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Improving: The Tone of Executive Compensation

Matt Kelly | February 23, 2010



Much to my surprise, evidence is emerging that companies are hearing the public disgust over bloated compensation. Yes, CEOs and their top lieutenants still earn far too much compared to the average worker, and we’ll continue to see plenty of abuses and piggy behavior for years to come. But I’ve also seen multiple examples of companies reducing the pay packages they are doling out to the brass, especially some of the more odious benefits such as personal use of aircraft or tax gross-ups to cover the cost of the excessive pay a CEO already receives. This is good news.



Genzyme is one company now walking the walk. Last month the biotech business filed a statement outlining substantial reforms to its pay practices, such as pegging more of the top executives’ bonuses to overall corporate performance. Genzyme even invented a nifty new pay metric, “cash-flow return on invested capital;” grossly over-simplified, the CFROI metric should push Genzyme employees to ensure that investments they make will generate the cash flows Genzyme needs to support new products in the company’s pipeline or to make strategic acquisitions. Smart thinking.



Several other companies are doing the same, such as Shell Oil and Eli Lilly & Co. We’ve also seen a flock of studies from compensation consultants lately that have found the overall value of change-in-control agreements are dropping, and fewer companies are offering tax gross-ups to pay any excises taxes that might come due when the CEO decides to collect. (Compliance Week has written about this, but the full article is only available to subscribers.) None of that means victory in the battles to scale back bloated executive pay, but they do suggest a change in the tenor of things.



Ethics and compliance officers walk a somewhat delicate path here. First, compliance officers do have a responsibility to ensure that proxy statements explaining executive pay are in full compliance with Securities and Exchange Commission rules; that can be a complicated task, given the SEC’s new rules requiring even greater detail. But beyond the letter of the law, ethics and compliance officers have a special position where they can (diplomatically) argue for compliance with the spirit of the law—which clearly wants executive compensation to fall from “totally staggering” to “really, really big.”



I have no advice on how you can achieve that at your particular company. But telling your board “everyone else is doing it” has gotten a bit easier this year, and that’s a start.