http://www.businessweek.com/managing/content/feb2010/ca20100224_089346.htm

Executive Compensation and Public Outrage

What fueled public outrage wasn't how much execs got but how little the
rest of us did, says Camelia Kuhnen of the Kellogg School of
Management. The upside: increased shareholder activism

Bonus season is well under way, and the public outrage that last
year boiled over into protests at execs' homes, criticism from the
President, and demand for reform from an angry public seems to be at a
low simmer now. While there has been some criticism of the large
bonuses taken home by top execs at companies that took TARP money, and
many companies have changed their approach to compensation, there
hasn't been the sweeping regulation and widespread reform that was
demanded and promised, at least implicitly.

Professor Camelia
Kuhnen of the Kellogg School of Management at Northwestern University,
who has done extensive research on workplace incentives for CEOs,
recently spoke with Bloomberg BusinessWeek.com's Patricia O'Connell
about the relationship between public outrage and executive
compensation, and why it's the responsibility of shareholders, not the
government, to get involved. Edited excerpts of their conversation
follow.

What do you think about the state of exec comp? It was a big issue a year ago, and people were expecting a lot of reform.
We've
see the call for reform before. Back in the '90s, there was a similar
sort of public outrage [and that led to] changes in the law. Cash pay
had to be capped at $1 million [because] after that the tax
implications for the company were more severe.

Companies
invented other ways to pay CEOs that weren't subject to this cap.
That's when you saw stock options take off as a form of CEO pay. …The
public outrage recently has been about bonuses—the total value of pay
that executives receive, especially these banking execs. So the issue
is, if you regulate the way execs are paid, will they just come up with
new ways to pay executives that aren't in violation of regulation?

Do you think exec compensation is out of line?
I
don't think there is anybody who can say that they have the perfect
model for what CEO pay should be. I can give you one [theory] that is
very prevalent in the academic literature that gives a very rational
reason why some CEOs are paid a whole lot.

The [theory] is…if
you put together a very gifted CEO with a very large firm, wonderful
things are going to happen. All of these large firms that we have seen
show up in the economy would love to be matched with a very, very
talented CEO. …This is all about supply and demand. There is nothing
here [in this theory] about CEOs getting entrenched [with their boards
so] they are able to extract large amounts of pay.

There is some
truth to the [idea that it is about supply and demand] and there is
some truth to the idea that some CEOs are too entrenched with the board.

Is the solution then to change the governance model?
If
you have in place the right board of directors—people who do their
fiduciary duty, who understand who the best CEO is, what is the right
pay to attract and retain that person—if you have these people on your
board, then you will have the right CEO and the right pay.

Were the bonuses we saw for 2009 that just got handed out appropriate or not?
It is hard to justify why CEOs of firms that got bailed out got bonuses.

What about the companies that have paid back the TARP money?
As
long as the government is no longer involved in the firm, it is up to
the shareholders and to the directors to decide what is appropriate pay.

I
don't know who said this: "People get the leaders they deserve." I
think shareholders get the CEOs they deserve. If shareholders don't pay
attention, if they don't elect good directors and they don't monitor
management and go to meetings, they might get stuck with the CEOs they
deserve.

Is it really about individual shareholders? And last year we saw a lot of outrage that wasn't even coming from shareholders.
Shareholders can vote with their feet. Institutional investors can put forth proposals about pay and management.

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