by Adam Hartung | Jun 22, 2015 | Current Affairs, Defend & Extend, Lock-in
The Economic Policy Institute issued its most recent report on CEO pay yesterday, and the title makes the point clearly “Top CEOs Make 300 Times More than Typical Workers.” CEOs of the 350 largest US public companies now average $16,300,000 in compensation, while typical workers average about $53,000.
Actually, it is kind of remarkable that this stat keeps grabbing attention. The 300 multiple has been around since 1998. The gap actually peaked in 2000 at almost 376. There has been whipsawing, but it has averaged right around 300 for 15 years.
The big change happened in the 1990s. In 1965 the multiple was 20, and by 1978 it had risen only to 30. The next decade, going into 1990 saw the multiple rise to 60. But then from 1990 to 2000 it jumped from 60 to well over 300 – where it has averaged since. So it was long ago that large company CEO pay made its huge gains, and it such compensation has now become the norm.
But this does rile some folks. After all, when a hired CEO makes more in a single workday (based on 5 day week) than the worker does in an entire year, justification does become a bit difficult. And when we recognize that this has happened in just one generation it is a sea change.
If average workers are angry, and some investors are angry, and politicians are increasingly speaking negatively about the topic why does CEO pay remain so high?
Reason 1 – Because they can
CEOs are like kings. They aren’t elected to their position, they are appointed. Usually after several years of grueling internecine political warfare, back-stabbing colleagues and gerrymandering the organization. Once in the position, they pretty much get to set their own pay.
Who can change the pay? Ostensibly the Board of Directors. But who makes up most Boards? CEOs (and former CEOs). It doesn’t do any Board member’s reputation any good with his peers to try and cut CEO pay. You certainly don’t want your objection to “Joe’s” pay coming up when its time to set your pay.
Honestly, if you could set your own pay what would it be? I reckon most folks would take as much as they could get.
Reason 2 – the Lake Wobegon effect
NPR (National Public Radio) broadcasts a show about a fictional, rural Minnesota town called Lake Wobegon where “the women are strong, the men are good-looking, and all of the children are above average.”
Nice joke, until you apply it to CEOs. The top 350 CEOs are accomplished individuals. Which 175 are above average, and which 175 are below average? Honestly, how does a Board judge? Who has the ability to determine if a specific CEO is above average, or below average?
So when the “average” CEO pay is announced, any CEO would be expected to go to the Board, tell them the published average and ask “well, don’t you think I’ve done a great job? Don’t you think I’m above average? If so, then shouldn’t I be compensated at some percentage greater than average?”
Repeat this process 350 times, every year, and you can see how large company CEO pay keeps going up. And data in the EPI report supports this. Those who have the greatest pay increase are the 20% who are paid the lowest. The group with the second greatest pay increase are the 20% in the next to lowest paid quintile. These lower paid CEOs say “shouldn’t I be paid at least average – if not more?”
The Board agrees to this logic, since they think the CEO is doing a good job (otherwise they would fire him.) So they step up his, or her, pay. This then pushes up the average. And every year this process is repeated, pushing pay higher and higher and higher.
Oh, and if you replace a CEO then the new person certainly is not going to take the job for below-average compensation. They are expected to do great things, so they must be brought in with compensation that is up toward the top. The recruiters will assure the Board that finding the right CEO is challenging, and they must “pay up” to obtain the “right talent.” Again, driving up the average.
Reason 3 – It’s a “King’s Court”
Today’s large corporations hire consultants to evaluate CEO performance, and design “pay for performance” compensation packages. These are then reviewed by external lawyers for their legality. And by investment bankers for their acceptability to investors. These outside parties render opinions as to the CEO’s performance, and pay package, and overall pay given.
Unfortunately, these folks are hired by the CEO and his Board to render these opinions. Meaning, the person they judge is the one who pays them. Not the employees, not a company union, not an investor group and not government regulators. They are hired and paid by the people they are judging.
Thus, this becomes something akin to an old fashioned King’s Court. Who is in the Boardroom that gains if they object to the CEO pay package? If the CEO selects the Board (and they do, because investors, employees and regulators certainly don’t) and then they collectively hire an outside expert, does anyone in the room want that expert to say the CEO is overpaid?
If they say the CEO is overpaid, how do they benefit? Can you think of even one way? However, if they do take this action – say out of conscious, morality, historical comparisons or just obstreperousness – they risk being asked to not do future evaluations. And, even worse, such an opinion by these experts places their clients (the CEO and Board) at risk of shareholder lawsuits for not fulfilling their fiduciary responsibility. That’s what one would call a “lose/lose.”
And, let’s not forget, that even if you think a CEO is overpaid by $10million or $20million, it is still a rounding error in the profitability of these 350 large companies. Financially, to the future of the organization, it really does not matter. Of all the issues a Board discusses, this one is the least important to earnings per share. When the Board is considering the risks that could keep them up at night (cybersecurity, technology failure, patent infringement, compliance failure, etc.) overpaying the CEO is not “up the list.”
The famed newsman Robert Krulwich identified executive compensation as an issue in the 1980s. He pointed out that there were no “brakes” on executive compensation. There is no outside body that could actually influence CEO pay. He predicted that it would rise dramatically. He was right.
The only apparent brake would be government regulation. But that is a tough sell. Do Americans want Congress, or government bureaucrats, determining compensation for anyone? Americans can’t even hardly agree on a whether there should be a minimum wage at all, much less where it should be set. Rancor against executive compensation may be high, but it is a firecracker compared to the atomic bomb that would be detonated should the government involve itself in setting executive pay.
Not to mention that since the Supreme Court ruling in the case of Citizens United made it possible for companies to invest heavily in elections, it would be hard to imagine how much company money large company CEOs would spend on lobbying to make sure no such regulation was ever passed.
How far can CEO pay rise? We recently learned that Jamie Dimon, CEO of JPMorganChase, has amassed a net worth of $1.1B. It increasingly looks like there may not be a limit.
by Adam Hartung | Aug 5, 2010 | Current Affairs, In the Whirlpool, Lifecycle, Lock-in, Web/Tech
“Blame Piles Up in Tribune Cos. 2007 Buyout” is the Chicago Tribune headline. After months of research the bankruptcy judge has released a court ordered report on the transaction that left Tribune Corporation insolvent. Apparently, lots of people were aware that ad demand was falling like a stone. And that there was little hope it would recover. But selling executives shopped for a valuation company until they found one willing to say that management’s projections were plausible. Of course, they weren’t. The transition from print to digital was well along, and the projections were never going to happen.
What’s more startling is the hubris of Sam Zell to close the deal. Apparently he too had doubts about the forecasts, but he went ahead and borrowed all that money to close. That he would ignore all the market signals, and plenty of opportunities to obtain outsider input on the likely continued demise of newspaper ads, shows he wanted to close. He wanted to control Tribune Corporation. Even if it would cost him $300m.
Success Formulas are very powerful. And successful entrepreneurs often have them so locked-in that there’s no other consideration. Success, and personal fortunes, causes them to ignore external data, and external opinions, when they fly in the face of their historical Success Formula. They want to apply it to a new business, and they are ready to go! So damn the torpedos! Full speed ahead!
It’s too bad that our hero worship of successful entrepreneurs too often leaves them insufficiently challenged. Unfortunately, a lot of people got hurt in the calamity that is now the Tribune Corporation bankruptcy. Employees have lost pay, benefits and jobs. Chicagoans have seen the paper get even smaller, and the amount of local news coverage decline. And the city’s reputation has certainly not benefited.
As much as people despise consultants, it would seem that Mr. Zell would have been a lot smarter to ask some bright strategists what the future was for the newspaper before abetting the close of such an onerous, and destructive, transaction. Outsiders, including consultants, are valuable at pointing out the range of potential outcomes – not just the one that fits your Success Formula. That’s why successful organizations use outsiders to help develop scenarios and study competitors, as well as design Disruptions and establish White Space projects. Outsiders can help overcome Lock-in to historical assumptions, biases, prejudice and viewpoints in order to reduce failures and improve success.
And this is some advice hopefully Leonard Riggio will heed. “Barnes & Noble Considering Sale of Company; Possible Buyers Include Founder Leonard Riggio” is the Chicago Tribune headline. Barnes & Noble as an acquisition looks a lot like Tribune did 3 years ago. Product sales (printed books) are in a free-fall as people choose alternative products – especially digital books and journals. Books themselves are struggling to avoid obsolescence as digital publishing makes shorter format more valuable in many instances. Brick and mortar shops focused on printed material – from bookstores to magazine/news stands – have been failing for 10 years – and in fact overall brick and mortar retail across the board has declined the last 4 years as internet retailing has grown. The leading competitor (Amazon) has led the transition to digital, and is competing with an enormously successful tech company (Apple) for the future of digital publishing. Barnes & Noble may have a fledgling product, but it’s about as competitive as a junior leaguer compared to someone on the Yankees!
The Success Formula of Barnes & Noble, as created by the original founder, is obsolete. And B&N is not in the game for where the marketplace is headed. Just because he knew the business once, years ago, gives the founder no leg-up on resurrecting the company. Contrarily, his background is a decided negative as he’s likely to attempt a “throwback” strategy. Since the world goes forward, never backward, those simply don’t work. We could expect lots of store closings, layoffs and inventory reductions – but the future of publishing has radically changed and will continue doing so, and B&N has little input on that outcome. Amazon, Apple and Google (the largest purveyor of digital words through its search engine) are the giants in this game and B&N will get crushed.
And the city of Milwaukee should consider hiring some consultants, as should Harley Davidson. “In Quest for Lower Cost Harley-Davidson Considers Leaving Milwaukee after 107 years” reports Chicago Tribune. Harley would like subsidies, from its workers (unions) as well as the city and state, to keep from moving its factories. But Harley’s problems are far worse than hourly wages for plant workers, and everyone needs to be careful not to get sucked into a Tribune Corp. deal of trying to save a floundering ship.
Harley Davidson’s product has been largely unchanged for a very long time. Despite all the hoopla about tattooed customers, for 30 years competitors Honda, Suzuki, Kawasaki and Yamaha have been innovating and running circles around Harley. Their businesses have grown. Not only by dramatically expanding their motorcycle products, but adding ATVs, snowmobiles, boat engines, automobiles, electric generators, yard equipment and a raft of other products (Honda even makes a commercial airplane!) They have brought in millions of new customers, while Harley’s customer base is eroding – largely dying off as the average age of buyers has risen to well over 50!!
While competitors have pushed forward with new technology and products, and developed new markets and customers, Harley has tried standing still. So, its now an historical anachronism. Interesting to look at, and with some intriguing niches, but not really important to the industry. Should Harley disappear nobody in the motorcycle business will really notice, because almost every competitor now has a Harley-inspired v-twin motorcycle they can sell. Few people realize that most dealers make more money selling jackets and other Harley-Licensed gear/apparel than motorcycles! Harley’s days have been numbered since they let the v-Rod, a motorcycle with a Porsche engine, languish in dealer showrooms – allowing their “customers” to keep them locked-in to aging technology at ever rising prices (they typical Harley prices for over 2x the price of a comparable Japanese produced motorcycle.) Harley should have paid more attention to competitors a long time ago (instead of deriding them as “rice burners”) and a lot less attention to those very loyal – but diminishing in numbers – dealers and end-use customers.
All 3 of these companies, Tribune, Barnes & Noble and Harley-Davidson have great pasts. But the risk is thinking that means anything about the future. Tribune was fatally harmed by adding debt to a company that needed to refocus on new internet markets, then continuing to try to keep the old Success Formula operating. Barnes & Noble is the last prominent brick and mortar book retailer, but there is little reason to think there will be a need for them in just 5 years. And Harley-Davidson every year appeals to a smaller group of buyers in a niche market with aged technology and a tiring brand. In all cases, caveat emptor! (Let the buyer beware!) Before accepting any management forecasts, it would be a good idea to get some external opinions!
