Free Download Pay without Performance: The Unfulfilled Promise of Executive Compensation
Free Download Pay without Performance: The Unfulfilled Promise of Executive Compensation
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Pay without Performance: The Unfulfilled Promise of Executive Compensation
Free Download Pay without Performance: The Unfulfilled Promise of Executive Compensation
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Review
Ever wonder if corporate executives are paid too much? Look at it this way: from 1993 to 2002, the aggregate compensation of the top five executives in all public companies amounted to an astonishing $250 billion, equivalent to 7.5% of all corporate earnings. Defenders of the status quo say that such bloated pay provides managers particularly CEOs with incentives crucial to high performance. Those defenders have not yet read Lucian Bebchuk and Jesse Fried's Pay Without Performance. The authors marshal a formidable arsenal of facts to pick apart the incentives argument, exposing myriad ways in which CEOs have decoupled pay from performance and hidden that fact from investors with the aid of supine corporate directors. The lucidly argued treatise frames the issue not in ethical terms but as a problem of efficiency. As for solutions, Bebchuk and Fried maintain that board directors should be not only more independent of the executives they supervise but also much more dependent on stockholders. If shareholders had the power to alter the composition of the corporate board, the authors argue, directors would be more likely to keep investors' interests top of mind when setting CEO salaries and perks. (Unmesh Kher Time Magazine 2004-11-28)In times both bullish and bearish, there is periodic outrage over huge compensation packages for executives at publicly traded companies. The recent wave of corporate scandals only inflamed concerns that companies' boards of directors, too cozy with CEO's, were betraying their duty to shareholders. Reacting, defenders of corporate America have often offered 'rotten apple' theories and other explanations that deny any systemic problem. Inadequate, say Lucian Bebchuk, a professor of law, economics, and finance at Harvard University, and Jesse Fried, a professor of law at the University of California at Berkeley. In Pay Without Performance, the scholars uncover what they say are widespread, persistent, and indeed systemic flaws in compensation arrangements. (Nina C. Ayoub Chronicle of Higher Education 2004-12-03)Lucian Bebchuk and Jesse Fried offer a devastating critique of the way public companies pay their top executives. Relying on data rather than rhetoric, Fried and Bebchuk describe a diseased system in which executives wield enormous influence over their pay, board members have little incentive to slow the gravy train, and everyone involved goes to great lengths to hide the numbers from shareholders...Those looking for a substantive deconstruction of the system--and a few ideas to fix it--could hardly do better. (Ben White Washington Post 2004-12-05)In Pay Without Performance, Lucian Bebchuk of Harvard and Jesse Fried of Berkeley set out to identify the failure of corporate governance that allows chief executives' compensation to carry on rising with little relation to performance. They point the finger firmly at board directors. (The Economist 2004-12-18)For anyone looking for a guide to the debate over American top pay, this book will be indispensable. It is clear, well-argued, fully researched and deeply felt. (Michael Skapinker Financial Times 2005-02-07)Pay Without Performance is a significant book. It is a well-researched, careful study of a problem that has attracted considerable attention since the 1980s. The authors write well and manage at once to make the book readable and to satisfy the scholar's need to see evidence and documentation… Pay Without Performance is an important contribution to the continuing discussion about corporate governance. It will repay a careful reading, and it is likely to achieve the influence it deserves to have. (Robert G. Kennedy Ethics and Economics)This book has important messages about where [the balance between managers, directors, and shareholders] should lie, not just with regard to executive compensation but to governance in general. (Peter Montagnon Management Today 2005-02-01)If one has time to read only a single book about corporate governance in US publicly traded companies, this is the book to read. (James A. Fanto International Company and Commercial Law Review)[This book] does add to the discourse about executive compensation and corporate governance by offering an alternative view of the factors underlying executive compensation. (Joseph Gerakos Journal of Pension Economics and Finance)I rate this as an important book that should help to get the academic profession thinking in a new direction. The supporters of the conventional model of compensation clearly have a case to answer, and this book makes it plain what the challenges to developing a better understanding of executive compensation are. Thus, it will surely generate a productive debate...The book should also be seen as a welcome contribution to the corporate-governance debate in Europe, as it provides a sobering perspective on what many regard as a role model. Everybody who wants to participate in the debate on executive compensation should read this book. (Ernst Maug Journal of Institutional and Theoretical Economics 2006-01-01)
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Review
Bebchuk and Fried present a powerful challenge to financial economists' view that compensation arrangements are designed by boards seeking to increase shareholder value. They offer a compelling account of how managers' influence has distorted executive pay. By showing how boards have failed to guard shareholder interests, Bebchuk and Fried raise fundamental questions concerning our corporate governance system and lay the ground for their proposed reforms. Their work will shape debates on executive compensation and corporate governance for years to come. (Joseph Stiglitz, Nobel Laureate in Economics, and author of The Roaring Nineties)
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Product details
Hardcover: 304 pages
Publisher: Harvard University Press (November 22, 2004)
Language: English
ISBN-10: 0674016653
ISBN-13: 978-0674016651
Product Dimensions:
6.5 x 0.8 x 9.5 inches
Shipping Weight: 1.2 pounds (View shipping rates and policies)
Average Customer Review:
3.8 out of 5 stars
12 customer reviews
Amazon Best Sellers Rank:
#1,726,740 in Books (See Top 100 in Books)
This is an excellent book. The authors have done extensive research from both a legal and economic standpoint to support their hypothesis that companies with better Board governance, more accountable CEOs, better structured CEO compensation packages perform much better than the others. They show better operating performance resulting in superior shareholder value creation over the long term.Their diagnostic of what ales executive compensations are so well grounded they have become common knowledge for any readers of the financial press over the past couple of decades. Compensation of CEOs and other top officers has become insane. The structure of equity compensation has become so tilted in the CEOs favor that as the authors indicate they really don't have to perform. If they perform poorly they make a boatload of money. If their performance is about average they make an astronomical amount of money. What kind of pay-for-performance is this?Other reviewers have had surprisingly strong reactions to the authors' proposals to redress the effectiveness of executive compensation. I found that surprising given that the authors' proposals are not that radical to begin with. They boil down to restructuring equity compensation so they reflect targets and vesting periods that make economic sense and align the economic interest of the executive with the long-term interest of shareholders. Their proposals also entails a massive shift of power from entrenched Board members plagued with serious conflict of interest to the shareholders of the companies who are the ones bearing the full brunt of the equity risk. In the days of the Enron, Tyco International, Arthur Andersen recent scandals, I find the authors recommendations rather sound. I do think a shift from Board to shareholder power would do a good deal to restore the integrity of certain executives, the transparency and the quality of accounting and financial disclosure.Thus, I really think you will enjoy and learn a lot from this book. In a similar fashion, if you want to educate yourself regarding how movie stars are paid, and why just like CEOs they may be grossly overpaid I strongly recommend the recently released book "The Big Picture" by Edward Jay Epstein. This is another fascinating point that touches on the sensitive topic of a privilege group that earns a staggering amount of money hardly justifiable on any grounds.
Superb exposé on the appalling lack of ethical fortitude amongst our country's business elite--namely the chief executives, their officers, and sadly those given the responsibility for representing the shareholders' interests, the directors. The adage "no one looks after your money like you do" is well-remembered by the reader of "Pay without Performance."Primarily due to a phenomenon know as "interlocking" executives cross-pollinate their respective boards with a surprisingly shallow gene pool leaving the ordinary shareholder hardly independently represented at all.Bebchuk and Fried do well by illustrating the mockery known as "independent compensation committees" when these committees are typically hired under the corporation's own HR department usually by CEO referral. Tough to place credence in any recommendation so biased from the outset!Now only two years after the publication of this book, and several studies cited therein, the SEC has launched a sweeping probe into options timing--in particular boards who allowed their executives to cherry-pick the grant dates of options to take advantage of inside information to profit at the expense of shareholders at large. Criminal, yet condoned by far too many corporate "leaders."Ultimately the question arises--Is the solution for shareholders to vote via increased legislation or with their wallet by only investing in corporations fully aligned with their interests? The authors make an excellent case for instituting a performance-based compensation system as well as supporting the role of making directors truly independent and not pawns of the CEO. Fantastic resource on corporate culture run amok--the elusive 5 Stars!
So sang Leonard Cohen in 1988's "Everybody Knows".The game of executive compensation, this fascinating study of CEO pay demonstrates, is definitely fixed. In theory, executives are hired by a company's impartial board of directors, who negotiate with them at "arm's lengths". If the CEO of large public owned companies receive huge compensation - and they do - that's because they are worth it. Much of the compensation is tied to the firm and the CEO's performance. Thus the CEO has an incentive to ably serve shareholder's interests. As Gordon Gekko put it (Wall Street (20th Anniversary Edition)): "Greed is Good".Or so goes the theory.But everybody knows that the theory is nonsense; Lucian Bebchuk and Jesse Fried's study confirms that common sense perception: That CEO compensation is a game of insiders enriching themselves (and each other) at the outsiders' expense.Far from being "arm's lengths" negotiators, the directors of a company are more or less stooges of the Firm's CEO. They don't quite serve at his pleasure, but he has ample control. Until the 2003 reforms, while the directors in the "compensation committee" had to be "independent" (that is, not part of the company), the directors on the "nominating committee" that picked the directors were not. Thus the CEO might have sat on, and maybe chaired, the nominating committee. After the Enron scandal and the 2003 reforms, the members of the "nominating committee" have to be independent. But that begs the question - who is an independent director? Well, Independent directors are people who may receive compensation from the CEO controlled company - but no more than 100,000 US dollars a year. And that does not include perks given to family members, donated to charities you favor (or work in), or, with some limitations, to companies you are involved in (p. 28). Director Independence is more of less a sham. And even if it weren't, Directors have little incentive to curb CEO compensation - many of them are or were CEOs themselves. Sometimes it's an "I'll rub your back and you'll rub mine" deal where the CEO of one company is a director of another company who's CEO is a director of his company. At any case, the atmosphere among the directors is friendly, collegial and non-confrontational - as one board member puts it, it's somewhat like a club (p. 32). There are few effective checks on the powers of CEOs to feast on the shareholder's money. The CEO's compensation is not a large enough issue for the market to respond to, and the Courts generally refuse to intervene in decisions by professional executives and directors. The best defense against CEO abuse is what Bebchuk and Fried call "outrage" - the bad publicity caused by the discovery of the executives' scandalous self dealing. Outrage does check some of the worst abuses. Fortunately for the CEOs, though, there is a way to give themselves large compensation that is not sensitive to their performance: camouflage. Executives and directors have found ingenious ways of devising gigantic rewards that are hard to recognize as rewards. Whether in the form of perks (such as unlimited use of the corporate jet long after retirement), fat consultancy fees (for which little actual consulting is done), or so-called "split dollar life insurance policies" (don't ask). But the worst offenders are probably the stock options. Until recently, chief executives would get options that were not indexed to the market or the sector -meaning that the executive would benefit from any increase in the company's stock price, even one that he had nothing to do with. And if the share's price went down - no worry, the option's target price would go down as well. "Heads, I win, Tails - I also win".Fried and Bebchuk paint a gloomy picture of the current state of affairs. They acknowledge that their work is primarily descriptive rather than normative, but they still offer two chapters of solutions.The first chapter focuses on various reforms, outlawing the most outrageous current schemes. That sounds to me like a good but essentially hopeless idea: No matter how many loopholes regulators would close, CEOs and their directors would always find new loopholes to exploit.More promising is the final chapter, which focuses on ways to improve corporate democracy. Currently, the firm's directors are more or less immune from challenges by shareholders. Bebchuk and Fried offer reforms that could make them more accountable.But to what end? The problem of collective action (one shareholder's actions serve the interests of non-active shareholders; this everyone has an incentive to do little) plagues corporations. Could better corporate governance really overcome it? I doubt it.I wish Fried and Bebchuk would expand their watch to look at executive compensation outside the US, or even in different eras of US history. In The Conscience of a Liberal,Paul Krugman argues that the massive pay to US executives is not inevitable - it is the results of specific political and economic forces in US society. Maybe the US can learn from the experience of others.Bebchuk and Fried's book is well written and very interesting, even if it is somewhat too detailed and technical for the casual reader. I recommend it if you want to know the nuts and Bolts of what "everybody knows".
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