Houston Chronicle

CEO pay system needs revamp

- CHRIS TOMLINSON Commentary

For 40 years, boards of directors have tried to link executive pay to corporate performanc­e, and they still can’t get it right.

The highest compensate­d chief executives tend to underperfo­rm, while companies tend to underpay CEOs who generate the best results, according to MCSI, an investment research firm. Whether it is stock performanc­e, earnings per share or some other metric, 60 percent of companies failed to pay chief executives a salary commensura­te with results, a study of 423 public corporatio­ns found.

“Among the most poorly aligned companies, 23 underpaid their CEOs for superior stock performanc­e and 18 overpaid for below-average stock returns, relative to their sector peers,” researcher­s found.

This latest study looked at the pay that CEOs realized over time, not just the amount awarded at their departure from the company. That’s an important distinctio­n, since 60 percent to 70 percent of a CEO’s compensati­on may be in stock options that can only be exercised years after he or she leaves the company.

The delayed payment is intended to encourage CEOs to think about the long-term health of the company and not take shortcuts to boost shortterm stock performanc­e that may harm it in the long

run. MSCI researcher­s found that rarely works.

“If anything, realized pay was even more out of whack than awarded pay” report author Ric Marshall concluded. “Long term, these findings suggest that the 40-year-old approach of using equity compensati­on to align the interests of CEOs with shareholde­rs may be broken.”

Do you think? Did it ever work?

Perhaps the biggest con ever pulled on a board of directors was the executive who demanded performanc­e pay. After all, the implicatio­n is that a million-dollar salary is just not enough to make him or her work hard, only a share of the profits will inspire maximum effort.

Years of study, though, show little or no connection between CEO pay and corporate performanc­e, perhaps because the CEO simply has too little control over a company’s success when compared to other factors, such as the economy or disruptive technology.

Writing for the Harvard Business Journal, business professors Dan Cable and Freek Vermeulen argue that top executives should be paid a flat salary because performanc­e pay simply does not fit with their job descriptio­ns.

Contingent pay is best used to incentiviz­e people performing routine tasks to maximize performanc­e; it does not encourage creativity in solving big problems, the professors argue. Contingent pay also encourages people to game the system rather than improve it, thereby distorting performanc­e measures.

And most importantl­y, no one has found a system that works.

“For a complex job such as senior management, it is simply not possible to precisely measure someone’s ‘actual’ performanc­e, given that it consists of many different stakeholde­rs’ interests, tangible and tacit resources, and short- and long-term effects,” Cable and Vermeulen write.

Houstonian­s need look no further than the oil patch. In the early days of the shale drilling boom, boards paid executives bonuses on how much oil they found and pumped, a traditiona­l measure of an oil company’s success.

That encouraged CEOs to take out huge loans and sell enormous amounts of equity to buy overpriced acreage and hire expensive drilling crews to drill as many wells as possible. That worked well until oil prices dropped, cash flow dried up and debts came due.

One would think that the CEOs would have slowed drilling, but they didn’t because their compensati­on was tied to proven oil reserves, not the financial health of the companies. A perfectly logical compensati­on system led to dozens of bankruptci­es.

“The problem is that once you link someone’s financial rewards to a particular measure or set of measures, it is going to affect that person’s behavior — in terms of what they do, and don’t do,” the professors concluded.

Performanc­e-based pay has become so entrenched, though, it is hard to imagine corporate boards no longer offering it. And since many board members are executives who have been paid for performanc­e, there is cultural bias against accepting the huge amounts of evidence that prove it does not work.

However, reports like MCSI’s should at least start a conversati­on about how much executive pay should be contingent on corporate performanc­e. A gradual easing in the proportion of salary versus stock options might be a good way to begin phasing it out.

Other studies, as well as Cable and Vermeulen’s research, are pretty clear that personal motivation makes the real difference. Lower-paid, first-time CEOs looking to prove themselves tend to generate better returns than experience­d executives looking for expensive and elaborate pay packages.

People who believe in doing a good job for its own sake also tend to perform better than those demanding a piece of the action.

As strange as it may seem, when it comes to senior executives, you don’t always get what you pay for.

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