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CORPORATISM -
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Big payoff in CEOs' stockings

Posted in the database on Monday, December 26th, 2005 @ 12:50:06 MST (2240 views)
by David Lazarus    San Francisco Chronicle  

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Today's the day to count your blessings.

And if you're the chief exec of a major American corporation, you'll probably want to sit down. That count could take a while.

We learned the other day, for example, that John Mack, CEO of brokerage Morgan Stanley, will receive a bonus of $11.5 million for all his hard work this year.

Never mind that he's only been on the job for five months.

At Goldman Sachs, meanwhile, CEO Henry Paulson will pocket a bonus this year of about $38 million. This will help compensate for the mere $30 million he received last year.

CEO pay continues to soar, wildly outpacing the salaries of rank-and-file workers. That probably won't stop anytime soon, but legislation in Congress might at least make companies more accountable for fat compensation packages lavished on the boss.

The Protection Against Executive Compensation Abuse Act -- HR 4291 -- would require companies to spell out clearly what their top execs are making (including pensions, golden parachutes and other perks). Such disclosure would have to be made in an annual report to shareholders.

The report also would have to include all "short- and long-term performance measures" that will be used to determine future CEO pay. Shareholders would be able to reject any performance measures deemed inappropriate or inadequate.

It's amazing that CEO pay is so obscene and so opaque that legislation is necessary to make companies come clean about how much their top guys (and it's almost always a guy) are pulling down.

"Transparency is a big problem," said Paul Hodgson, senior research associate at the Corporate Library, a research firm specializing in corporate governance. "Disclosure levels in the United States are not as good as in other parts of the world."

For instance, it was reported last week that some companies actually pay the personal taxes of their CEOs as part of compensation packages. But you wouldn't know this in many cases unless you waded through the footnotes of regulatory filings.

In a recent report, Hodgson found that the median year-on-year increase in total CEO pay doubled last year to more than 30 percent. The average increase was 91 percent, thanks to 27 CEOs who made more than 1,000 percent more than they were paid a year earlier.

(Hodgson didn't include Cisco Systems' John Chambers, who received a salary of just $1 in 2003 but, thanks mostly to stock options, took home $38 million last year -- an increase of 4 billion percent.)

The Corporate Library report is arguably the most thorough accounting of CEO pay available. Its figures are based on the proxy statements of the country's 1,850 largest companies.

Hodgson said he expects CEO pay to once again rise by about 30 percent this year (we won't know for sure until most 2005 proxy statements become available next spring).

What Hodgson does know, however, is that the huge wads of cash filling the stockings of CEOs are seldom tied to their companies' financial performance.

"There are a few companies where this is the case," he said. "But in general, they are not."

So how does he account for the huge amounts of money these guys are making?

"I honestly don't know," Hodgson replied.

Perhaps if the Protection Against Executive Compensation Abuse Act passes, we'll all have a better shot at answering this question.

The bill is sponsored by Rep. Barney Frank, a Massachusetts Democrat. I'd encourage you to send him a note of support, but he doesn't take e-mail from people outside his district.

Similarly, it's impossible to e-mail the House Committee on Financial Services, where Frank's bill now resides. So much for transparency.

Something tells me, though, that corporate America knows just whom to contact to fight this thing.

Holiday bird: Speaking of the magic of Christmas, the festive folk at San Francisco ad agency Venables, Bell & Partners have mailed out "holiday fingers" that cover a certain middle digit long associated with a most un-merry sentiment.

"The next time someone questions your good cheer," the box says, "simply slip the comfortable, festive, 100 percent Egyptian cotton sheath over your longest and most expressive digit.

"Then hold it up directly in front of their nose and show them exactly how much goodwill to mankind you hold in your heart. We're pretty sure they'll leave knowing exactly where you stand."

Paul Venables, the agency's co-founder, told me the fingers are a response to "all the people who fake holiday charm."

"The holidays are overdone and this is a reaction to that," he said, adding that he mailed out about 150 fingers, "mostly to people who understand our sense of humor."

Programming note: I'll be AWOL from these pages for the remainder of the year -- burning off the last of my vacation time -- but not out of reach.

I'll be sitting in for Gene Burns on KGO radio Monday through Friday, 7 p.m. to 10 p.m., 810 on your AM dial. Give a call at 808-0810 (all area codes) if you want to vent, gripe, rant or otherwise revel in this special time of year.

And happy holidays to you and yours.

David Lazarus' column appears Wednesdays, Fridays and Sundays. Send tips or feedback to dlazarus@sfchronicle.com.



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