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More light shed on pay gets mixed reviews
Sunday, May 24, 2009

Today's sermon is taken from "Other People's Money and How the Bankers Use It," a book published in 1914 by crusading attorney Louis Brandeis.

By way of background, Mr. Brandeis two years later became the first Jewish U.S. Supreme Court justice despite the objections of conservative Republicans, who viewed him as an irresponsible muckraker.

"Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants; electric light the most efficient policeman," Mr. Brandeis wrote.

Justice Brandeis' theory about sunlight has been put to the test by the Securities and Exchange Commission, which several years ago began requiring companies to disclose more information regarding not only how much they pay top executives but the rationale behind those payments.

The results have been given mixed reviews. Some believe more details on pension benefits, golden parachute payments and other perquisites is causing the perks to be viewed with greater scrutiny.

"The enhanced disclosure has put a spotlight on some of those practices," says Ed Steinhoff, senior executive compensation consultant in Mercer Human Resources Consulting's Detroit office.

Bruce Ellig, a New York-based corporate pay consultant, agrees.

"Compensation committees are slashing away at perquisites. They're eliminating a lot of them," he says.

But others say the impact of the expanded disclosure is far from clear, a reasonable assertion given the complexity of the issue.

"It's had very little effect," Mel Fugate, a Southern Methodist University professor who specializes in management and leadership issues. "It is still very difficult for the average retail investor to understand what executive compensation means."

The excesses of insurance giant AIG and other financial miscreants, and the global recession, are casting even more sunlight on the issue of executive pay, although some would say the rhetoric of those involved in the debate generates more heat than light.

The Obama administration has imposed pay restrictions on financial institutions that accepted taxpayer investments through the Treasury Department's Troubled Asset Relief Program, or TARP. Those curbs include giving shareholders an advisory vote on compensation and prohibiting paying executives to take excessive risks.

Mr. Steinhoff says that to the extent the White House attempts to start limiting compensation at all companies, those efforts will mirror what it is requiring of TARP recipients.

"President Obama is definitely thinking about doing something," says Temple University professor Steven Balsam, who has testified before Congress on executive pay.

The shareholder vote -- or "say on pay" -- has been advocated by labor unions, social investment funds and some pension funds for several years. Shareholders are given the opportunity to vote a company's pay plan up or down but the vote is advisory only. Companies are not required to make changes if shareholders vote it down.

Richard Ferlauto, director of corporate governance for the American Federation of State, County and Municipal Workers, says say-on-pay resolutions collected an average of 47.5 percent of votes at shareholder meetings this year, up 5 percent from year-ago levels. They received 50 percent or more of the vote at 16 companies.

"This clearly indicates that there is a huge amount of shareholder outrage directed at executive compensation. It's certainly momentum to legislate or require say on pay across the board for all companies," Mr. Ferlauto says.

Say on pay is supported by some who cringe at the prospect of the government micromanaging how executives are paid. But the fact that the vote is not binding will limit its impact, Mr. Ellig says.

"A lot of companies are moving, reluctantly or enthusiastically, toward say on pay. But I don't see them moving to enact what shareholders are saying," he says.

Some believe Congress could lower the tax deductions companies are allowed to take for executive pay. If Washington gets really riled up, they could decide to raise tax rates on all wealthy individuals.

"[Corporate] boards really have to step up to the plate on this because if they don't, they're going to get the medicine they don't like from Washington," Mr. Ellig says.

That's not as ominous as it sounds.

"There will always be a loophole with the IRS," Dr. Fugate says. A self-described cynic, he expects whatever pay reform measures that may be enacted "will be relatively incremental."

Some companies have responded to the recession by freezing or reducing executive salaries, trimming perquisites and reevaluating how they set performance targets for executives in light of the uncertainty about the economy and the prospects for recovery.

But if visibility is poor for corporate planners, at least one student of how Corporate America treats its highest-priced talent is certain of what will occur when the recovery comes.

"As soon as the economy rebounds, I expect compensation to go back up again," Dr. Balsam says.

Len Boselovic can be reached at lboselovic@post-gazette.com or 412-263-1941.
First published on May 24, 2009 at 12:00 am