Thoughts On Executive Compensation

How likely is it that a CEO who has already been paid more than, say, $10MM by a company in total compensation, is truly motivated thereafter to take appropriate risks in order to earn shareholders a consistently superior return to that which they may receive from an index fund?

It strikes me as more hypothetical than practical that an already-wealthy CEO will still behave like a hungry decision maker who is straining to earn every last nickel of total return in the equity markets for his shareholders. How many of us would still feel the need to take chances when we already had more money than we reasonably required to live comfortably thereafter?

In my opinion, once a CEO has earned in the neighborhood of $10-15MM in compensation from a company’s shareholders, s/he should be given a new performance target: exceed the S&P500’s total return in each calendar year, or over an average of a few years, or face immediate dismissal.

My equity performance research confirms that it is a very rare company that can consistently outperform the S&P500 for more than a few years at a time. So many things can befall a firm that it takes quite a bit of effort and competence to accomplish this feat for even five years. As a shareholder, I would be suspect that a wealthy CEO with more than five years in the job is going to take appropriate risks, should hard times arrive on his watch.

Therefore, putting a wealthy CEO on notice that perfect performance, relative to the market, is now required, would be likely to return his behavior, and that of the firm, to that of a hungry, focused enterprise actively striving to be the best purveyor of customer solutions in its chosen markets.

If a CEO could not do this, what have shareholders lost by replacing him? He hadn’t achieved a superior return for them, relative to what they could earn in a market index fund. Any other viable candidate would be preferable. Should the incumbent CEO revive the firm’s fortunes, then he is, again, worth his compensation for having created even more shareholder wealth at superior rates of return.

Either way, it begs the question of why shareholders should tolerate the employ of CEOs whom they have made wealthy, but who cannot return the favor at an above-market rate of return.