CEO Compensation

[Paul_D_North_Jr]

Except that - he's dead now. 

The subject of that little exercise and tabulation - Bruce Wasserstein - died of heart disease this past October 14, 2009 - see: http://online.wsj.com/article/SB125555000403285585.html  And it's till true that "You can't take it with you".

Is there a railroad connection with Mr. Wasserstein that I'm missing ?  I'd be more interested in seeing such a report on a railroad CEO. 

- Paul North.

[schlimm]

Paul_D_North_Jr

And it's till true that "You can't take it with you".

 

Perhaps an exception was made in Mr. W's case!

Paul_D_North_Jr

Is there a railroad connection with Mr. Wasserstein that I'm missing ?

   None.  Just that he was one of the highest paid CEOs in 2008.  One could say he went out with a bang.

Paul_D_North_Jr

I'd be more interested in seeing such a report on a railroad CEO. 

    OK!   You'll note that in this case the AFL calc. puts a lower valuation on stock and option awards.

James R. Young, CEO, Union Pacific Corporation 

                                                                   2008

SEC Total	AFL-CIO Total*
Salary	$1,141,667	Salary	$1,141,667
Bonus	$3,000,000	Bonus	$3,000,000
Vested Stock Awards	$4,439,013	Grant Date Fair Value of Stock and Option Awards	$7,500,176
Vested Option Awards	$4,173,760
Non-Equity Incentive Plan Compensation	$0	Non-Equity Incentive Plan Compensation	$0
Change in Pension Value and Non-Qualified Deferred Compensation Earnings	$4,538,368	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	$4,538,368
All Others	$135,404	All Others	$135,404
SEC Total	$17,428,212	AFL-CIO Total*	$16,315,615

[Paul_D_North_Jr]

OK, thanks.  That's interesting - both for a RR CEO, and that the AFL-CIO valuation's of the Stock and Option Awards is about 12.9 % less than the valuation of same per SEC rules.

- PDN.

[schlimm]

Bucyrus

There is no point in an outsider being concerned about an executive’s salary unless that outsider wishes to be empowered through a government edict that purports to keep salaries fair.  To me, that is the 600-pound-gorilla of the original poster’s question that this thread is dancing around.

 

If you take away the gorilla, I am not sure what the point is.

 

Many people are very concerned about executive's salaries, regardless of their political persuasion, as the excesses have seen the light of day.  And the point may just be that shareholders, the boards that are supposed to represent the shareholder's interests, employees and even the general public may want to see more restraint in compensation.  You see, there are alternatives to market forces and government.

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schlimm

Bucyrus

There is no point in an outsider being concerned about an executive’s salary unless that outsider wishes to be empowered through a government edict that purports to keep salaries fair.  To me, that is the 600-pound-gorilla of the original poster’s question that this thread is dancing around.

 

If you take away the gorilla, I am not sure what the point is.

 

Many people are very concerned about executive's salaries, regardless of their political persuasion, as the excesses have seen the light of day.  And the point may just be that shareholders, the boards that are supposed to represent the shareholder's interests, employees and even the general public may want to see more restraint in compensation.  You see, there are alternatives to market forces and government.

I forget exactly who recently wrote a book about this but a research fellow here at the business school at UWO said recently in one of our seminars that the dialogs in the book mentions that numerous boards are now dealing with this "reflection issue". This means that one cannot keep asking for salary/hourly wage concessions/restraint and then give 11% increases year over year to the top level executives. This tends to feed into a 'feedback cycle' of increasing demands which then fuel labour cost increases which then---so on and so forth. If one sees executive salaries going up when regular staff are told of increasing financial/business issues then be prepared for a lot of PR problems both within and outside of the organizations. Remember how hot some recent AGM's got over certain bonuses and such? Irate shareholders do influence decisions down the line--

This also fuels a kind of demand curve that has upper classes buying bigger mansions and then middle classes getting those mcmansions that then encourage those in the lower classes to get bigger homes---and the resultant debt loads thereof.

Myself, I've become a board member of a healthcare company that deals with everything from retirement/nursing homes to home healthcare. I just got an 870 pg screed to read on this very issue I've seen a few learning curves pop up for this little puppy--- 

[n012944]

schlimm

clarkfork

I presume the revenue figures are gross.  Possibly a better rate of comparison would be dollars of profit.

 

OK, there are some differences:

Company         2008 Profit       CEO's compensation

BNSF               $1829 mil.               $15.5 mil.

 UP                  $1855 mil.               $16.3 mil.

CSX                 $1336 mil.               $11.6 mil.

NS                   $1464 mil.              $13.9 mil.

KCS                   $154 mil.              $2.1 mil.

UPS                 $3003 mil.              $5.9 mil.

DB                   $1913 mil.              $3.2 mil.(operates passenger as well as freight services)

 

Whatever metric is used, it does appear that CEO's of the Big 4 (& KCS) seem over-compensated, whether the comparison is with a related business, UPS, or a larger rail/logistics company outside the US, DB.

Additionally, I wonder how UP (substitute NS, BNSF, etc. employees and mid-management folks feel about those CEO pay packages?

As an employee and stock holder for a major class one, I can say I don't care.  If the CEO of my company takes say a 3 million dollar pay cut, my pay will not go up.  I doubt my stock value will change much, if at all. If it doesn't effect me, why should I care?  The question that the OP asks is just a form of class envy, plain and simple.

[MP173]

I think you nailed it with the class envy. 

However, one of the leadership issues of a CEO should be to keep as many people on board as possible and moving in the right direction.

At some point, a CEO could do a lot of good by addressing the issue.  Regarding Wasserstein's compensation, I read the fine print and didnt quite figure out the difference between the two formulas.  The valuation of stock options is an interesting point.  How does one value an option until it is exercized.  Perhaps AFL - CIO is addressing that aspect.

Regarding negotiating...it looks as if the unions did a good job negotiating their members out of a tax on health insurance coverage yesterday.  I havent read an analysis on it yet, but it appears that non union employees receiving "Cadillac coverage" (btw, isnt Cadillac a GM, hence bankrupt brand) will be paying a 40% tax on their benefits received by employer paid premiums.

Personally, I dont blame the unions, it falls into my previously stated "negotiate the best deal you can get"....but I probably wont be given the same seat at the table to negotiate my exemption.

Does anyone understand the fine print in the stock option section? 

Ed

[Railway Man]

MP173

I think you nailed it with the class envy. 

It is a huge mistake to use your own ideology to dismiss someone else's ideology, especially when they also have a vote that counts the same as your vote: 1 to 1.  Unless you are planning on ignoring the outcomes of democratic elections and seizing power through armed insurrection. 

We deal with arguments like "class envy" in railroad strategic planning on a daily basis.  Only a fool will sit there at the table and say that "I disagree with these people, therefore I will ignore these people and dismiss them as idiots."  Public policy outcomes are directly created by people's ideals.  Public policy affects railroads.  Whether you agree with others ideals or not, or like their ideals or not, will get you into deep trouble at a railroad.  I focus on what the reality is, not what I think the world ought to be.

RWM

[schlimm]

schlimm

Nationally, the ratio of CEO compensation to that of the average worker rose to: in 1982, 42:1; in 1990, 107:1; in 2004, 475:1.  By comparison the ratios in 2004 in Canada, Japan and the UK were 20:1, 11:1 and 22:1, respectively.

 

Class envy?  Hardly.  In my career, I worked hard and made a pretty decent buck.  But I would have felt undervalued if I had been paid a small fraction of the CEO, such as 1/400th.  As a shareholder, it seems to me we are often overpaying the top execs.  As a citizen, I wonder what US CEO's have done to merit such a large variance from the compensation of their peers in other industrialized nations?  Those seem to me to be reasonable questions to ask that cannot be answered by merely invoking The Market as the answer.

[Anonymous]

schlimm

schlimm

Nationally, the ratio of CEO compensation to that of the average worker rose to: in 1982, 42:1; in 1990, 107:1; in 2004, 475:1.  By comparison the ratios in 2004 in Canada, Japan and the UK were 20:1, 11:1 and 22:1, respectively.

 

Class envy?  Hardly.  In my career, I worked hard and made a pretty decent buck.  But I would have felt undervalued if I had been paid a small fraction of the CEO, such as 1/400th.  As a shareholder, it seems to me we are often overpaying the top execs.  As a citizen, I wonder what US CEO's have done to merit such a large variance from the compensation of their peers in other industrialized nations?  Those seem to me to be reasonable questions to ask that cannot be answered by merely invoking The Market as the answer.

Well if the market is not determining pay, what is? 

 

I can see these three reasons to object to the relatively high salaries of some people as follows:

 

1)      You believe that, as a nation, if the highest salaries were lowered, it would leave more money for the rest of the people.

2)      You believe that, as a corporation, if the highest salaries were lowered, it would leave more money for the rest of the employees.

3)      You have personal resentment for people who have achieved more than you.

4)      You believe that if a salary is too high, the recipient will consume too much, thus threatening the sustainability of the planet.

  

I cannot think of any other reasons.  The beliefs of items #1 and #2 conflict with free-market principles.  Item #3 is the personal emotion of envy.  Item #4 is a relatively new reason that has only been discovered during the last twenty years or so.

 

While some individuals might believe in one or more of these items, all four of these reasons are used to justify the advocacy of the now popular public policy to limit executive pay.  Certainly this policy has legs, and it is prancing proudly these days.

 

Maybe we need a brand new bureaucracy to establish the value of every type of work, and set the pay accordingly.  It would take all the guesswork out of deciding how much is too much for some people.

[Ulrich]

It's the market...to my knowledge there aren't any laws that require execs to be paid that much nor do I believe that the selection/compensation process is so badly flawed that all CEOs are getting paid 10 to 20 times what they should be getting. Nonetheless, it is probably worthwhile to ask those questions to ensure that the companies in question are at least getting their bang for the buck.  

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blownout cylinder

I forget exactly who recently wrote a book about this but a research fellow here at the business school at UWO said recently in one of our seminars that the dialogs in the book mentions that numerous boards are now dealing with this "reflection issue". This means that one cannot keep asking for salary/hourly wage concessions/restraint and then give 11% increases year over year to the top level executives. This tends to feed into a 'feedback cycle' of increasing demands which then fuel labour cost increases which then---so on and so forth. If one sees executive salaries going up when regular staff are told of increasing financial/business issues then be prepared for a lot of PR problems both within and outside of the organizations. Remember how hot some recent AGM's got over certain bonuses and such? Irate shareholders do influence decisions down the line--

Strange to be quoting oneself but here goes---

The "class envy" thing is an aspect of this "reflection". The issue here is that it is what drove a lot more people into Equity Lines Of Credit(ELOC's) in the first place. "If he can have it why can't I?" This took hold and did basically drive a lot of the financial sectors even more into the hole when not only did they get a lot more in terms of their own compensation packages but the bonuses plus the quarterly payouts from sales of stocks and such--mostly high risk derivatives---also went up. It is from here that the author was writing from

RR CEO's are not really in the same area as say the CEO or CFO of a financial institution like---AIG.

2 entirely different situations---

[schlimm]

Bucyrus

Well if the market is not determining pay, what is? 

 

As I said, merely saying the market is responsible for everything in regard to salaries is a simplistic invocation of a useful, fundamental concept that prevents a real understanding of what has happened.  I have yet to hear an explanation of why executive compensation in the US has increased so dramatically in relation to others' salaries over the past 30 years other than the change in treatment of salary vs. stock options.  But even that does not advance our understanding of the enormous disparity in compensation vs. the rest of the capitalist, industrialized world.  Is Canada so radically different that it can pay competent executives 1/20th of a corresponding executive in the US?  Barry raises a valid point about the difference between CEOs of financial institutions and RRs.  The RR's compensation isn't as egregious as that of Wall Street and the banks, but is still high.  Perhaps the SEC's changes in reporting top executives' compensation may bring enough transparency to this issue to reach pragmatic, as opposed to useless ideological answers.

http://www.nytimes.com/2010/01/15/business/15norris.html?ref=business

[Anonymous]

C. Berthold,

You sound like you believe these people with the extra high salaries are committing an injustice.  I can’t see the injustice.  Can you please elaborate on this injustice?  You mention the explosion in salaries being unexplained.  What if the explanation is that the salary explosion if merely the result of the CEO marketplace exploding salaries?  Why does there need to be any further explanation than that? 

 

It seems like it would sort of amount to profiling of executives to assume they are all average and should deserve average pay.

 

[schlimm]

Bucyrus

You sound like you believe these people with the extra high salaries are committing an injustice.   You mention the explosion in salaries being unexplained.  What if the explanation is that the salary explosion if merely the result of the CEO marketplace exploding salaries?  Why does there need to be any further explanation than that? 

 

It seems like it would sort of amount to profiling of executives to assume they are all average and should deserve average pay.

 

Bucyrus: You know I never said that.  If you can't see that there may be an explanation beyond your response of "the CEO marketplace" then I perhaps you aren't interested in seeking any deeper understanding.  Where in the world did I say CEOs are all average and deserve no more than average pay?  I am quite sure they are mostly well-above average or they wouldn't have achieved their status as CEO's.  That is very different than wondering if US CEO's need to be paid, on average, a whopping 20X their peers in Canada, etc.  I'm not comparing them with their average workers, although a differential of ~200-500:1 does seem unnecessarily high, even if they are really exceptional.  And as I said earlier, this ratio represents a sea change compared to what US CEO's were receiving as a ratio to average workers 30 years ago. Do you believe they were severely underpaid in the past?  Fairness in compensation is an issue in the public's mind even if it isn't an issue for you.  I'm only saying directors need reexamine this issue rather than leave the door open for the government to get more involved.  Corporate governance is becoming an issue that isn't going to be dismissed with a wave of the magic market wand.  (BTW, the 10 directors of BNSF were compensated in 2008 $253-327 K each for their part-time services.)

[Ulrich]

The whole thing is moot anyway as it is a matter between the shareholders, their board, the management and the CEO. They can pay in donuts if that's what they agree to...The rest of us really  have no vested interest in the matter.

[Anonymous]

schlimm

Bucyrus

You sound like you believe these people with the extra high salaries are committing an injustice.   You mention the explosion in salaries being unexplained.  What if the explanation is that the salary explosion if merely the result of the CEO marketplace exploding salaries?  Why does there need to be any further explanation than that? 

 

It seems like it would sort of amount to profiling of executives to assume they are all average and should deserve average pay.

 

Bucyrus: You know I never said that.  If you can't see that there may be an explanation beyond your response of "the CEO marketplace" then I perhaps you aren't interested in seeking any deeper understanding.  Where in the world did I say CEOs are all average and deserve no more than average pay?  I am quite sure they are mostly well-above average or they wouldn't have achieved their status as CEO's.  That is very different than wondering if US CEO's need to be paid, on average, a whopping 20X their peers in Canada, etc.  I'm not comparing them with their average workers, although a differential of ~200-500:1 does seem unnecessarily high, even if they are really exceptional.  And as I said earlier, this ratio represents a sea change compared to what US CEO's were receiving as a ratio to average workers 30 years ago. Do you believe they were severely underpaid in the past?  Fairness in compensation is an issue in the public's mind even if it isn't an issue for you.  I'm only saying directors need reexamine this issue rather than leave the door open for the government to get more involved.  Corporate governance is becoming an issue that isn't going to be dismissed with a wave of the magic market wand.  (BTW, the 10 directors of BNSF were compensated in 2008 $253-327 K each for their part-time services.)

Hey, I am not trying to put words in your mouth.  But I cannot escape the fact that you are regarding the extra high salaries as a problem that needs fixing.  I assume that you want these high salaries reduced, and if they don’t reduce them voluntarily, then the government should make them do it.  I assume that this is your desire based on you having said this:

 

“I'm only saying directors need reexamine this issue rather than leave the door open for the government to get more involved.  Corporate governance is becoming an issue that isn't going to be dismissed with a wave of the magic market wand.”

 

 

 

What do you mean by the term, corporate governance?

[schlimm]

It's a term found in any proxy relating to the directors.  BTW, this discussion works better if you would answer some questions I posed to you, as well as ask more of me.

[Anonymous]

 

schlimm

It's a term found in any proxy relating to the directors.  BTW, this discussion works better if you would answer some questions I posed to you, as well as ask more of me.

 

 

 

Here is a question you asked:

 

"I'm not comparing them with their average workers, although a differential of ~200-500:1 does seem unnecessarily high, even if they are really exceptional.  And as I said earlier, this ratio represents a sea change compared to what US CEO's were receiving as a ratio to average workers 30 years ago. Do you believe they were severely underpaid in the past?"

 

Here is my answer: 

 

No, I do not believe they were severely underpaid in the past.  I have no basis to conclude that.  I also have no basis to conclude that they are overpaid now.  All the statistics show me is that they were paid less then than they are now.  I can’t see any way to determine if back then, wages were too low, or now they are too high.      

[selector]

Gentlemen, maybe the focus and analysis could be on the change in the rate of compensation over time, assuming it is relevant.  I would say the pay back then was negotiated in good faith, and that I can see no difference in these days of increased accountablity and scrutiny.  Yet Mr. Berthold has pointed out that there is a substantial change in the rate, or ratio as it were.

Is this a significant development, and if it is, what does it mean in the railroad industry?

-Crandell

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selector

Yet Mr. Berthold has pointed out that there is a substantial change in the rate, or ratio as it were.

Is this a significant development, and if it is, what does it mean in the railroad industry?

I'm tempted to think that that ratio has changed. Although I wonder if this is to be seen as drastic. 

Reason? May have been something caused by some of the flack around the high interest/high inflation period experienced during the 1980's. Could also have been any number of things that started around that time---IIRC there were periods when I went to UWO as an undergrad in the early to mid 1980's that there was talk of how executive positions were not being paid commesurate to the level of responsibility tied to those positions. There seemed to be the idea that a lot of CEO's were/are(?) working much more than just a 9-5 basis-----

If this is a significant development---compared to what?----then the question could be raised as to what the 'appropriate' rate should be. The 750lb gorilla question then is: Who is the "Master Subject" that can pin point what that level is? And how is that going to be arrived at?

[schlimm]

selector

Gentlemen, maybe the focus and analysis could be on the change in the rate of compensation over time, assuming it is relevant.  I would say the pay back then was negotiated in good faith, and that I can see no difference in these days of increased accountablity and scrutiny.  Yet Mr. Berthold has pointed out that there is a substantial change in the rate, or ratio as it were.

 

Crandell: I think that would be useful, but I'm having problems finding the historical data for CEO's, let alone data that either includes or permits calculating the ratio.  It certainly seems significant when that sort of magnitude of change shows up in a data field., and I guess the social scientist in me wonders what caused that change, i.e., what was different?  The market forces would have been, more or less, a constant, so more than financial data is needed, as that would only show the pattern, not the cause.  Sounds like a job for some sort of historian?

Barry:  Those sound like possible causes worth following.  Once some boards got the idea of big compensation increases, it would spread like a firestorm, given that many directors are high-level executives at other corporations.

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schlimm

Barry:  Those sound like possible causes worth following.  Once some boards got the idea of big compensation increases, it would spread like a firestorm, given that many directors are high-level executives at other corporations.

And that may be so. I do think that we also need to remember that that positioon---or any other executive position in any corporation does carry a lot of responsibility. To employees, to shareholders--if public, to customers, to suppliers and who knows what all else. Although there is a lot of Canadian firms that do pay the CEO's a lot less those that are in the S&P 500 ( Canadian) are bigger in terms of capitalization, revenue, and a pile of other areas. Think RIM here----