Pay without Performance

Pay without Performance PDF

Author: Lucian Bebchuk

Publisher: Harvard University Press

Published: 2006-09-30

Total Pages: 293

ISBN-13: 067426195X

DOWNLOAD EBOOK →

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Stealth Compensation Via Retirement Benefits

Stealth Compensation Via Retirement Benefits PDF

Author: Lucian A. Bebchuk

Publisher:

Published: 2009

Total Pages: 34

ISBN-13:

DOWNLOAD EBOOK →

This Article analyzes an important form of stealth compensation provided to managers of public companies. We show how boards have been able to camouflage large amounts of executive compensation through the use of retirement benefits and payments. Our study illustrates the significant role that camouflage and stealth compensation play in the design of compensation arrangements. It also highlights the importance of having information about compensation arrangements not only publicly available but also communicated in a way that is transparent and accessible to outsiders. To improve the transparency of executives' retirement payments and benefits, we propose several changes in current disclosure requirements. Among other things, firms should be required to report to investors each year the dollar value of all the retirement benefits to which their executives become entitled. For example, firms should disclose to investors the annual buildup in the actuarial value of executives' retirement plans, as well as the tax savings reaped by executives at the company's expense through the use of deferred compensation arrangements. Firms should also disclose to investors each year the present value of all the retirement benefits their top executives have accumulated.

Pay Without Performance

Pay Without Performance PDF

Author: Lucian A. Bebchuk

Publisher: Harvard University Press

Published: 2004

Total Pages: 308

ISBN-13: 9780674020634

DOWNLOAD EBOOK →

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Executive Compensation Best Practices

Executive Compensation Best Practices PDF

Author: Frederick D. Lipman

Publisher: John Wiley & Sons

Published: 2008-06-27

Total Pages: 336

ISBN-13: 9780470283035

DOWNLOAD EBOOK →

Executive Compensation Best Practices demystifies the topic of executive compensation, with a hands-on guide providing comprehensive compensation guidance for all members of the board. Essential reading for board members, CEOs, and senior human resources leaders from companies of every size, this book is the most authoritative reference on executive compensation.

Stealth Compensation

Stealth Compensation PDF

Author: Kristina Minnick

Publisher:

Published: 2014

Total Pages: 42

ISBN-13:

DOWNLOAD EBOOK →

Companies can increase executive compensation by allowing dividends to be paid on unvested restricted stocks grants, also known as stealth compensation. Examining all S&P 500 firms over the period 2003-2007, we find that more than half of the dividend paying firms allow this practice. We look at whether this form of compensation reduces agency costs or decreases value for shareholders. We find that CEOs' stealth compensation amounts to an average $180,000 in additional income, which increases the CEOs' cash compensation and total compensation by 9% and 2% respectively. Firms engaging in stealth compensation have higher dividend payout ratios than those not allowing stealth compensation. For all firms using stealth compensation, there is a reduction in average ROA and Tobin's Q over the long run. However, stealth compensation companies with potential agency issues see a meaningful improvement in their long run performance. For weakly governed companies, stealth compensation may act as a bonding mechanism which may serve to reduce agency costs and therefore increase shareholder value.

Effective Executive Compensation

Effective Executive Compensation PDF

Author: Michael Dennis Graham

Publisher: AMACOM Div American Mgmt Assn

Published: 2008

Total Pages: 545

ISBN-13: 081441012X

DOWNLOAD EBOOK →

After the Enron, Tyco, and WorldCom debacles, we all know what can happen when executives go wild. Creative accounting, inflated pay, runaway perks-and a downward spiral of the companies they run.

Stealth Compensation Via Retirement Benefits

Stealth Compensation Via Retirement Benefits PDF

Author: Lucian A. Bebchuk

Publisher:

Published: 2004

Total Pages: 31

ISBN-13:

DOWNLOAD EBOOK →

"This paper analyzes an important form of?stealth compensation? provided to managers of public companies. We show how boards have been able to camouflage large amount of executive compensation through the use of retirement benefits and payments. Our study highlights the significant role that camouflage and stealth compensation play in the design of compensation arrangements. Our study also highlights the importance of having information about compensation arrangements not only publicly available but also communicated in a way that is transparent and accessible to outsiders. We propose requiring public companies to place a monetary value on all retirement benefits to which their executives become entitled. In particular, firms should disclose to investors the annual buildup in the monetary value of executives' retirement benefits, including the value of tax savings reaped by executives at the company's expense"--John M. Olin Center for Law, Economics, and Business web site.

Research Handbook on Executive Pay

Research Handbook on Executive Pay PDF

Author: John S. Beasley

Publisher: Edward Elgar Publishing

Published: 2012-01-01

Total Pages: 553

ISBN-13: 1781005109

DOWNLOAD EBOOK →

Research on executive compensation has exploded in recent years, and this volume of specially commissioned essays brings the reader up-to-date on all of the latest developments in the field. Leading corporate governance scholars from a range of countries set out their views on four main areas of executive compensation: the history and theory of executive compensation, the structure of executive pay, corporate governance and executive compensation, and international perspectives on executive pay. The authors analyze the two dominant theoretical approaches – managerial power theory and optimal contracting theory – and examine their impact on executive pay levels and the practices of concentrated and dispersed share ownership in corporations. The effectiveness of government regulation of executive pay and international executive pay practices in Australia, the US, Europe, China, India and Japan are also discussed. A timely study of a controversial topic, the Handbook will be an essential resource for students, scholars and practitioners of law, finance, business and accounting.