Gregg Easterbrook wonders where the free-market conservative outrage at CEO overpay is. He's right: there should be a lot of it by now. At least, a bunch of conservative columnists should be ranting and raving about how CEO overpayments are another scandal produced by excessive government interference of some sort with the free market.
TNR Online | Greed Isn't Good (print)|
...The genteel larceny has reached the point that CEOs pay themselves enormous amounts even when there is zero pretense of management success. Establishing this premise, in 2000 overall CEO pay rose by 22 percent even as the broad market declined by 12 percent. The next year, 2001, John Chambers of Cisco Systems paid himself $154 million as his company was losing $1 billion. Edward Whitacre of SBC Communications, one of the Baby Bell offshoots, paid himself $80 million in 2001, even as his firm's stock price fell for the third consecutive year. That same year at AOL Time Warner, joint CEOs Gerald Levin and Steve Case paid themselves $148 million and $128 million, respectively, even as the combined company's valuation was contracting by $56 billion because of the two men's decision to merge. Fifty-six billion is almost as much money as disappeared in the entire Enron bankruptcy, meaning the AOL Time Warner CEOs lavished lucre on themselves while doing almost as much harm to stockholders as Enron did.
Such swindles ought to enrage conservatives and other champions of the free-market. After all, counterfeit corporate bookkeeping and unjustified CEO self-enrichment both represent lack of character--don't conservatives care about character?--and discourage investors from offering their capital. Yet we've heard almost nothing from conservatives denouncing the revelations of widespread corporate quasi-theft. Where for example are the voices of Gary Becker of the University of Chicago or of Milton Friedman--why are the great living conservative economists silent as big business pulls the wool over the free market? Has conservatism reached the point that any development that transfers money to white male CEOs is deemed acceptable?...
DAILY EXPRESS
Greed Isn't Good
by Gregg Easterbrook
Only at TNR Online
Post date: 07.01.02The corporate world is now embroiled in two controversies. There's the fraud at Enron, WorldCom, Arthur Andersen, and elsewhere; and there's the payment of absurd sums to CEOs. Both developments threaten the free-market system--you're kidding yourself if you don't think that big firms deliberately duping investors, or CEOs awarding themselves hundreds of millions of dollars that should have gone to stockholders, does anything other than erode the reputation of market economics. Both practices also trample important principles of conservative economics, as we'll see in a moment.
But the two controversies really aren't separate--they are one and the same. The motive for almost all the corporate deceit now being exposed was not "the pressure of quarterly profit statements," as spin has it. Yes, shareholders exert demands for positive earnings statements. But they would be irrational if they wanted to be deceived, which is what the unpersuasive "quarterly profits pressure" pretext boils down to. The motive for almost all the corporate cheating was not to issue pleasant earning statements but to run up the pay of CEOs.
Top managers of firms such as Enron, Global Crossing, and, it now appears, Xerox systematically lied about the condition of their enterprises to rationalize granting themselves huge sums diverted from equity. If this isn't common theft--lying in order to abscond with someone else's money--what is? While, we assume at this point, most CEOs haven't lied, many have exploited the lying-triggered "exuberance" to pay themselves exorbitant amounts. All the corporate lying has been devastating to shareholders, to the United States economy, and to the world standing of market economics. But, boy, has it been great for CEOs! Systematic corporate lying has created an environment in which top managers feel justified in paying themselves $100 million or more per year. And, amazingly enough, this cash-grab now continues even as business fortunes turn down.
The overt cheaters have profited brazenly: Kenneth Lay of Enron pocketing an extra $101 million in the months before Enron's collapse wiped out shareholders; Bernard Ebbers of WorldCom "loaning" himself $366 million in the months before his cooked books wiped out shareholders; L. Dennis Kozlowski of Tyco paying himself $426 million, from 1998 to 2002, even as his self-serving decisions were wiping out shareholders and driving the company into the ground.
Yet reach-and-grab by presumably respectable CEOs has been just as shameless. In 2000, to cite a few of many examples, John Welch of General Electric paid himself $144 million, Stanford Weill of Citigroup paid himself $90 million, Rueben Mack of Colgate paid himself $85 million, Louis Gerstner Jr. of IBM paid himself $102 million. The top ten CEOs in earnings for 2000 averaged $154 million, versus a top ten average of $3.5 million in 1980--a 20-fold increase, adjusting for inflation.
Originally, some of these huge paydays were rationalized as rewards for raising returns. Since then, big firms such as Xerox, Sunbeam, and Sun Microsystems have begun "restating" prior claims of returns--that is, admitting they lied about profits. (More than 500 corporate profit restatements have occurred in the last two years, dozens of times the historic rate.) Yet after phony profit claims are redrawn, the CEOs get to keep the cash effectively stolen. Ken Lay retains the millions he made by lying about Enron. Paul Allaire of Xerox picked up $16 million in 1998 and 1999 by cashing options when the company's stock price was artificially inflated based on fake profit numbers. Now the company has "restated," wiping out four-fifths of shareholder value, but Allaire gets to keep his tainted money.
The genteel larceny has reached the point that CEOs pay themselves enormous amounts even when there is zero pretense of management success. Establishing this premise, in 2000 overall CEO pay rose by 22 percent even as the broad market declined by 12 percent. The next year, 2001, John Chambers of Cisco Systems paid himself $154 million as his company was losing $1 billion. Edward Whitacre of SBC Communications, one of the Baby Bell offshoots, paid himself $80 million in 2001, even as his firm's stock price fell for the third consecutive year. That same year at AOL Time Warner, joint CEOs Gerald Levin and Steve Case paid themselves $148 million and $128 million, respectively, even as the combined company's valuation was contracting by $56 billion because of the two men's decision to merge. Fifty-six billion is almost as much money as disappeared in the entire Enron bankruptcy, meaning the AOL Time Warner CEOs lavished lucre on themselves while doing almost as much harm to stockholders as Enron did. (For notes on CEO pay numbers, click here.)
Such swindles ought to enrage conservatives and other champions of the free-market. After all, counterfeit corporate bookkeeping and unjustified CEO self-enrichment both represent lack of character--don't conservatives care about character?--and discourage investors from offering their capital. Yet we've heard almost nothing from conservatives denouncing the revelations of widespread corporate quasi-theft. Where for example are the voices of Gary Becker of the University of Chicago or of Milton Friedman--why are the great living conservative economists silent as big business pulls the wool over the free market? Has conservatism reached the point that any development that transfers money to white male CEOs is deemed acceptable?
his silence is even more startling when you think about how the CEO deceptions violate the basic precepts of the free market. Economic theory says markets work best with "transparency"--information must be accurate and must flow openly in order for markets to be efficient. Markets can't be efficient if corporations are lying about their financial condition, clouding the air with disinformation. "Clearing," one of the essential tenets of free market economics--driving all prices to their true value--can also happen only in the presence of accurate information available to anyone.
Next, consider the two standard rationalizations that CEOs have used to justify high pay--that top managers possess incredibly valuable expertise, and that the market price of executives is simply rising. The supposed incredibly valuable skills are increasingly turning out to be the willingness to lie and cheat. When Lay and other Enron executives defended themselves by insisting they were so totally, utterly stupid they had no idea what was going on around them, it might have been pointed out that these same inspiring felons originally justified their high pay on the grounds they were extraordinarily skilled financial geniuses.
Meanwhile, the headhunter market can't set accurate prices for what managers should be paid if that market if it is fogged over by falsified information. An executive who creates billions in value really is worth millions in pay. But jackpots are now going to CEOs who only seem to create extra value. CEOs said the soaring pay of the 1990s was warranted by skyrocketing profits; but adjusted for "restatements," it's now looking like big-company profits rose at little more than the historical rate in the 1990s. Through the huge, deceit-based runaway in executive pay, top managers have fostered an assumption that it's only natural for a CEO to make $50 million or $100 million a year merely for showing up at his desk. In fact this is an aberration--maybe, in some cases, a crime.
Richard Puntillo, a professor at the University of San Francisco business school, has noted that under U.S. securities law, in theory, publicly traded corporations have shareholders as their kings, boards of directors as the sword-wielding knights who protect the shareholders and managers as the vassals who carry out orders. In practice in the last decade, managers have become kings who lavish upon themselves gold, boards of directors have become fawning courtiers who take coin in return for an uncritical yes-man function, and shareholders have become peasants whose property may be seized at management's whim. The relationship between false corporate claims and CEO wealth is the driving factor. Why aren't the defenders of the free market rising up to oppose this systematic fleecing of the system that made American rich?
Gregg Easterbrook is a senior editor at TNR.
Posted by DeLong at July 03, 2002 09:51 AM
Very impressive G Easterbrook (GE) article, but what can we do about it ? Hmmm first who are "we". I'm going to fantasize that I am two thirds of the house and two thirds of the senate and can legislate (over Bush's probable veto). So what could be done ?
Well for one think we could make it illegal for people to have such high incomes (tax rates go to 100%). To be serious I'm going to try to present the plan as related to (disguised as) an extension of accounting standards for stock options. One of the key bits of fraud which GE oddly doesn't mention is that excecutive stock options are counted as costs for tax purposes and not counted as costs in profit and loss statements. Thus the CEOs are allowed to lie to share holders on the very basic point that money going to the CEOs does not go to the share holders too. All disinterested people seem to agree that this has to end. If one thinks that CEO compensation is so high as to damage efficiency (as well increasing inequality of course) one might want to go further and say that excec stock options get counted as costs in accounts but the costs are not deductable for tax reasons (Hey what's the point of being 2/3rds of the house and the senate if you don't get a chance to have some fun).
Getting more and more nearly serious as I go on, the problem seems to be that CEOs can exercise their options cash out and bear none of the "risk" (more like certainty in some cases) that profits will have to be restated. This is clearly bad. Even aside from fraud, this encourages a short term focus. Now I really almost think that the relationship between a CEO and the firm should be not indisoluble like marriage (was) but disoluble only by one party like serfdom. That is any deferred type compensation must be deferred until say at least one year after the CEO retires (company stock can be sold only then). If (s)he wants to consume can try to find a banker willing to borrow (at a fixed rate of interest) with the shares as collateral (transferred only in case of personal bankruptcy). Now that would be fun.
Notice the particular problem with options. The value of an option increases in the variance in the value of the underlying asset. Accounting tricks which might or might not be detected increase the variance in the value of stock (in theory that's the problem not tricking people on average). This means they increase the value of CEOs compensation. Means it's enough if you can fool all of the people some of the time.
Posted by: Robert Waldmann on July 5, 2002 11:58 AMIt is possible--I think it's unlikely, but it's possible--that the high-bracket rate cuts of the 1980s did a lot of social damage to America. Before 1981, high salary tax brackets were so high that companies didn't reward their CEOs with true fortunes--that would be too dissipative--but with status prizes of one sort or another. After the Reagan tax cuts, the cost of giving your CEO $10 million in aftertax salary is $20 million, not $80 million.
I think it's unlikely because I think that the key factor behind the winner-take-all CEO incomes aren't tax brackets, but the coming of the 1980s takeover boom.
Brad DeLong
Isn't GE great?
Posted by: Brad DeLong on July 5, 2002 06:53 PM> Well for one think we could make it illegal for people to have
> such high incomes (tax rates go to 100%).
Well, the whole developed world has been moving in the direction of a flatter tax structure (lower top income tax rates, higher payroll and sales/VAT taxes) for a generation now for a reason.
> One of the key bits of fraud which GE oddly doesn't mention
> is that excecutive stock options are counted as costs for
> tax purposes and not counted as costs in profit and
> loss statements.
That's hardly fraud since...
(1) Options shouldn't be counted in a company's P&L statement because they cost the company nothing -- no more any other issuance of shares does. So there's nothing wrong there; and
(2) Everybody knows it, and fraud requires some kind of deceit.
The value of exercised options is transferred from other shareholders. Options water the stock.
Thus, a much, much, more serious problem is that it's possible today for top execs to issue large grants of options to themselves *without* shareholders knowing it -- at the other shareholders' expense. That's "fraud", if you will, and a real problem of corporate governance.
Even should that be corrected the systemic problems with options are (1) they promise upside reward with no downside risk, and (2) in the short run 80% of a stock price change results from movement of the market. So reward (or lack of it) through options depends much more on the stock market's performance than the company's.
A hedged compensation unit, long the company's stock and short the market, is an apparent answer, but both the tax code and GAAP rules are hostile to the idea. Another opportunity for reform.
> It is possible -- I think it's unlikely, but it's possible -- that
> the high-bracket rate cuts of the 1980s did a lot of social
> damage to America.
I think it's unlikely too. Quite.
> Before 1981, high salary tax brackets were so high that
>companies didn't reward their CEOs with true fortunes
> -- that would be too dissipative...
Oh, don't you believe it. In the "good old days" of huge top tax brackets the effective tax rate (tax/gross income) fell as income rose.
E.g.: in 1965, when the top marginal tax rate was 70%, people
with income ...
* From $100k to 550k paid an effective tax rate of 36%.
* From $500k to $1 million paid an effective tax rate of 33%.
* Over $1 million paid an effective tax rate of 30%.
[IRS Statistics of Income]
The Tax Code was replete with loopholes to make such high top rates sustainable. Remember the *other thing* about the Reagan (& Bradley) Tax Reform was that it got rid of those loopholes.
Now the effective tax rate actually increases as income does all the way up!
(And note that back then the effective rate for the richest fell to a rate below today's top marginal rate that people actually pay.)
> I think it's unlikely because I think that the key factor behind
> the winner-take-all CEO incomes aren't tax brackets,
> but the coming of 1980s takeover boom.
Rather, the stock market boom that made the options so lucrative. But that's over.
However comparable incomes are continuing for top paid sports players, tort lawyers, media personalities, popular authors, and so on down a long list, and again I wonder why the discussion of "income disparity harming society" always seem to focus exclusively on CEOs.