Executive Pay Under Microscope
This article is from the archive of The New York Sun before the launch of its new website in 2022. The Sun has neither altered nor updated such articles but will seek to correct any errors, mis-categorizations or other problems introduced during transfer.

The chairman of the House Financial Services Committee, Rep. Barney Frank, and other committee members plan to hold hearings next month on executive compensation during which they will be examining whether executives at publicly traded corporations are too richly paid.
Although there are a few thousand publicly traded companies, stories of unusually generous pay packages focus on just a few, including Home Depot, Exxon Mobil, Goldman Sachs, and Pfizer. Salary, bonuses, benefits, and stock options for their CEOs have been valued in the tens or even hundreds of millions of dollars. Some compensation usually reflects substantial increases in the equity value of the companies, or the contract terms for termination.
The congressional hearing will focus on a few themes — none particularly helpful.
The first is raw envy. It is difficult not to covet the income that dwarves by several hundred- or thousand-fold that of most Americans. But such high compensation is not exclusively rewarded to CEOs. In a list of the wealthiest Americans, most are entrepreneurs and financiers; few are professional managers or CEOs. If Congress were to hold a hearing on all individuals whose wealth increased by more than $10 million last year, CEOs would not be the primary target.
The median compensation of the CEOs of the few thousand publicly traded firms in America was $2.9 million in 2005, nearly 80 times the median income of American workers. Meanwhile, every major professional sports team has several players earning more than $2.9 million on the field, and some earn even more off. The average NBA player earns $5 million. Why is it that we covet the compensation of CEOs but not other professionals? Don’t expect congressional hearings on compensation of professional athletes.
The second theme is overcompensation for poor performance. CEO performance is not easy to measure. Exxon earned $377 billion in profits last year while Ford lost more than $12 billion. Regardless of the CEO, Exxon was going to outperform Ford in 2006.
The challenge is measuring the value added by the CEO in each circumstance. Currently, contracts determine CEO compensation. A troubled corporation is thus able to bid for the services of a talented CEO in the hopes of turning major financial disaster into less serious financial disaster. With mandated performance-based compensation, those contracts would be difficult to negotiate.
A third theme is that publicly traded corporations overcompensate their CEOs. For every publicly traded company there are thousands of privately held firms. Large privately held corporations compete with publicly traded corporations for the same talent pool of CEOs and presumably pay the same compensation levels.
A fourth theme is that corporate boards do not adequately protect the interests of shareholders. The SEC has tightened regulations of corporate boards to make them more transparent and accountable. Calls for shareholders to vote on executive compensation are not matched with calls for shareholders to vote on even larger corporate decisions such as building new plants, launching new advertising campaigns, or refinancing debt. If boards are not trusted to decide executive compensation, how can they be trusted to make much larger corporate decisions?
In recent years, largely as a result of the costly burdens of the Sarbanes-Oxley law — particularly on small publicly traded firms — several publicly traded firms have migrated to privately held status. If Congress or the SEC were to limit the structure of contracts with CEOs, even more companies would go private. It is hard to understand the public interest in discouraging companies from being publicly held.
Publicly traded corporations compete for the trust of investors. If corporations believe that investors want to vote on executive compensation, such votes can be arranged under current rules. However, new rules on shareholder votes would be unwise. Investors displeased with board decisions have several choices: They can seek to have the board make different decisions; they can seek to elect different board members; they can shift their investments to other companies whose corporate governance and board decisions are more pleasing, or they can ask the government to expand regulation. Regrettably, this last option will be most visibly on display during the congressional hearings.
A former FCC commissioner, Mr. Furchtgott-Roth is president of Furchtgott-Roth Economic Enterprises. He can be reached at hfr@furchtgott-roth.com.