Reform is elusive target on compensation issue

  • Article by: JOHN J. OSLUND , Star Tribune
  • Updated: May 17, 2003 - 11:00 PM

The Star Tribune has been surveying executive pay since the early 1970s. The Wall Street Journal, BusinessWeek and other national media also have made executive pay features a staple of their publications for decades.

But never has the issue received more public scrutiny than in the past 18 months. Corporate scandals such as those at Enron and Worldcom exposed the greed and audacity of top executives at those companies.

Bear markets have eroded savings and pension plans, prompting employees, shareholders, union leaders and politicians to join the chorus of those calling for CEOs to feel the pain, as well.

But time has shown that executive compensation has a virus-like ability to adapt and overpower even the most powerful regulatory vaccines.

For example, very few executive salaries exceed $1 million. Our list of the 100 highest-paid Minnesota CEOs shows that only six get salaries of $1 million or more. Yet 45 received total compensation exceeding $1 million. Gains from options, awards of restricted stock and other types of compensation account for the difference.

In an earlier era, big CEO salaries -- also known as "cash compensation" --became the focus of public outrage. So much so that in 1993, Congress declared salary payments exceeding $1 million to be non-tax exempt as a corporate business expense.

At that time, stock options were thought to be a better way to align the interests of executives with shareholders. As a result, options were doled out in copious quantities.

Then the 1990s bull market came along, delivering CEOs unprecedented windfalls. Some Minnesota CEOs received tens of millions in gains from options in the 1990s while across the country, some CEO pay packages soared to more than $100 million.

As long as the stock markets contined to climb, these CEO windfalls may have raised eyebrows but they did not arouse significant opposition. After all, shareholders were getting rich, too. But the market bubble burst in 2000.

In the ensuing months, corporate scandals came to light that have dramatically illustrated how incentives such as stock options that are tied solely to a company's stock price can be fatal in the hands of an unscrupulous management.

These facts beg the question: Can this cycle of outrage, reform and unintended consequences about executive compensation ever be broken?

"I don't think so," said Karen Schnatterly, an assistant professor of strategic management and organization at the University of Minnesota's Carlson School of Management.

"These numbers will go up slowly in times of economic concern and rapidly in times of economic dynamism," said Schnatterly, who specializes in corporate governance. "Memories are short."

Of the reforms adopted by the stock exchanges and mandated by the Sarbanes Oxley Act, she said, "many of those will help . . . but ways around them will be rapidly discovered."

Attorney Stout is a bit more optimistic.

"The media and politicians have talked about [executive compensation] for years," he said. "But they don't make the decisions."

CEOs themselves, compensation consultants and board members make the decisions, Stout said, "and there is clearly more pressure on them. You can't be sure of it from the numbers, but the people who you would like to see discussing it are actually discussing it."

The support being given to reform proposals, such as those at U.S. Bancorp, suggests that professional money managers want to see real change.

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