are increasingly willing to fire CEOs for poor performance.
Ms Minow focuses heavily on the relationship between pay and the recent credit crunch (crisis). She points out that executive pay helped to create the mess in the first place: Countrywide's CEO, Angelo Mozillo, made more than $550m during his time in office. She also points out that the fact that many companies that were bailed out by the government continue to pay their CEOs huge salaries and bonuses is damaging the credibility of the system.
Such bold opening statements raise questions galore (In great numbers; in abundance). Is Mr. Kaplan justified in starting his account in 2000 rather than 1980, when executive pay exploded? And is Ms Minow right to concentrate so heavily on the financial sector? These are only a couple of the questions that we need to thrash out in the coming days.
The proposer's opening remarks
Oct 20th 2009 | Steven N. Kaplan
In the United States, the United Kingdom and elsewhere, CEOs are routinely criticised for being overpaid. Critics argue that boards do not respond to market forces, but, instead, are dominated by or are over-generous to their CEOs. Boards are criticised for not tying CEOs' pay to performance. These criticisms have been exacerbated by the financial crisis and the desire to find scapegoats.
I argue below that the critics are wrong and that there are many misperceptions of CEO pay. While CEO pay practices are not perfect, they are driven by market forces and performance. Contrary to public perception, CEO pay has not gone up in recent years. In fact, the average CEO pay (adjusted for inflation) has dropped since 2000, while the pay of other groups has increased substantially. Similarly, the view that CEOs are not paid for performance is wrong. In fact, the opposite is true and board sincreasingly fire them for poor performance. And, most recently,consistent with market forces driving pay, the US and UK governments each hired a new CEO (of AIG and the Royal Bank of Scotland) for pay exceeding that of the median large company CEO.
It is useful to understand how CEO pay is measured. It includes three components: salary, bonus and stock-based pay. It is usually measured in two ways. The first is the sum of salary, bonus, restricted stock and the expected value of stock options. I call this expected pay. Expected pay measures what boards believe they awarded the CEO. This is the best measure of what a CEO is paid each year. Note that the CEO does not actually walk away with this money. The second measure replaces expected stock option values with values actually realized and realized pay measures what CEOs walk away with.
The first graph shows average and median expected CEO pay for S&P 500 CEOs since 1994 (adjusted for inflation). It shows that median CEO pay has been stable since 2001; it has not increased. Andaverage pay has declined substantially. In fact, average CEO pay in2008 is below the average in 1998.
While average CEO pay has declined, the pay of other highly paid groups has increased. The second graph shows S&P 500 CEO pay relative to the income of the top 1% of US taxpayers. Relative to those other groups, CEOs are no better off in 2008 than in 1994. Strikingly, relative CEO pay is a half of what it was in 2001, a huge decline.
Which are those groups that have earned increasingly high compensation? Hedge fund, private equity and venture capital investors have increased their assets and fees substantially, translating into high pay. By one estimate, the top three hedge fund managers earned more in 2007 than all 500 S&P 500 CEOs combined. Professional athletes, investment bankers, consultants and lawyers also have benefited greatly. For example, from 2004 to 2008, the inflation-adjusted pay of partners at the top 20 law firms increased by 12% while that of S&P 500 CEOs dropped 12%. Those law firms had over 3,000 partners making an average of $2.4m each.
One can look at the Obama administration for other examples. Larry Summers made $8m (more than the median S&P 500 CEO) giving speeches and working part-time for a hedge fund. Eric Holder made $3.5m as a law partner.
So, while CEOs earn a lot, they are not unique. The pay of people in the other groups has undoubtedly been driven by market forces; all are compensated in arm's-length markets, not by cronies. Technology, globalisation and scale appear to have increased the market value of these groups. CEOs have not done better and, by some measures, have done worse. Those who argue CEOs are overpaid have to explain how CEOs can be overpaid and not subject to market forces, when the other groups are paid at least as well and are subject to market forces.
Why is the pay of these other groups relevant for CEOs? Top executives regularly leave to work for private equity firms and hedge funds. Law partners and consultants leave to work for public companies as general counsels and executives. Relative pay matters and all these groups are paid according to market demand. Markets are the driving force for senior executives in all these industries and talented people jump across industries, based on market perceptions of their worth.
Critics also argue that CEO pay is not tied to stock performance. Again, that is not true. Looking at what CEOs actually receive—realised pay—Josh Rauh and I found that firms with CEOs in the top decile of realised pay earned stock returns 90% above those of other firms in their industries over the previous five years. Firms with CEOs in the bottom decile of realised pay underperformed by almost 40%. The typical CEO is paid for performance.
This was reinforced in 2008, when average realised CEO pay declined by 25%(according to S&P's Exec comp). And Equilar, another provider of CEO pay data, estimated that the typical CEO experienced a net worth decline of over 40%.
The final myth to bust is that CEOs control their boards and earn high pay through this control and not performance. In fact, CEO tenure has declined, from ten years in the 1970s to six years today, and boards have got tougher on their executives when they do not perform.
In sum, market forces govern CEO compensation. CEOs are paid what they are worth. Talented individuals, who are perceived to be valuable, can move between industries to be compensated well. The clearest example of this is that even governments have to pay highly for talented executives. Recently, the Royal Bank of Scotland (under UK government control) hired a CEO with a package worth up to $16m; AIG (under US government control)hired a CEO with a package worth up to $10.5m. For these critical jobs, both of these executives received compensation exceeding the pay of the median S&P 500 CEO.
The opposition's opening remarks
Oct 20th 2009 | Nell Minow
Excessive executive compensation of the past decade is both a symptom and a cause of the current economic mess. And the post-meltdown awards are all but guaranteed to continue to create perverse incentives that will reward management and further damage the interests of shareholders and every other participant in the economy.
Incentive compensation rewarded executives for the quantity of transactions rather than the quality of transactions. It inevitably led to failures like the subprime disaster and the dominoes it toppled as it took the economy down with it. Worst of all, the avalanche of post-bailout bonuses and departure packages like the $53m Ken Lewis got from Bank of America have severely damaged the credibility of Wall Street and the American financial markets as a whole. The billions of dollars of losses do not come close to the reputational hit to American capitalism, which will increase the cost of capital for all US companies.
Panglossian(sanguine) observers will always be able to find some metric to justify any level of pay. But the results speak for themselves. The decisions that led to the melt down were made by executives who knew that they would be paid tens, even hundreds of millions of dollars no matter how successful the consequences of those decisions.
Let us look at ground zero of the subprime mess, Countrywide, where Angelo Mozilo made more than $550m during his time as CEO. When the compensation committee tried to object to his pay levels, he hired another compensation consultant, paid for by the shareholders, to push them into giving him more. Heal so pushed for, and was given, shareholder subsidies, not just for his wife's travel on the corporate jet but for the taxes on the imputed income from that travel. Instead of telling Mr. Mozilo that he had no business asking the shareholders to subsidies his taxes, the board meekly(温顺地)signed off on it, making it clear to everyone in the executive suite that the pay-performance link was not a priority.
By theend of 2007, when Countrywide finally revealed the losses it had previously obscured, shareholders lost more than 78% of their investment value. Meanwhile, in early 2007 Mr Mozilo sold over $127m in exercised stock options before July 24th 2007, when he announced a$388m write-down on profits. Before the bailout, Countrywide narrowly avoided bankruptcy by taking out an emergency loan of $11 billion from a group of banks. Mr Mozilo continued to sell off shares, and by the end of 2007 he had sold an additional $30m in exercised stock options. There is the definition of outrageously excessive compensation.
Countrywide responded to a shareholder proposal that year asking for a non-binding advisory vote on its pay plan by urging shareholders to oppose it because "Countrywide has been an outstanding performer" and because "The Board's Compensation Committee has access to the best information on compensation practices and has a thorough process in place to determine appropriate executive pay." They could hardly have done worse. And it is likely that some market feedback on the structure of the pay plan could have given compensation committee members Harley W.Snyder (chair), Robert J. Donato, Michael E. Dougherty and Oscar P.Robertson worthwhile guidance.
Michelle Leder of the indispensable Footnoted.org website discovered that Frank A. Keating, Charles T. Maxwell and Frederick B. Whittemore, the compensation committee at Chesapeake Energy, not only paid the CEO, Aubrey McClendon, $100m, a 500% increase as the stock dropped 60% and the profits went down 50%, they spent $4.6m of the shareholders' money to sponsor a basketball team of which Mr McClendon owns a 19% stake, they purchased catering services from a restaurant which he owns just undera half of, and they took his collection of antique maps off his hands for $12.1m of the shareholders' money, based on a valuation from the consultant who advised Mr McClendon on assembling the collection. The board justified this by referring to Mr McClendon's having to sell more than $1 billion worth of stock due to margin calls, his having concluded four important deals and the benefit to employee morale from having the maps on display in the office. A market-based response would-be: (1) that was his risk and it is inappropriate to the point of misappropriation to force the other shareholders, already substantially out of pocket with their own losses due to his poor leadership of the organisation, make up for his losses (2) if the deals are good ones, he will be adequately rewarded when the benefit of those deals is reflected in the stock price; and (3) you have got to be kidding. If this is pay for performance, what exactly is the performance we are paying for?
These may be anecdotes, but they are illuminating ones. The numbers and details may be at the extreme, but the underlying approaches are representative. Even as outliers, they still demonstrate the failure of the system to ensure a vigorous, arm's-length system fordetermining pay and the inability of the system to require an effective incentive programme with a genuine downside as well as an upside.
In my comments, I will discuss the seven deadliest sins of executive compensation, the two key elements that are essential for any plan that merits support from investors and the only metric that matters in looking at pay.
Comments:
The proposer’s remarks endeavor to defend for CEOs by three reasons. They start off claiming that CEOs’ salary is lower than other high-paid classes, such as lawyers and hedge fund managers. However, they failed to prove that these high-paid persons deserve what they receive. As a worldwide trend, the gap between the rich and the poor are becoming wider and wider. Secondly, the proposers tried to prove that CEOs are not assigned by crony, using the evidence that the tenure of CEOs is shorter than before, which is not closely related to the topic.
In the whole section, CEOs are only compared to other high-paid jobs and the former condition, but are not compared to those workers. This point is the main weakness. |
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