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Jim Citrin Leadership by Example

Jim Citrin, Leadership by Example

A First Step Toward Taming Executive Compensation

by Jim Citrin

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Posted on Monday, April 28, 2008, 12:00AM

Pop quiz: If you were to select one course of action to improve executive compensation practices, would you choose:

A) Track and publish ratios of compensation between the CEO and the lowest-level and average employees.

B) Mandate broader disclosure in proxy statements of compensation awards beyond the top 5 corporate officers to the top 10 or 20 executives.

C) Institute a "just say no" style advertising campaign, targeting CEOs and board compensation committees to recognize that basic tenets of common sense and fairness should govern executive compensation.

D) Establish a more progressive tax scheme focusing on increasing taxes for the top 0.1 percent of earners.

E) Eliminate accelerated vesting of stock options, restricted stock, and other long-term rewards in the case that a CEO is terminated without cause.

My choice is E. Here's why.

CEO Compensation Basics

One of the most infuriating things to shareholders and the public is when a CEO is fired for poor performance (a.k.a. "without cause") and receives millions or tens of millions of dollars of compensation as a settlement. This practice goes fundamentally against the culture of meritocracy that lies at the root of the free market system.

The seeds of those large payments made to CEOs when they're terminated are often planted when a board enters into an employment agreement with a new CEO. A CEO appointment is a high-stakes, high-pressure situation. When a board determines that it's found a candidate to lead the company forward, whether through internal promotion or external recruitment, the next step is to negotiate an employment agreement.

The negotiation is governed by a balance of power. When an orderly succession happens with an internal promotion the company tends to have more power, and there's momentum for compensation to be set based on existing practices. However, if a proven and well-known prospective CEO is brought into a difficult company situation, the executive tends to have greater leverage. These executives will typically retain one of a small number of specialized CEO employment attorneys whose job it is to fight to secure all they can get for their clients, basing their demands on what's standard in the market.

Rewarded for Failure?

But just because something's been done a certain way for a long time doesn't mean it's right. Just this week, I got into a heated argument with a prominent employment attorney representing a CEO candidate in my firm. In negotiating the terms of a draft employment agreement, the attorney said, "On the equity, as is customary and standard, we expect accelerated vesting in the case of termination without cause or for good reason."

I replied, "Well, this offer is based on a pay-for-performance philosophy. Accelerated vesting isn't what's being put forth here." I recognize that accelerated vesting has been done in many CEO agreements in the past, but I don't believe that the CEO should benefit by accelerating the vesting of equity awards beyond an already fair severance if he's terminated for poor performance, which is usually the reason for termination without cause.

The attorney counter-argued that the executive was leaving a perfectly fine job to risk taking a role at a new company where the equity compensation is a primary motivation, and should therefore be protected. Maybe so, but 1) It's unfair to have all the downside protected while leaving all the upside of the equity, and 2) It's greedy at a time when there's a growing income disparity around the world to be richly rewarded for failing.

Sounds Good on Paper

We have yet to come to an agreement, but I believe it's not only unfair and inappropriate for a CEO to be awarded accelerated vesting in the case of termination without cause, it's not even in the executive's interest. To me, leadership by example means holding yourself to the same -- or higher -- standards than you expect of others.

Sure, the CEO might make a lot of money if his employment agreement mandates a big payout in spite of sub-par performance. However, the cost for accepting that is both the antipathy of the employees left behind to clean up the mess and a tarnished reputation. I've seen executives at the peak of their careers awarded a large payout that was contractually due them only to see their reputations damaged beyond repair. Not to mention the issue of self-respect: How could you look at yourself in the mirror after being richly awarded for failure, while others for whom you were responsible suffer?

So my strong advice to this current CEO candidate is to reject his attorney's counsel to push for acceleration of vesting of equity on termination without cause.

Preemptive Pay Discussion

While it's helpful for a board's compensation committee and the executive to remain steadfast on the core principle of pay for performance, an even better solution is to preempt the issue by moving it from the negotiation further upstream in the process. This is what was done recently by one of the more thoughtful boards I've worked with.

The company is a global, multibillion dollar market leader, and we led the search for their new CEO. We developed a slate of five external and two internal candidates. Toward the end of each candidate's interview, the lead director said, "We believe we have entered a new era of how the world thinks about CEO compensation. The board is interested in your personal philosophy about executive compensation."

This unleashed a wide-ranging discussion that illuminated the candidates' values, leadership philosophies, and degree of alignment with the board's views. Two of the candidates eliminated themselves from the process on this issue by arguing that a CEO needs to be compensated the same way as the top player on a sports team or the star of a big-budget movie, with downside protection if the team doesn't reach the playoffs or if the film doesn't open big. The other five candidates articulated a pay-for-performance philosophy.

A few weeks later, when the inevitable short strokes of the negotiation ensued with the selected candidate, we were able to shut down the possibility of even considering acceleration of equity in the case of termination without cause. The executive bought into this point, the deal successfully closed, and the CEO is off to a great start in his new role.

A Changing Landscape

Just to see how the experts I trust most think about this issue, I checked with the leading U.S. CEO employment attorney, who's successfully represented over 45 CEOs in their contracts, and a leading compensation consultant who has the leading market share of CEO employment compensation deals. Both (who asked to remain anonymous) confirmed that while acceleration had been standard, it's no longer best practice.

They also pointed out that there are important nuances to take into account. For example, if an equity grant is used to make up for an executive's earned equity position in the company he or she is leaving, it can be treated differently than new grants; the former is appropriate to vest in termination without cause, since it would've been earned had the executive stayed with their previous employer. Or, if a new CEO is close to retirement and had many years already earned in a pension plan in the previous company, accelerated vesting into the new plan -- or equity to match that amount -- is often appropriate.

In the case of private equity, where common practice is to award all the equity up front (versus annual or ongoing grants, which are more typical of public companies), a compromise -- especially for a "superstar" CEO -- is to get an extra year of vesting rather than full acceleration in the case of termination without cause. "We push to have no accelerated vesting in our plans today," the compensation consultant said. The attorney added, "The design of the plans is changing each year, but the trend is definitely to less and less acceleration, which I think is a good thing."

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98 Comments

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  • Yahoo! Finance User - Friday, May 2, 2008, 5:56PM ET  Report Abuse

    • Overall: 4/5

    Wow, where did this come from? Good article.

  • Yahoo! Finance User - Friday, May 2, 2008, 5:05PM ET  Report Abuse

    • Overall: 5/5

    I do not see anything in this article stating CEO's should make an "average" salary. What article are the low rater's reading? If the average worker makes $60K and the CEO made $2M a year. I would say that is well above average. However, most CEO's in this situation make $20M a year. I agree with this post that called this skimming. CEO's and other executives are stealing company profits or cash flow where there are no profits, which impacts shareholders and average employees. Obviously, this is approved by the board of directors, who just happen to be CEO's of other companies. Could Americans stop buying products from American companies as some idiot sugguested? I guess that is possible but the only real impact on this would be the loss of lower level jobs. The chiefs will still get enough money to last them and their family a few generations no matter what happens to the companies. However, the average worker will not get a severance package that pays them a lifetime salary. Stock holders could control this by not investing in American companies. However, who are the largest stock holders? Hmmm, the ultra rich CEO's. Without a doubt Hollywood and Sports stars are also way overpaid. We could control this by not allowing ourselves any entertainment but that is not likely to happen.

  • Football Fan - Thursday, May 1, 2008, 6:04PM ET  Report Abuse

    • Overall: 4/5

    Finally, it is about time people start looking into overall greed in this country. Too many highly paid executives are making millions, but at the expense of the workers. People who say they don't care, should, because the large salaries, bonuses, and perks equates to less money that is available for raises to the workers on down the latter in corporations. I also am very concerned about our up coming elections. Our pick for President is not very good and it concerns me that this is the best America has to offer? I don't care about Republican or Democrat, it is how they will lead our country back where it should be. If you really want to make a difference, let's clean up congress. These people are the ones who really control our government and if the same people are in office term after term after term, they become complacent and I believe they forget who placed them there. It is time for a major overhaul of our congress and to elect people who are actively seeking to make our country great again. We need a congress who is working hard for the American worker, not big business or special interest groups. Elected officials need to forget about the perks and playing golf on government time. Go to work just as the average US worker does and put into action all of these great things that you mentioned while running for office. America needs a change, so people, get out and vote. Choose your canididate that you would like to have on your team, not by political lines, but who is the VERY BEST employee for your government.

  • Yahoo! Finance User - Thursday, May 1, 2008, 10:53AM ET  Report Abuse

    • Overall: 4/5

    I believe that A-F all would have merit. But what I really like to understand is how the country can continue with out manufacturing (making things) if a CEO is given a bonus for sending things off shore to gain profit and eliminating good paying jobs then I question their morals as a person. Is it true that the government provides tax breaks to companies sending business off shore? If this is true then I also blame the Senate and Congress for destroying this country. I realize politicans don't like to talk or bring up things that they don't already have the answers but job loss must be addressed. I don't agree that labor is that much differnce for a few reasons American prodectivity is the best in the world and the cost of shipping products and repairing things that don't work from off shore suppliers all have a cost. What is the real off set of labor or is it the tax breaks that make it so attractive. I laso realize that health care is has run a muck in America The question and answer I seek is can this be stopped and can jobs come back to this country or is it to late? and if it is to late please explain why that is. General fixes: Save Social Security wind fall tax on Oil companies into SS a law that you can't touch SS and if you want to fix it quick place all goverment employees paying back into SS. We in the general public pay hteir salies and they have it better than the people paying for it this is nuts. Senate and congress also have a golden parachute their included. Jobs: Remove all and any tax breaks for doing business off shore. Now if a company can do better off shore then it is capatialization working. Health care: Insurance companies, doctors, Hosptials all point the finger no more "socialize" the whole dam thing.

  • Yahoo! Finance User - Thursday, May 1, 2008, 9:30AM ET  Report Abuse

    • Overall: 1/5

    I'd like to know the ratio of your salary to the minimum wage. This whole exercise is silly. Per Thomas Sowell, if the people deciding are the people paying, there's nothing to fix. So the shareholders are the ones who pay these guys, and it's their money on the line. So I don't get why people should even care. To use another analogy, my neighbor spends too much to get her hair done. I shake my head, but it's none of my business; maybe she's getting value for money, but that's her decision, not mine.

  • New World Investor - Michael Murphy - Thursday, May 1, 2008, 1:26AM ET  Report Abuse

    • Overall: 1/5

    Terminating WITH cause - no acceleration, no bonus. Poor performance IS a cause for termination, Jim. You are advocating nothing for terminating WITHOUT cause - in other words, someone from the Board walks in and says: "We've just decided we don't like you, you;re fired." The CEO should get everything they negotiated. The basic flaw in this article is the statement: "Poor performance...is usually the reason for termination without cause." Jim, poor performance IS cause...probably the most important factor from the shareholder and employee point of view. So let the Board have the guts to call it what it is, fire for cause and put it out there for the world to see, and don't give the loser anything. But termination without any REAL cause? That's a slippery slope.

  • Yahoo! Finance User - Wednesday, April 30, 2008, 10:54PM ET  Report Abuse

    • Overall: 1/5

    If you want to lower executive salaries, DON'T BUY STOCK IN THEIR COMPANY!! Also, who cares how much an executive make a year? I own stock in companies and work for a companies in which the CEOs make more in a year than I will make in a lifetime. Does that bother me? No, because: 1) I'm a capitalist (unlike the author of this article). 2) Owning those stocks has made me good money over the years. Therefore, I believe the executives salaries are warranted. If Mr. Citrin wants to society in which salaries are controled and regulated I would he move south to Cuba or maybe even Venezuela. I here the weather is beautiful there this time of year.

  • Yahoo! Finance User - Wednesday, April 30, 2008, 9:32PM ET  Report Abuse

    • Overall: 5/5

    we could shore up social security for the next 100 years by slashing executive salaries, not to mention the golden parachutes for retirement. too bad america promotes "getting ahead" for it's executives while the ceo sticks it to his own people (company worker bees) to make himself/herself look good on Wall St. Reminds me of the family that invites company for dinner, but before the guests arrive they have to hide "little johnny" in the basement until their company leaves. what a great country.

  • jim - Wednesday, April 30, 2008, 6:16PM ET  Report Abuse

    • Overall: 3/5

    I want to know when excessive CEO pay will be called what it is--Skimming! Because they can, these guys are taking the profits which could and should go to investors as dividends or should be used to improve the company! No Manager, which is what a CEO actually is, is worth multimillions EACH year! And don't forget about so called stock buy-backs. This is too often only used to buy back the 'free' stock issued to the top management/board of directors each year.

  • Yahoo! Finance User - Wednesday, April 30, 2008, 5:57PM ET  Report Abuse

    • Overall: 5/5

    All the Above Psychology 101 teaches that money is not the prime motivator. Then why is there a disconnect with CEO's and the upper echelon regarding their compensation. A more simple analogy is "offer a child candy...and they will take it". The bottom line: Compenssation should be based on the potential benefit to shareholders. If shareholders do not benefit; the CEO is not rewarded. This era of excessive compensaton needs to end. My solution: The shareholders need to have the authority to sieze the assets of any CEO that is unethical or commits any white-collar crime. "Money" talks, CEO's "listen"

  • where&#39;s the service, man! - Wednesday, April 30, 2008, 5:34PM ET  Report Abuse

    • Overall: 2/5

    It's exactly why the dollar is worthless today... everthing is built overseas! Greed is the root of all evil. How much is enough? Large corporations are destroying this country... and you guys (CEO's) think your smarter than the average worker. Dude, what crack pipe are you smoking? Most of the consumers want things quick at the cheapest price...look how busy Walmart is these days. If things were not made overseas at low prices, we'd all be paying Saks prices. Everybody wants to make $100K year and pay minimum wage for goods and services; something has to give. Taking away $25M bonuses ain't gonna do much. This is liberal democrat spin, just like the gas price fiasco. The oil companies do not set the price on the barrel of oil, the market and the cartels do. People need to really study economics and how it all works. Too much talking out of the lower end creates chaos.

  • DAVID - Wednesday, April 30, 2008, 3:54PM ET  Report Abuse

    • Overall: 5/5

    I only neede to read the title to give this a 5-star rating.

  • Yahoo! Finance User - Wednesday, April 30, 2008, 3:34PM ET  Report Abuse

    • Overall: 4/5

    CEO compensation in the US has been entirely out of sync with economic reality for years. Compare that with most large European corpoprations. The problem is that when you make billionaires out of average executives everyone else wants to be compensated at similarly unrealistic rates. Why stockholders and labor have put up with this is a mystery but it's about to change.

  • Eric J - Wednesday, April 30, 2008, 3:22PM ET  Report Abuse

    • Overall: 1/5

    It is nobody's business. But if you want regulate CEOs, why not go after politicians who get paid too much for speeches, Over rated actors and athletes. Right Kermit!!

  • Yahoo! Finance User - Wednesday, April 30, 2008, 3:15PM ET  Report Abuse

    • Overall: 4/5

    We may not be able to do much about the compensation issue, but those executives must know that a big price will be paid when they stand accountable for their "greed" before God.

  • John - Wednesday, April 30, 2008, 2:08PM ET  Report Abuse

    • Overall: 1/5

    I'm inclined to say "all of the above".The so-called fix of eliminating accelerated vesting in the first instance tackles only a small subset of the larger issue and secondly greatly overestimates the power of moral thinking and acting with integrity. Let's face it, there isn't a strong history of either in capitalism, and I say that with all due affection. It's an imperfect system, and the "tragedy of the commons" is a tale that centuries old. Beggar-thy-neighbor as a mode of operation is at the heart of capitalism, responsible for it's great successes and it's abject failures. How would such a system be regulated in the first instance? Relying on one's moral compass to do the right thing when one is fired for incompetence isn't going to fix the issue. Also, this does NOTHING to address where poor performers aren't let go but still grossly overcompensated.

  • Kermit - Wednesday, April 30, 2008, 1:39PM ET  Report Abuse

    • Overall: 1/5

    It is nobody's business. But if you want regulate CEOs, why not go after politicianswho get paid too much for speeches, Over rated actors and athletes

  • Alphanso - Wednesday, April 30, 2008, 1:35PM ET  Report Abuse

    • Overall: 5/5

    a well written article and I think we are heading in the right direction.

  • Da Big Guy - Wednesday, April 30, 2008, 9:36AM ET  Report Abuse

    • Overall: 3/5

    Thank God we don't compensate the Chief Executive of this country the way we do Corporate CEO's. I'm also appreciative of the two term mandatory retirement!

  • JOED - Wednesday, April 30, 2008, 7:21AM ET  Report Abuse

    • Overall: 3/5

    It's exactly why the dollar is worthless today... everthing is built overseas! Greed is the root of all evil. How much is enough? Large corporations are destroying this country... and you guys (CEO's) think your smarter than the average worker.

  • Juanita F - Tuesday, April 29, 2008, 8:23PM ET  Report Abuse

    • Overall: 3/5

    I personally are looking at my airline going into bankrupcy over executive compensation. Labor groups have decided the tides have turned and it is their turn to have a piece of the pie that top mangement has been getting for several years now. As bad as that sounds for my pension and job it is what needs to happen with many many companies for someone to see that the worker bees are not going to take this inequity any longer. There is a great imbalance that needs attention and if suffering is what it takes, I am all in!

  • Yahoo! Finance User - Tuesday, April 29, 2008, 7:30PM ET  Report Abuse

    • Overall: 1/5

    I vote for an extremely progressive tax - with no allowable deductions for any reason. It is simple, easy to execute and achieves the purpose of providing adequate compensation for actual effort expended. The real problem with the current system is that no-one is worth what executives are paid in the U.S. If they are the owners of the company then they are putting their assets at risk, they therefore deserve a higher return or no return at all. I have no problem with Bill Gates or Warren buffet making and keeping their money. On the other hand If they are hired executives then they are putting nothing at risk and deserve an adequate salary, period. We have somehow as investors been tricked into thinking that one executive is somehow thousands of times better than another. After thirty years in corporations and business this concept is laughable. An executive might be a little better than the average manager or on the outside twice as good. I have never seen anyone that was much better. Most executives are chosen because of their relationships, not their ability. Most fail given enough time, costing the shareholders real money (e.g. Enron, Tyco, Global Crossings). Most of the hot shot executives are only good for the next quarter, and are the real reason why long term investments are becoming so dangerous. There is a direct correlation between executive salaries and the rise of explosive bubbles in the US economy over the last 20 years. So, lets just tax everything they make and save everyone a big headache.

  • Yahoo! Finance User - Tuesday, April 29, 2008, 7:11PM ET  Report Abuse

    • Overall: 5/5

    If we cut back compensation to these guys, Who will buy expensive yatchs or airplanes and big houses. Building these things keeps lots of low wag workers busy. I am all for letting the CEOs have their compensation and eat it to. We need to protect the rich in America so they can give the rest of the country jobs. Ceo need their paychecks also.

  • Yahoo! Finance User - Tuesday, April 29, 2008, 6:12PM ET  Report Abuse

    • Overall: 3/5

    I agree that executive compensation should be performance based, and accelerated vesting or the like should not be offered for poor performance. However, i believe the outcry over CEO compensation has gone too far. Much like professional athletes, CEO's have trained and prepared for these roles for most of their lives through extensive schooling and on the job performance for many, many years prior to being offered a role to lead a company. With that role comes responsibilty for not only the future success of the company, but also investor equity and the financial security a successful well run company offers to the many falmiles that depend on a paycheck every week. The lives, equity and future of the american economy as a whole rests on the shoulders of these individuals and teams they build. If an athlete or movie star can get paid 10, 20M or more per movie or season and there is no public outcry, then i should think someone who has worked their whole life to take on the role and responsibility such as CEO is certianly due compensation on par with the likes of... A-rod! if a-rod fails, then the worst that happens is the yankees dont make the palyoffs or if a tom cruise movie bombs... which they surely have..i dont see anyone withholding future payment for the next film or jobs and families well being at stake if they shoudl fail. Oviously the person who commented below has never had responsibility for anything more than a mop and bucket.

  • Yahoo! Finance User - Tuesday, April 29, 2008, 6:12PM ET  Report Abuse

    • Overall: 3/5

    Here's an idea... Normally I'm not for high taxes and I think the government should take less of a role in regulating things. However, when it comes to these jokers that are FAR overpaid for what they do (CEO's, the ilk of Hollywood, sports figures, etc), I say we tax the heck out of them. Any income of any kind that is earned over the $1 million per year point should be taxed at 90%. That will put an end to all of this garbage once and for all. Anyone who says they can't live on that should be taken out back and shot (figuratively speaking). I know of very few decent, truly hard working people who make more than that. Most of those who do, don't deserve it... it's that simple.

  • JPEG - Tuesday, April 29, 2008, 5:52PM ET  Report Abuse

    • Overall: 1/5

    As CEO of JPEG Enterprises LLC, I have decided to give myself less and hold myself to higher standards. Why? Because I'm such a great guy. ha ha ha... oh, that's funny! Break time's over, get back to work!

  • Yahoo! Finance User - Tuesday, April 29, 2008, 5:12PM ET  Report Abuse

    • Overall: 4/5

    I have a novel idea. Lets outsource the CEO position. I am sure we can find someone in some other country that could do just as crappy a job as an american CEO but charge only 1/5th the price. This greedy ass scumbag low life douchbags are abrogating all our careres here in the US by sending work overseas. maybe it's time the shareholders do the same. Either that or two bullets to the head. I can go either way.

  • looneytarian - Tuesday, April 29, 2008, 4:43PM ET  Report Abuse

    • Overall: 4/5

    Most of the one star posters totally missed the point. First, the article said nothing about bringing in gvmt regulation. Second, those who are trying to negatively compare this to star athletes are highlighting the point of the article. Third, the article is NOT saying that CEOs shouldn't get good or great compensation or they derserve high pay because of the risk they take. No point in trying to rebut number one since those idiots obviously didn't read the article. As far as number two, I have long disdained professional sports since the industry started paying multimillion salaries to players regardless of their performance. All that did was to drive up the price of tickets to where going to a sports event becomes a rare occasion for the regular joe. Thirdly, I am going to argue the point about CEOs getting high pay to offset risk. What risk? Anyone qualified to be a CEO and that has experience has already made a knot of money. Unless they have totally mismanged their personal affairs, any one of them has probably already made enough to live in high style for the rest of their lives. The CEOs are not the ones taking the risk, the company and the share holders are. To sum it up, if a CEO is going to claim millioms for their services, then it should be tied directly to the growth of the company. Give them a predetermined base salary and then pay fair bonuses determined by the REAL growth of the company, not based on manipulated paper figures. Pro atletes should get paid the same way. The difference between sports and companies is that the public actually has greater control over what happens in sports. Athletes get overpaid those bucks because people pay to see them, regardless of cost, such is the worship of sports in the US. I guess that pretty much holds true of any business, except the public has very little say about who heads up a company as long as it offers products they want to buy.

  • Reality Check - Tuesday, April 29, 2008, 4:36PM ET  Report Abuse

    • Overall: 4/5

    One responder hit the nail on the head: BODs (CEOs from various other companies) set CEO compensations with the expectation they will be taken care of in due turn. Today, CEO compensation is like the tax code. The more convoluted they can make it, the harder it is to figure how sweet a deal is being handed out. Like the attorney said, let's treat CEO compensation like an upper level athlete-an NFL player. You sign on, grab your signing bonus and if you don't perform, you're cut. No severence package. Nothing. You didn't do the job we hired you to do...syonara, just like everyone else. Good luck signing on with someone else. And take it one more step. Sign a CEO for 3, 4, 5 or more years, not life. If they've done a good job, re-sign them. Or in the case of Home Depot...execute him (sorry, it's just a business decision).

  • Yahoo! Finance User - Tuesday, April 29, 2008, 4:16PM ET  Report Abuse

    • Overall: 5/5

    A well informed piece on a contentious topic. I have to agree with other posters who have advocated for all of the above.

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