New York Attorney General Eliot Sptizer’s lawsuit against former NYSE chief Richard Grasso is making business headlines nationally. Spitzer wants to force Grasso to return much of the $187 million compensation package Grasso engineered for himself.
In Minnesota, much attention is focused on compensation at UnitedHeath Group, where CEO William McGuire received $94 million last year and where five of its top executives fell into the 29 highest paid managers in the state.
Such news raises myriad questions. Is such high compensation unfair or morally wrong? Who, if anyone, is hurt when managers get apparently inordinate pay? Should it be limited by legislation and if so, what would be the outcome?
Economists perhaps too often shy away from making moral judgments, but compensation is an area where we have little basis to decide what is right or wrong. The public perceives, perhaps correctly, that very high compensation has to come from somewhere — either from pay for lower-ranking employees, from consumers who buy products from the firm in question, or from stockholders who see possible dividends diverted into pay packets for top managers.
High-level executives argue that their gain is not anyone else’s loss. They say it reflects instead the extra value created for society by their superior management of their firms’ resources. Hire less-expensive managers instead of us, they argue, and the firm will produce less with the same resources. Neither other workers, consumers nor stockholders will be any better off and may well be worse off, they claim.
Economists recognize this may be true in some cases, but that there is a fundamental breakdown in many others. Establishing economically efficient corporate governance is one of the knottiest challenges faced by economies in which joint stock corporations play an important part.
Twenty years ago, more economists accepted this argument: “We are just getting market-determined pay for the extra value we add.” Fewer feel that way now. Theoretical and applied academic research and headlines about firms such as Enron amply demonstrate that executives can and do divert funds to themselves that are not justified by value added or by market levels of pay.
This breakdown is an example of the “principal-agent problem.” Early, naive theories of human behavior in corporations assumed that managers made all decisions with the long-term best interests of the stockholders in mind. They did so, supposedly, because the stockholders had chosen a board of directors that closely monitored things.
The degree to which this actually occurs is pretty heartening. Human nature is such, however, that in many cases managers do act with their personal well being as the primary driver of their decisions. Information is of huge importance in modern businesses, and executives who control flows of information often effectively control boards of directors rather than the other way around.
This is particularly true in terms of executive compensation, where managers can hand-pick compensation consultants to do studies that — surprise, surprise — conclude existing key staff are underpaid by industry standards.
The problem is exacerbated by interlinked boards in which the CEO of firm A sits on the board of firm B. In that capacity he notes that the CEO of firm B should get a raise. CEO B, however, also sits on the board of firm A and supports similar raises for CEO A in turn.
While such tit-for-tat reciprocity is not always that common, active CEOs sitting on other firms’ boards tend to push higher CEO compensation, knowing that what goes around for executives generally comes around again. Some liken it to a modern, cynical version of casting one’s bread upon the corporate waters.
Diagnosing the problem is relatively easy. Solving it is much more difficult. The “let’s pass a law” impulse so strong in many liberals often produces draft legislation chock-full of perverse incentives that may make the situation worse or create new incentives for inefficient actions.
Activist attorneys such as Spitzer may take care of highly visible cases, but ad hoc litigation often is an expensive, haphazard way of dealing with such problems.
If many shareholders got up in arms it would help, but modern financial intermediation means that most of us invest funds in stock markets through mutual funds or 401(k) plans rather than directly into the company. As a result, few of us have little incentive to focus on the governance of any one firm or of firms in general.
The Sarbanes-Oxley bill, a highly imperfect piece of legislation, was drafted to correct some of the most perverse incentives in corporate governance. As it is applied right now, it is generating new information that ultimately will give us a better idea of how well or poorly it addresses existing problems. But regulating corporate governance is an ongoing problem and always will be.
If the Republican Party did not have so many members opposed to any form of regulation and if the Democratic Party had fewer people enthralled with symbolic but ineffective measures, we would all be better off. There is little evidence, however, of substantial movement toward a bipartisan consensus on effective corporate regulation. Expect more headlines like these recent ones in the future.
© 2004 Edward Lotterman
Chanarambie Consulting, Inc.