美国的CEO并不是收入最高的人群。不幸的是，由于泄露规则的存在，他们是最引人注目的人。本季委托书征集季恰逢大选之年，此次大选中，收入差距成为了两个政党的候选人热议的话题，这就意味着CEO们的收入将会被公布于众。但是难以回避的是，即使是在最富有的阶层当中，CEO的薪水是过高的。
说是薪水过高，我并不是简单的指工资过高。我们生活在一个资本主义社会，每一个人都有权利去拿自己应得的报酬。但是举一个比较耀眼的例子：Larry Ellison，甲骨文有限公司CEO，自从2008年以来，自己就持有6000万美元的股票。即使Ellison做出了许多具有开创性的贡献，而且也独具管理才能，但是说他的待遇过高一点也不为过。
重新修改CEO的薪水——更多的是对CEO真正价值的反思——是在将美国信念融入于商业和平等退休待遇上一个时间较长的过程。怎样才能拿到6000万美元是问题的关键。
但是首先要明确一点。在2008年，标普500公司的CEO们的薪水总额还不到有些人赚取利润的1%。所以把收入差距过大的责任完全归咎于CEO是不公平的。为CEO体系辩护的人提供一些数据，进一步说明这个问题。上市公司的CEO们薪水已经提高了，同理，电影明星，地产要人和私有企业家的收入也都相应的提高了：全球化和现代科技制造了一个更广阔的市场。甚至是并不是豪富阶层的奥巴马总统，也在去年的12月承认，在过去的几十年中，科技的巨大进步使得企业能够用少的人力完成更多的工作，在整个世界范围内开办商店，雇佣店员也变得更为简单了。仔细研读，意味着这1%的人拿到的利润更多，因为从经济学的角度讲，他们是在赚钱。
芝加哥布斯商学院教授Steve Kaplan表示，这个体系已经是这样了。从2000年到2010年，标普500公司里的中等企业的CEO收入从500万美金增长到了800万美金。（这些数字是指实际收入。）Kaplan指出，CEO的薪水是根据他们的工作表现而定的。根据字面意思理解，这个说法是正确的：如果公司运行良好，那么CEO的收入自然就高一些。但是，如果公司的业绩相对于预想的效果，表现平平，甚至是不合格，他们的收入还是这些。苹果新任CEO库克也许无论从哪方面来讲都与乔布斯旗鼓相当，但也可能不是这样的。苹果公司的董事们并没有利用时间来检验结果如何。在库克成为苹果CEO的第一年就拿到了未来10年里3780万美金的工资薪酬。
对于天价薪酬的真正解答应该是机构设置问题。代理机构充当了一个中介的作用。他们在并不完善的市场中发展壮大，在这部分市场中即使有薪资水平反馈，速度并不那么迅速。负责转送薪酬的基金经理人，依靠中介的地位性质赚足了客户的感谢。银行雇佣的按揭贷款交易员赶上好时候，能够拿到十分不错的奖金，但是也要为他们的客户规避损失。他们其实是乘了老板的免费班车。
CEO的状况也是如此，尽管不是所有的人都这样。（比如，微软的Steve Ballmer并没有自己的股票，也没有140万美元的补偿。）但是所有的CEOA其实是在一个扭曲的市场相互竞争。那么作为CEO从一个公司跳到另一个公司的时间大概有多长时间呢？一个公司又会在多长时间以后解雇CEO呢？现在来说，这个频率比过去要高的多了。但是市场的灵活性始终没变。，而且考虑到成本开销的问题，解雇的例子变得鲜有发生。维亚康姆的高层管理人员在2010年拿到了8400万美元的收入S，而纳伯斯工业的Eugene Isenberg因为同意放弃工作，去年也拿到了1亿美金的奖励。这些事情听起来都比较离奇，很难想象会发生在一个理性市场当中。
代理问题的存在时间同公有制问题一样长，尽管这一问题直到20世界80年代哈佛商学院教授Michale Jensen提出后才变得引人注目。他认为，CEO同私人企业家不同，私人企业家几乎没有股权，而且在一般的企业中也只有很少的股票。在1989年，哈佛商报的《上市公司的衰退》文章中，Jensen指出，上市公司的股东们已经成为了滑刺。当然，目前还没有足够的私人资金来代替上市公司这些投资人的资金。Jensen指出，对于上市公司来讲，下一个事情就是给予企业高官们更多的股权，让他们拥有和私人企业高管们同样的待遇。
如果哈佛商学院认为股权对于美国来说是个好事，那么公司的高管们当然求之不得把这些股权拿走。根据业绩来定薪资是这个计划的咒语，但是在随后的网络泡沫中很明显的是，股权并没有按照预想中的发展。
Chief executive officers are not the only highly paid people in America. It’s just their misfortune that, thanks to disclosure rules, they’re among the most visible. This proxy season coincides with an electoral cycle in which income inequality has become a populist issue for candidates in both parties, which means CEO paychecks will be scrutinized as never before. And what can’t evade discovery is that, even among the very rich, CEOs have been consistently overpaid.
By overpaid, I don’t mean merely highly paid. We live in a capitalist country, and talent is entitled to fetch its price. But to take just one shining example, Larry Ellison, CEO of Oracle (ORCL), has gorged himself on more than $60 million in stock options every year since 2008. Even if Ellison did groundbreaking work and was a juggernaut of management brilliance, abusive would not be too strong a word.
Fixing CEO pay—making it more reflective of what executives are truly worth—would go a long way toward restoring America’s faith in business, and in equal treatment. How, is the $60 million question.
One myth should be cleared at the outset. In 2008, the CEOs who run companies in the Standard & Poor’s 500-stock index earned, in total, less than 1 percent of what everyone who’s a 1 percenter earned. So it’s unfair to blame CEOs alone for fostering inequality. Defenders of the system cite such data to advance a larger claim. Pay for public company CEOs has risen, they say, for the same reasons it has for movie stars, real estate moguls, and private entrepreneurs: Globalization and technology has created a wider market. Even President Obama, no friend of the very rich, acknowledged in December that “over the last few decades, huge advances in technology have allowed businesses to do more with less, and made it easier for them to set up shop and hire workers anywhere in the world.” Read thoughtfully, that implies that 1 percenters are taking home more because, in an economic sense, they’re earning it.
“The system has worked,” says Steven Kaplan, a professor at Chicago Booth School of Business. From 2000 to 2010, compensation for the median CEO in the S&P 500 rose from $5 million to just over $8 million. (Those figures represent actual dollars received; when calculated by the value of options at the time of grants, pay over the period began and ended at $8 million.) Kaplan asserts that CEOs are “paid for performance.” In a literal sense this is true; CEOs did earn more when their companies succeeded. But they earned so much, as well, for ordinary and unquantifiable performance as to undermine the intended effect. Apple’s (AAPL) new CEO, Tim Cook, may turn out to be every bit as good as Steve Jobs, or he may not. Apple’s board did not wait to find out. In his very first year as CEO, Cook was awarded a pay package worth $378 million over 10 years.
The real explanation for sky-high pay lies in the “agency” problem. Agents exploit their role as intermediaries. They thrive in imperfect markets in which pay scales do not respond quickly, if at all, to results. Hedge fund managers who deliver mediocre returns get rich thanks to their role as agents. Mortgage traders employed by banks got huge bonuses in the fat years but ducked responsibility for losses; they got a free ride on their employers’ capital.
So do some CEOs—though certainly not all. (Steve Ballmer of Microsoft (MSFT), for example, gets no options and total compensation of $1.4 million.) But all CEOs compete in a warped marketplace. How often does the head of Company X leave for Company Y? How often does a corporation sack its head? It happens more than it used to, but the market remains inflexible, and firings are rarely for reasons of expense. Consider that Philippe Dauman, the chief executive of Viacom (VIAB), speared $84 million in 2010, and that Eugene Isenberg of Nabors Industries (NBR) was awarded $100 million last year for agreeing to relinquish his job. These may be anomalies, but it’s hard to imagine them happening in any rational marketplace. The agency problem in the corner office is as old as public ownership, though it was most famously brought to light in the 1980s by Harvard Business School professor Michael Jensen, who observed that CEOs, unlike private entrepreneurs, owned little stock and had scant stake in the common corporate purpose. In a 1989 Harvard Business Review article, “Eclipse of the Public Corporation,” Jensen suggested that public shareholders had become passé. Of course, there was nowhere near enough private capital to replace the mass of public investors. For the public companies that remained un-eclipsed, Jensen reckoned, the next best thing would be to shower stock options on the executives, endowing them with the same incentives as their peers at private firms.
If Harvard Business School thought stock options were good for America, corporate executives were perfectly willing to take them. “Pay for performance” was the mantra, but in the aftermath of the dot-com bubble it became abundantly clear, not least to Jensen, that options had not performed as hoped.
Executives who were shielded from losses chased the upside and exposed their firms to excessive risk—Bernie Ebbers at WorldCom and Ken Lay at Enron being just two examples. When bucketfuls of options were awarded year after year, executives had nothing to lose. In 2008, after promoting Vikram Pandit to CEO, Citigroup (C)gave him $29 million in stock awards plus $8.4 million in options. Alas, the stock cratered. Compensating Pandit (but not, of course, the public shareholders) for this bad luck, Citi’s directors last year agreed to 500,000 more stock options and a $10 million stock award. These will reward Pandit for earning back the capital that, under his tenure, Citi had previously lost. The problem is systemic. From 2000 to 2010, shareholders lost 14 percent playing the S&P 500. But CEOs kept raking it in.
Jensen, still looking for solutions, has only gotten more outraged. In a blistering new paper, “CEO Bonus Plans: And How to Fix Them,” co-authored with Kevin Murphy, he observes that “almost all CEO and executive bonus plans have serious design flaws.” The pair find, across the board, that bonuses are ripe for gaming and executives benefit from too much upside with little downside. Jensen and Murphy propose that guaranteed salaries be lower and bonuses higher—with bonuses deposited into a notional bonus “bank” and paid out over time. Poor performance would reduce the exec’s “deposit.”
That’s a fine start, but why stop there? It also makes sense to reduce the number of overlapping incentives. (Oracle paid its new president, Mark Hurd, in six different ways in 2011, totaling $78 million.) As Murphy says, “It was never our intention that companies would layer options for free on top of all these other forms of pay.” Stock grants and options should be dished out only at far less frequent intervals. Otherwise, execs get a bump merely for recouping prior losses. Also, huge exit packages, which make a mockery of Kaplan’s claim that failed CEOs suffer real punishment, have to be curbed. The best way to ensure such reforms is for Congress to legislate binding shareholder votes on any package worth more than, say, $5 million. Let shareholders be their own agents.
