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- <text id=91TT0802>
- <title>
- Apr. 15, 1991: How's Your Pay?
- </title>
- <history>
- TIME--The Weekly Newsmagazine--1991
- Apr. 15, 1991 Saddam's Latest Victims
- </history>
- <article>
- <source>Time Magazine</source>
- <hdr>
- BUSINESS, Page 40
- How's Your Pay?
- </hdr><body>
- <p>"Probably munificent--and nearly risk-free--if you're a U.S.
- chief executive. While a few companies reward the boss sensibly,
- many enrich him regardless of results. For many workers, the
- opposite trend is taking hold: compensation tied to performance.
- If it makes sense for the troops--and it often does--then
- why not at the top?"
- </p>
- <p>-- CEOs: No Pain, Just Gain
- </p>
- <p>By Janice Castro--Reported by Thomas McCarroll/New York
- </p>
- <p> No wonder they say it's lonely at the top. Down here in
- the real world, as the country struggles to climb out of
- recession, profits are flat at most companies. Unemployment
- jumped to 6.8% last month (it was only 5.2% last June), and
- thousands more workers face layoffs. Most people lucky enough
- to get raises last year had to be content with 5% or less.
- </p>
- <p> But few are pinching pennies up in the executive suite. As
- corporations begin to release their proxy statements and annual
- reports for 1990, many stockholders are getting steamed up
- reading about the fat raises and other payments their chief
- executives raked in. Already making 160 times what average
- blue-collar employees receive, chiefs of America's largest
- companies garnered pay hikes last year of 12% to 15% as the
- economy nose-dived. Some CEO pay packages are so large, says
- Stephen O'Byrne, a compensation expert at the consulting firm
- Towers Perrin, that they "represent investment decisions on the
- order of building a plant."
- </p>
- <p> At a time when millions of American workers are being
- asked to share the risks in pay-for-performance schemes--earning more when sales and profits rise and less when they do
- not--economists and shareholders are beginning to ask why the
- boss should be immune to reality. Says Dale Hanson, chief
- executive of the California Public Employees Retirement System,
- one of the largest U.S. pension-fund managers: "Our CEOs are
- being treated like phar aohs. Shareholders are beginning to
- question who's minding the store."
- </p>
- <p> Experts who study executive compensation say it's about
- time somebody asked those questions. CEO pay has been growing
- faster than sales and profits for years. The chiefs of the 200
- largest U.S. companies received an average of $2.8 million in
- 1989, before those 1990 raises were handed out. Their
- counterparts in Canada, Europe and Japan made less than half as
- much, sometimes while beating the pants off them in the
- marketplace. Studies indicate that most American CEOs seem able
- to demand raises at will, regardless of how good or bad a job
- they do. In many cases they get raises just because a
- counterpart at another firm did. Says Donald Hambrick, professor
- of management and organization at Columbia University's Graduate
- School of Business: "They end up trying to outdo one another.
- So what you get is a circle of CEOs who propel one another's pay
- upward."
- </p>
- <p> Blowing it by the board of directors is usually pretty
- easy. Often enough, bosses who get big raises return the favor
- by handing out higher fees and benefits to the board. Says
- Graef Crystal, a professor at the Haas School of Business at the
- University of California, Berkeley: "Wherever you find highly
- paid CEOs, you'll find highly paid directors. It's no accident."
- At Coca-Cola, CEO Roberto Goizueta earned $10.6 million in
- salary and stock in 1989, more than three times the average for
- CEOs of the 200 largest U.S. firms (his 1990 compensation: $11.2
- million). His board members earned $75,000 in cash and benefits,
- a solid 70% above the $44,000 average. At ITT, chairman Rand
- Araskog earned $6.4 million in 1989, more than twice the average
- (his 1990 pay was $11.1 million), while his directors were paid
- $75,400.
- </p>
- <p> Hanson's $60 billion pension fund is one of many large
- institutional shareholders that are vigorously challenging the
- way CEOs are compensated. Last November Hanson's group filed
- shareholder petitions demanding that ITT and W.R. Grace change
- their bylaws to increase the independence of the committees
- charged with setting compensation for the companies' chiefs.
- </p>
- <p> Directors may lack the gumption to cut salaries and cash
- bonuses, but the luxuriant stock grants they hand out to top
- executives should provide strong incentives to improve a
- company's health. Sometimes it works. Walt Disney CEO Michael
- Eisner, for example, has become one of the world's highest paid
- executives partly through massive stock options. As Disney's
- share price has risen, from a split-adjusted value of $14 in
- 1984, when Eisner took over, to $120.75 recently, Eisner's
- wealth has exploded. But with stock appreciation like that, you
- won't hear many shareholders complaining.
- </p>
- <p> The belief that stock incentives will inspire CEOs to
- drive companies to greater heights is widely held. Stock awards
- to CEOs fall into three broad categories. Stock options give
- the executive the right to buy shares at some future date for
- a fixed price, generally the share price on the day the stock is
- granted. Restricted stock is free and can be collected after the
- CEO stays in office for a certain period of time, typically five
- years, regardless of his results. Performance shares are similar
- to restricted stock, but the awards are linked to how well the
- company does rather than how long the CEO survives in power.
- </p>
- <p> Unfortunately, recent evidence shows that these incentives
- generally don't work. Laudable in theory, their effect in
- practice is just the opposite of what's intended. Berkeley's
- Crystal, a top compensation consultant, has done a complex
- computer analysis of these stock grants. In 1989 the average
- annual return on investment at 38 large companies offering all
- three types of stock awards (including Bristol-Myers, Sara Lee,
- Unisys and Allied Signal) was 11.3%. But at 215 companies that
- offered only two kinds of treats (including Morgan Stanley and
- Paramount), the return was 12.7%, and firms offering only one
- (Disney and United Airlines) yielded 14.2%. Companies that
- offered none of these so-called incentives (Reebok and Leslie
- Fay) enjoyed the highest returns of all: 15.6%.
- </p>
- <p> What went wrong? Many of these plans have no downside.
- Most people would agree that American Airlines chairman Robert
- Crandall has done a terrific job of building his carrier. He was
- awarded 355,000 shares of restricted stock in 1988, with a
- market value at the time of $33.50 per share (total value: $11.9
- million). He will get the stock for free if he is still in
- office in 1996. But the board thinks so highly of him that it
- removed any hint of incentive from the award: if the stock price
- goes down, American will write Crandall a check to make up the
- difference.
- </p>
- <p> The worst part about making a ton of money, of course, is
- that you have to pay taxes on it. But some boards try to
- cushion the blow of massive compensation by handing out extra
- checks to cover the taxes. In 1989 the Coca-Cola board awarded
- a large block of stock to chairman Goizueta, plus a check for
- the amount owed in taxes. At Georgia Pacific, the board went one
- step further. After all, T. Marshall Hahn Jr. would also have
- to pay taxes on his consolation check, so the board cut him
- another check to cover the tax on the tax.
- </p>
- <p> As institutional investors and other large stakeholders
- begin to kick up a fuss about compensation extremes, more
- companies may look for a better way. At Disney, Eisner's base
- salary is $750,000, well below average. It has not increased
- since 1984, and will not rise during the employment contract
- that takes him to 1998--an extraordinary arrangement. His
- bonus, if any, is a proportion of profits above a certain level.
- The deal earned him $11.2 million in 1990. Or consider the new
- plan in place at Becton Dickinson, the New Jersey pharmaceutical
- firm. CEO Raymond Gilmartin last May received a stock grant of
- 30,000 shares at $63.13 apiece. But Gilmartin will make money
- only if Becton Dickinson's stock outperforms the Standard &
- Poor's 500 index. That's an unusually stringent condition, but
- it reflects the uncontroversial belief that outperforming the
- market is the ultimate test of managerial skill.
- </p>
- <p> Could a modestly paid CEO possibly be any good?
- Conventional boardroom thinkers would scoff. Yet chief
- executives who make well below the average often turn in stellar
- results. In Charlotte, N.C., Nucor CEO F. Kenneth Iverson takes
- perverse pride in being one of the lowest paid chiefs of a
- FORTUNE 500 company. Iverson made about $525,000 in cash, bonus
- and stocks last year as head of America's seventh largest steel
- company. He gets no perks: no annuities, no company jet, no car,
- not even a personal parking spot. He eats his lunch most days
- at Phil's, a deli in the local mall. Nucor has been profitable
- for 25 years and has not laid off an employee since 1971. Maybe
- Iverson is underpaid. Certainly a growing number of shareholders
- in other firms would say that a lot of higher-paid CEOs, many
- of them laying off workers and watching the stock sag, are just
- blowing one past the board.
- </p>
-
- </body></article>
- </text>
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