In this paper, we propose a new explanation for the recent increase in CEO pay at US firms. Our explanation, which is based on asymmetric information in financial markets, is motivated by a recent observation made by former DuPont CEO Edward S. Woolard, Jr.: "The main reason (CEO) compensation increases every year is that most boards want their CEO to be in the top half of the CEO peer group, because they think it makes the company look strong. So when Tom, Dick, and Harry receive compensation increases in 2002, I get one too, even if I had a bad year…. (This leads to an) upward spiral"
The authors lay part of the blame on U.S. capital markets and their accompanying short-term focus. The problem for me is one of value. I have no problem with CEO pay being 100 times the average worker for a CEO that provides that much value to the company. What I disagree with is using shareholder money to pay extravagant packages to CEOs who don't perform, or worse yet, are sometimes unethical.
Warren Buffett had some interesting thoughts on CEO pay in his latest letter to shareholders.
I mentioned last year that in my service on 19 corporate boards (not counting Berkshire or other controlled companies), I have been the Typhoid Mary of compensation committees. At only one company was I assigned to comp committee duty, and then I was promptly outvoted on the most crucial decision that
we faced. My ostracism has been peculiar, considering that I certainly haven't lacked experience in setting CEO pay. At Berkshire, after all, I am a one-man compensation committee who determines the salaries and incentives for the CEOs of around 40 significant operating businesses.
How much time does this aspect of my job take? Virtually none. How many CEOs have voluntarily left us for other jobs in our 42-year history? Precisely none.
Berkshire employs many different incentive arrangements, with their terms depending on such elements as the economic potential or capital intensity of a CEO's business. Whatever the compensation arrangement, though, I try to keep it both simple and fair.
When we use incentives – and these can be large – they are always tied to the operating results for which a given CEO has authority. We issue no lottery tickets that carry payoffs unrelated to business performance. If a CEO bats .300, he gets paid for being a .300 hitter, even if circumstances outside of his control cause Berkshire to perform poorly. And if he bats .150, he doesn't get a payoff just because the successes of others have enabled Berkshire to prosper mightily. An example: We now own $61 billion of equities at Berkshire, whose value can easily rise or fall by 10% in a given year. Why in the world should the pay of our operating executives be affected by such $6 billion swings, however important the gain or loss may be for shareholders?
Setting compensation for independently wealthy CEOs who are running the businesses they have built over a lifetime is surely different than doing so for most Fortune 500 companies. Still, Buffett makes some excellent points – most notably that compensation should be simple and fair. You wouldn't open a restaurant and pay someone 500K a year to run it, so why don't shareholders have the same mindset? Or, are they simply powerless to do anything?