These Corporate Managers Aren't Sweating Over CEO-to-Worker Pay Disclosure
Last week, the Securities & Exchange Commission proposed a new rule that would require companies to disclose the specific ratio of their chief executive officers' pay to that of their average workers. Many corporate managers and boards of directors are flipping out, and for them, there's probably good reason. The disclosed discrepancies would boggle many minds, particularly for leaders who haven't been performing up to par.
Still, some CEOs, moving under many radars, receive extremely fair compensation based on performance or exemplify the shared-fate philosophy in which managers treat their stakeholders with respect or even like family members.
These are the corporate leaders who don't have to panic about this proposal. I asked some of The Motley Fool's top analysts about some examples that many of us may not have viewed through this lens. Costco is a typical go-to example, but other CEOs may not be getting the attention and applause they deserve.
When investors think of Berkshire Hathaway's Warren Buffett, they generally think "billionaire." And they should; he's one of the most successful businessmen and investors in history. However, it may not occur to many investors that he receives modest compensation for his role as chairman and CEO of the company -- and has for years.
Buffett makes a base salary of $100,000 at Berkshire Hathaway. Adding in "other compensation," his grand take-home total last year was about $424,000. There's nothing for shareholders or anyone else to complain about there. For years, he has also been a vocal critic of the continuous upward trajectory of CEO pay in America.
Take the following quote, just one of many: "The typical large company has a compensation committee. They don't look for Dobermans on that committee, they look for Chihuahuas. Chihuahuas that have been sedated ."
Kinder Morgan was brought up by several of my colleagues, and a peek into its proxy filing disclosure was so impressive that I felt a bit light-headed.
Chairman and CEO Richard Kinder's base salary is $1 per year. In many cases, investors might look askance at CEOs with $1 base salaries. Although it's theoretically admirable, some chief executives with $1 base salaries can more than make up for it through bonuses, perks, and options grants.
Kinder, however, receives no bonuses or options. Another disclosure that made my hair stand on end (in pleased surprise) reads thus: "Mr. Kinder does not have any deferred compensation, supplemental retirement or any other special benefit, compensation or perquisite arrangement with us, and each year Mr. Kinder reimburses us for his portion of health care premiums and parking expenses."
What the what? Reimbursement for health care premiums and even parking expenses puts this completely over the top -- in a good way. Many CEOs receive crazy benefits of all kinds, including corporate-paid personal security services, cars, use of corporate jets, and even financial planning.
Kinder Morgan also gets a pat on the back for alignment with regular shareholders. Kinder owns a 23% stake in Kinder Morgan; for the company's shareholders, that translates to "We're all in this together."
And it gets better. The company has a salary cap for management of a mere $400,000. However, in its recent proxy statement it reveals that it's increasing managements base salaries to $325,000 this year, and it doesn't believe their salaries will reach the $400,000 cap for years. In the grand scheme of things, such caps are positively bizarre -- with an emphasis on "positive."
Joe Mansueto founded Morningstar , and as chairman and CEO, he doesn't seem to view the company he launched as his personal cash cow. Like Richard Kinder, he doesn't receive bonuses, options, or crazy benefits at shareholder expense.
According to Morningstar's most recent proxy:
In consideration of his status as our principal shareholder, Joe Mansueto believes his compensation as our chief executive officer should be directly aligned with other shareholders and be realized primarily through appreciation in the long-term value of our common stock. Accordingly, at his request, he does not participate in our equity or cash-based incentive programs. In addition, since resuming his role as our chief executive officer in 2000, his annual salary has been fixed at $100,000. While the Compensation Committee may review and make recommendations to the Board concerning Joe's compensation, we expect that his salary will remain at $100,000 per year for the foreseeable future.
Mansueto's "other compensation" is insanely low compared to the "other compensation" awarded to so many CEOs that I've seen in my time: about $5,300 for basic life insurance and 401(k) matches like most of us regular folks receive. That's mind-bogglingly awesome.
Mansueto's ownership also puts his interests in line with regular shareholders: He has a 53% stake in the company.
Several of my colleagues pointed to Markel as a great example of balancing performance and reward.
Top managers' bonuses are tied to five-year average book value per share -- a huge departure from so many companies' compensation tendency to reward first, ask personal-performance questions later. (Of course, too many never question true performance at all.)
Here's an interesting quote from Markel's latest proxy statement, which should comfort its shareholders:
The five-year measurement period provides balance between line of sight for actions currently being taken and a long-term perspective in managing the Company's operations. In addition, using a longer-term measurement period does not encourage the taking of excessive or unnecessary risks in order to earn incentive compensation.
Anyone who lived through the financial crisis knows what happens when managements are incentivized to take unnecessary or excessive risks. Markel also possesses a policy that many companies should instate but, of course, would rather not: a claw-back policy that would take back financial rewards in the case of restatements due to intentional misconduct or outright fraud.
In another example of a more humble approach, managers' benefits are exactly the same as those of rank-and-file employees.
Cause for celebration, not consternation
The most widely reported cases of outrageous CEO pay can guarantee that concerned shareholders and other stakeholders will be constantly angry. There are countless examples of egregious pay that can be considered akin to plundering.
I'm glad that one of my colleagues recommended some high-fives for companies with CEOs and boards of directors that are choosing to do the right things instead of the wrong ones. It's easier to be angry than admiring sometimes.
The idea of a rule to disclose CEO-pay-to-worker ratio has sparked outrage from many in the business community. I've heard a similar refrain repeated often in the counterargument: that it's only meant to embarrass chief executives and boards of directors. But you know what? Far too many deserve to be embarrassed. In the market-based society that many investors insist we are living in -- one in which ethics and merit would make it work far more smoothly -- it should be embarrassing to be caught picking other people's pockets for way more than chump change.
Big business interests that are freaking out aren't in the right; they're defensive and likely quite worried about their bank accounts.
On the other hand, some CEOs -- and their shareholders -- simply won't vote against their pay if it's modest, the performance is stellar, and so forth. In other words, these people simply don't have to sweat it. It's nice to know.
Check back at Fool.com for more of Alyce Lomax's columns on environmental, social, and governance issues.
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The article These Corporate Managers Aren't Sweating Over CEO-to-Worker Pay Disclosure originally appeared on Fool.com.
Alyce Lomax owns shares of Costco Wholesale. The Motley Fool recommends Berkshire Hathaway, Costco Wholesale, Kinder Morgan, Markel, and Morningstar. The Motley Fool owns shares of Berkshire Hathaway, Costco Wholesale, Kinder Morgan, and Markel. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.
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