Executive Compensation

Financial World Now Has Stakeholders Aplenty

WEFNeal Lipschutz is attending the World Economic Forum in Davos, Switzerland.

The word “stakeholder” is used with some frequency in the press release announcing results of a World Economic Forum report on the future of the global financial system.

Though business fuzzy, the term stakeholder does take on greater resonance this year at the Forum’s annual meeting getting under way in Davos, Switzerland, as the emphasis of the get-together is on rethinking and rebuilding global financial architecture.

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The Volcker Rule, or Volcker Rules

At least for the day, the most powerful man in the U.S. financial industry and for equities markets is 82 years old, a man who ended his leadership of the Federal Reserve more than 20 years ago.

But Paul Volcker is back. Big time. Reportedly on the margins of the Obama administration even in his current role as an adviser, “the tall guy behind me,” in the words today of President Barack Obama, is back on stage figuratively and literally.

As the president announced two major initiatives that would radically change the world of America’s big banks, he was flanked by the Treasury Secretary, Tim Geithner, and economic adviser Larry Summers. He had with him two key Congressional leaders, Rep. Barney Frank, D-Mass., and Sen. Christopher Dodd, D- Conn. Importantly, he had Volcker and he had another regulatory veteran who’s been a straight shooter unbound by ideological restraints or misplaced party fealty. That’s William Donaldson, former head of the Securities and Exchange Commission.

Obama thanked both Volcker and Donaldson for their counsel, which, given the nature of the Obama proposals, was “old school” in more senses than simply a reference to the vast combined experience of both men.  

Agree with it or not, the “Volcker Rule,” enunciated by the president earlier today that would keep a bank from having anything to do with investment vehicles such as hedge or private equity funds, certainly signals Volcker’s return.

It is a fascinating resurrection. Volcker himself hasn’t changed his thinking. In fact, the consistency, strength and clarity of his convictions is what sets Volcker apart from so many other financial leaders inside or outside government. He tells it like he sees it and always has.

Just last month Volcker was pushing the essence of what’s now the “Volcker Rule” to a group of European bankers gathered at a Wall Street Journal conference in Horsham, England. I wrote then that he sounded like a disappointed and tough school master as he dismissed the bankers’ ideas for regulatory reform as “inadequate.” 

What has changed is the environment. The heavy, popular furor as big bank profits and big bonuses are rolled out likely played a role in the new Obama plan. That plan includes flat-out limits on bank size and restrictions on industry consolidation.

The election of a Republican as U.S. senator in Massachusetts, marking a  power shift in the Senate, might also have influenced Volcker’s rise and today’s program. Maybe the populist move is an attempt to get back on the favorable side of American voters.

Obama seemed a man trying to pick a fight with the banking industry. He used the word “obscene” again to talk about bonuses. He referred to a “binge of irresponsibility” by bankers that helped bring us last year to the edge of a second Great Depression. He scored bank industry lobbyists.

If enacted by Congress, these two points really do change the banking industry. Government involvement is significant. Bank freedom is clipped. Participants in the stock market know it and they don’t like it. The Dow Jones Industrial Average is down more than 200 points.

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Maybe Henry Ford II Had it Right

Posted by Neal Lipschutz on January 08, 2010
Banks, Corporate Governance, Economy, Executive Compensation, Media, Mergers & Acquisitions, United States, Washington / Comments Off

“Never complain, never explain.”

That line, attributed to Henry Ford II, son of the founder of Ford Motor Co., is advice usually taken as gospel by captains of finance and industry when their fortunes turn sour.

But recently we’ve had two former, quite prominent business leaders take different public tacks. Both left something wanting.

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It Is Nice To Be Wanted

Posted by Neal Lipschutz on December 31, 2009
Banks, Compensation, Credit Crisis, Executive Compensation / Comments Off

Recently freed of pay restrictions imposed as part of being a benificiary of the government’s TARP program, the board of directors of Wells Fargo & Co.  decided some extra compensation needed to be dispensed to the bank’s chief executive and three other top executives.

These and other Wells Fargo executives are being “increasingly and aggressively recruited by competitors,” said Steve Sanger, chair of the board’s Human Resources Committee, in a press release.

It’s smart to retain talented people, no doubt. But this stock grant also is more evidence that the world as seen by the boards and executives of big American commercial and investment banks is a very different place than that perceived by many other Americans.

The board did do the by now politically correct thing, given the hue and cry about executive compensation, by removing cash from the retention grants. CEO John Stumpf will get stock that right now is worth about $10 million if he sticks around three years and certain financial goals are met. The other three each get stock worth about $5 million under similar conditions.

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Chris Liddell’s GM Pay: Update

Posted by Gabriella Stern on December 22, 2009
Auto Industry, Compensation, Executive Compensation / Comments Off

Yesterday’s blog about Microsoft CFO Chris Liddell’s appointment as General Motors’ new CFO promised an update about his pay package. This story, by WSJ colleagues John Stoll and Joann Lublin, has the compensation info plus details of the “arm wrestling” that went on between GM’s board and the U.S.’s “pay czar” Kenneth Feinberg. It also reveals that GM began wooing Liddell before he quit the tech giant and indicates, as I surmised yesterday, that he could be an eventual GM CEO candidate.

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More Info For Investors, More Work For Lawyers

The Securities and Exchange Commission last week approved more information for investors about a range of important things from compensation policies to the qualifications of director candidates.

In reality, it’s hard to know how much it will help or how much will even be read. At one point in its new rules the SEC asks for a “narrative” about compensation practices, but it’s unlikely to provide work for unemployed English majors.

Instead, it’s probably will mean more deadly prose from corporate lawyers. They’ll woodenly say as little as possible to meet the requirements.

The enhanced proxy disclosures, which go into effect next February, do have some good points. Among them is the request to list the bona fides of director candidates that come from a board’s nominating committee.

Boards should have to stand up for their candidates. Presumably, such a qualifications report, including other directorships and past legal proceedings, will give shareholders a better sense of the people for whom they are casting votes. Maybe it will even discourage the recruitment of “trophy” directors, well known people whose achievements are in fields miles and miles away from what the company in question does for a living.

Also not bad in theory is the requirement that companies explain why they do or don’t  have the chairman and chief executive officer positions split between two people. The split’s a good thing if the chairman role is to have real meaning for governance and broad ethical oversight.

This rule doesn’t require a split, just some explanatory language.

The new rules also ask for insight into the board’s role in risk oversight for the company. Risk meltdown and poor models and controls were near the heart of the financial crisis from which we are slowly emerging.

To truly be effective in a risk management role, especially at financial companies where it matters most, you’d better have some strong and independent finance experts on the board. 

A legitimate financial eminence, former Federal Reserve Chairman Paul Volcker, recently said the chances of boards understanding the complex financial instrumenst developed by Wall Street in the past decade were “nil.”

And then there’s narrative. An SEC press release says a rule is designed to help investors determine whether “a company has incentivized excessive or inappropriate risk-taking by employees.”

“Among other things, it would require a narrative disclosure about the company’s compensation policies and practices for all employees …” It’s hard to imagine any company will publicly own up to pay policies creating excessive risks. More likely, we’ll be told everything is under control.

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Running GM: Also Not A Public Service

Posted by Chaz Repak on December 16, 2009
Auto Industry, Executive Compensation / 1 Comment

voltOn Monday, Bank of New York Mellon CEO Robert Kelly pulled out of the running for Bank of America’s top job, with compensation the apparent sticking point: As a TARP-funded company under the thumb of the government, B of A couldn’t put together a compensation package worth Kelly’s while. I blogged that running a $2 trillion bank is not a public service.

Apparently, Ed Whitacre thinks running General Motors is a public service. The chairman and interim CEO is interested in finding a permanent chief executive for the erstwhile world’s biggest automaker, but guess what: he’s limited by the feds’ executive-pay constraints. So he makes the job sound like its holder would be doing the company - nay, the country – a favor.

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Paul Volcker, Continued…

He left the helm of the Federal Reserve more than 20 years ago. He’s in his 80s.

And yet Paul Volcker has lost none of the fire and brimstone, moral indignation and personal authority that helped him lead the successful fight  in the 1980s against real, entrenched inflation in the U.S.

That thunder was on display today in Horsham, England, as Volcker addressed 100 or so leading bankers, investors and regulators gathered for The Wall Street Journal’s Future of Finance Initiative.

He scolded the gathering for a lack of industry leadership on compensation. He said no one has ever shown him any link between financial product innovation and a benefit to real economies. He said economic growth was higher at times when there was a lot less innovation.

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B Of A Out With Clever Finance Tool

Posted by Rick Stine on December 03, 2009
Banks, Corporate Finance, Executive Compensation, Wall Street, Washington / 2 Comments

bankamericaHow badly does Bank of America want to get out from under government supervision? Enough to have its bankers working overtime to dream up a way to do it ASAP with a clever financing structure that sidesteps a little share authorization issue. The company negotiated with the Treasury and the Fed to repay its $45 billion of government bailout money and to do so through an equity offering, existing cash and  an asset sale. It also agreed to pay some executives bonuses in restricted stock rather than cash.

It has been reported, though, that ever since Ken Lewis announced he was resigning from Bank of America, the bank has had an extremely difficult time finding a replacement – in part because of government intervention on pay packages for executives. So, getting out from under the government’s supervisory hand should make that hiring process a little easier.

But here’s the rub:

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The Way It’s Supposed to Work

Posted by Neal Lipschutz on December 03, 2009
Compensation, Corporate Governance, Executive Compensation, Public Relations, United States, Wall Street / Comments Off

News that Goldman Sachs Group Inc. is meeting with big investors in an effort to win approval, or at least staunch disapproval, of its generous compensation practices is a nice show piece for corporate democracy.

Hey, this is the way it is supposed to work. No government-appointed pay czar  needed. Wall Street Journal reporter Susanne Craig gets to the heart of the hub-bub around Goldman’s pay – especially after it received government aid and more broadly benefited from government interventions in financial markets. Click here to see her article.

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