The Compensation Hustle

Christopher Hayes: If We're Going To Let Executives Make As Much As They Can Wrangle, Make Sure To Tax The Hell Out of Them

(CBS)  Christopher Hayes is The Nation's Washington, DC Editor.

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Mid-June saw Executive Compensation Week here in Washington. On June 11 the House Financial Services Committee convened a hearing on Compensation Structure and Systemic Risk, just one day after the administration announced that attorney Ken Feinberg (lately of the September 11th Victim Compensation Fund) would serve as the "Special Master" overseeing executive compensation at firms receiving TARP funds. His vaguely kinky title notwithstanding, early reports suggest Feinberg won't be imposing much discipline on naughty execs. "Our people kind of thought it was a nonevent," a bank executive told the Washington Post.

But all the attention on bonuses for executives at TARP firms obscures a much bigger issue, one touched on but never sufficiently investigated during the hearing: how to recalibrate the share of gains captured by shareholders, executives and workers in the post-crash economy.

So far, there hasn't been much progress on that front. In fact, corporate governance expert Nell Minow says that, counterintuitively, massive future payouts for CEOs are being "spring-loaded" into the system. "They're resetting all their benchmarks and options grants at what they know is a low point," she says, "so that when the market comes back they are going to rise with the market, having done nothing themselves. That's what we saw in the '90s: up to 70 percent [of gains from stock options] are attributable to market gains as a whole, and yet executives argue it's pay for performance."

The focus on limiting outsize payouts isn't simply about populist backlash or a basic sense of fairness (though those are perfectly good reasons for it). The pre-crash mushrooming of executive pay in the finance sector almost certainly helped bring about the crisis. "Incentives for short-term gains," Treasury Secretary Tim Geithner said the day Feinberg's appointment was announced, "overwhelmed the checks and balances meant to mitigate...the risk of excess leverage."

Bloated CEO salaries aren't exactly new, but why they persist is harder to explain than you might think. Every dollar paid to an executive above his or her actual worth comes from the pockets of the shareholders. And while workers may be too beaten down to fight back, investors aren't exactly a powerless class in America. Why, then, do they allow clubby compensation committees and consultants to pick their pockets?

Part of the problem is the raw difficulty of figuring out how much value a particular CEO adds to a company. There's also a legal structure that attenuates shareholder power. But there's a deeper issue. CEO pay is to corporate governance what farm subsidies are to the federal government: the benefit accrues to a small group (CEOs or big agricultural concerns like Monsanto) while the cost--whether to shareholders or taxpayers--is shared widely.

It's a "collective choice problem," according to Minow. "The amount of time and energy that anybody spends to read through this impenetrable prose," she says of the details of a compensation package, "is never going to be paid back by the fractional share" of the savings. Economists call it "rational apathy."

Against this backdrop, what you end up with is a whole lot of corrupt, elite self-dealing, which is the emerging through line of our benighted age. "The boards tend to be dominated by CEOs and other high corporate executives of other firms, who have an interest in keeping executive compensation high," wrote Judge Richard Posner on his blog last year. They are "abetted by compensation consultants who naturally recommend generous compensation packages to directors who are recipients of generous compensation and therefore believe that the CEOs of the companies on whose boards they sit should be paid top dollar."

How to stop it? The administration has thus far endorsed two good but relatively minimal reforms: "say on pay" legislation, similar to what they have in Britain, which allows stockholders to hold a nonbinding vote; and measures to strengthen the independence of the compensation committees.

There's a whole lot more that could be done. In all but a few cases, company directors need only receive a single shareholder vote to stay on the board. If this were converted into a majority threshold, it might impose some discipline. The SEC could require, as a regulatory matter, listed companies to institute clawback policies, which would allow the board to recoup compensation that arises from short-term gains followed by big long-term losses. Perhaps most intriguing, Minow points out that the Labor Department is charged with overseeing employee benefit funds, which, she notes, are the largest accumulation of capital in America. "If the Labor Department insisted that pension fund votes were based on what was best for plan beneficiaries," she says, "instead of what was best for corporate managers," director elections might actually start to matter.

As needed as many of these reforms are, whatever rules are put in place, CEOs will have massive incentives to skirt them. Which is why, finally, much of the solution must be found in the tax code. In 1980, before Ronald Reagan inaugurated the supply-side counterrevolution in taxation, the top rate for individuals was 70 percent. When taxation took 70 cents of every dollar made above a certain amount, there was far less incentive to game the system for giant payouts. By 1988, though, the rate was 28 percent. It has fluctuated between 30 percent and 35 percent under the past two presidents, while capital gains and other wealth taxes have steadily declined.

During the financial services hearing, as Republican after Republican railed against the specter of government bureaucrats micromanaging pay--down to "secretaries and janitors" in the fevered imagination of Illinois Representative Judy Biggert--part of me wondered if perhaps they had a point. Regulating executive compensation might have the same balloon-squeezing effect as bonus caps. And besides, it's easier for executives to game the compensation committee and shareholders than the IRS. So maybe we should let executives make as much as they can wrangle. We just need to make sure we then tax the hell out of them.

[babooph]

The CEO controls the company,but just as critical is the control of the lobbyist who controls the greedy politician-the customer[tax payer], then bends over to all.

[mypatch]

All I hear is a bunch of cry babies here. It's our fault! We pay these checks to these guys. Instead of boycotting their products and sending letters to the companies we go ahead and suck up all they have to sell. Let the good times roll. Stop crying and start doing something about it. Send letters to your senators and congressmen and to the companies to protest this foolishness. I for one am tired of living in poverty and having to pay the tax burden these people have put on me and millions of others. It's time they pay for their own failings.

[Floretta52]

Lots of people work MUCH harder than these CEOs and see very little for their labors. Nobody (CEO, sports figures, etc.) needs the humungous amounts of money they are paid. Some of it they earn, the rest is "irrational exuberance" on the part of boards or owners. Tax income AND options when exercised. If you can't live on the few million that's left, I'll be happy to switch places and you can live on my income.

[not_fooled_by_Righties]

IMO, outrageous Executive pay is one thing that is holding Wall Street down.

I invest a token amount, for the company match, but I feel as an investor in the stock market, I am bent over and screwed by the payouts to those guys. If they didn't take as much as they possibly could, my investments would look at whole lot better. And those companies would have better balance sheets too.

[sjc_1]

Here are some of them that are CEOs in health care.

FierceHealthcare reports the following top 10 CEO salaries for 2008.

* Ron Williams - Aetna - Total Compensation: $24,300,112.
* H. Edward Hanway - CIGNA - Total Compensation: $12,236,740.
* Angela Braly - WellPoint - Total Compensation: $9,844,212.
* Dale Wolf - Coventry Health Care - Total Compensation: $9,047,469.
* Michael Neidorff - Centene - Total Compensation: $8,774,483.
* James Carlson - AMERIGROUP - Total Compensation: $5,292,546.
* Michael McCallister - Humana - Total Compensation: $4,764,309.
* Jay Gellert - Health Net - Total Compensation: $4,425,355.
* Richard Barasch - Universal American - Total Compensation: $3,503,702.
* Stephen Hemsley - UnitedHealth Group - Total Compensation: $3,241,042.

[caldwellptr]

I pay to much in taxes. Health care is a luxury I can not afford. Who are these rich people you talk about?

[CBSName]

As an accountant, I've seen some of these executive agreements, and they obligate the companies to pay the taxes. It's called "grossing up". So no matter how much you raise the taxes. the execs won't be affected. And IThought, wish you were right, but it is already legal to charge two individuals who make the same amount of money a different tax rate based upon the kind of profession they're in. I think it's unfair, but I don't write the tax law.

[CBSName]

As an accountant, I've seen some of these executive agreements, and they obligate the companies to pay the taxes. It's called "grossing up". So no matter how much you raise the taxes. the execs won't be affected. And IThought, wish you were right, but it is already legal to charge two individuals who make the same amount of money a different tax rate based upon the kind of profession they're in. I think it's unfair, but I don't write the tax law.

[whitemale08]

Fact is: It is too dangerous to allow anybody, CEO, stock broker or trader on Wall Street, banker, or even the oligarchial families that own the printing presses of the banks that make up the Federal Reserve,

it is too dangerous to allow these people to make more money then it costs a worker to make in a lifetime.

The only way a person can make more, is if he inherited his family's business or wealth passed down to him from generations back.

Back in the 'good-old-days', people were taxed up to 90%, which produced a prosperous 'middle-class' a robust industrial economy protected by tarrifs, and a prohibition against paper-biilionaires like Warren Buffet.

Through proper regulations, a tax that checks un-bridled looting by the rich, and tarrifs that protects our economy from Wall Street/City of London financial parasites, we would have a vibrant and prosperous society full of real wealth for its citizens.

[antoniof123]

So maybe we should let executives make as much as they can wrangle. We just need to make sure we then tax the hell out of them.

I like this idea it could work and even if it doesn't who cares. In all corporations there is a cap on how much you can make except for the exec's. In some companies like Disney in the 90's good old Mike made so much it was sick and the rest of the company now suffers. I still have my shares that split but then I didn't have millions to sell so I kept my for long term and now after 10 years the stock price is still nothing.

Thank Mike but I say if he was taxed to hell I wouldn't feel so bad now because that way even though I didn't even break even yet I would still feel as though he didn't take me for a ride.