Wednesday, April 11, 2007

CEO Window Undressing

Chuck Collins
April 10, 2007

Chuck Collins is a senior scholar at the Institute for Policy Studies. He co-author of Selfish Interest: How Much Business Roundtable CEOs Stand to Lose from Real Reform of Runaway Executive Pay, available at: http://www.ips-dc.org. This article first appeared on the McClatchy-KRT wire.

When it comes to the exorbitant pay of America’s corporate chief executive officers, everyone likes to quote Louis Brandeis, who said “sunshine is the best disinfectant.” But if you still have an infection after sitting in the sun for 15 years, maybe it’s time for some stronger medicine.

The Securities and Exchange Commission (SEC) was concerned enough to issue new regulations last July requiring broader disclosure of top management pay and perks. SEC Chairman Christopher Cox quipped that if these CEOs “are forced to undress in public they’ll pay more attention to their figures.”

In the coming weeks, the full picture of 2006 executive compensation will come into focus. But preliminary reports indicate that total compensation packages will continue to gush to top managers.

Proxy statements filed this week show that Stanley O’Neal, CEO of Merrill Lynch, took home a whopping $48.9 million. Edward Whitacre Jr., CEO of AT&T, had total compensation of $31 million. Oil baron James Mulva, CEO of ConocoPhillips, rode rising pump prices to a sweet $14 million. I don’t know about you, but I don’t need to see any more. Disclosure alone is simply not doing the job. CEOs in the United States seem beyond shame and embarrassment. Would you discipline an exhibitionist by making them disrobe in the town square?

The problem is not lack of a good view: Anyone can see the system is off-kilter. Nor is the problem apathy. Investors, workers and the public are clamoring for reform. When the SEC asked for comments on their draft CEO pay guidelines last year, they got over 20,000 responses, more than any other issue in SEC history.

The real problem is a power imbalance. There is no one with the power to rein in pay. Chairman Cox and the “sunshine” crowd seem to think that armed with a candid camera, shareholders will take action.

The shareholders? Excuse me, but have you been to a shareholder meeting lately? Most of them resemble the old Supreme Soviet. A self-selected board sits imperially on a stage. If a lowly shareholder wants to say something, they get their 60 seconds at the mike. Shareholder resolutions are treated like pestilence. And when was the last time you saw an independent candidate run for a corporation’s board of directors?

If the SEC thinks shareholders hold the key, then give us some real power. Give us the vote! Require that shareholders approve compensation plans and retirement packages, as they do in England. Trust us, shareholders know good performance when we see it. Barney Frank, Chairman of the House Financial Services Committee, is putting forth just this proposal.

But runaway CEO pay is more than a shareholder issue. As taxpayers, we subsidize excessive compensation because these pay packages are 100 percent tax deductible corporate expenses. It’s another nifty way that corporate America shifts their tax responsibility back onto everyone else.

Here’s a simple proposition: Any pay package over $1 million should not be deductible. Companies can pay whatever they want, but taxpayers should not be forced to subsidize excessive greed.

If Congress could pass these two reforms, it would help bring sky-high CEO pay back to earth. But without more power for other shareholders and taxpayers, additional disclosure is just more undressing in public.

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