Investors fear use of clever accounting to trip bonuses

Large investors fear FTSE 100 companies are using clever accounting techniques to trigger high executive bonuses and mask poor financial performance.The concerns come as research shows the difference between stated and adjusted operating profits for the UK’s top-100 quoted companies is at 51 per cent — the widest gap in a decade. In 2007 the split was just 15 per cent.

Russ Mould, investment director at AJ Bell, the investment company that carried out the research, said the figures suggested equity markets were nearing “the top of a cycle”.

“As growth gets harder to generate, there is a temptation to employ different financial tactics to generate it, either to appease return-hungry shareholders or hit bonus triggers,” he said.

“If a share price suddenly turns and the economic cycle turns with it, investors [will be left] wondering why something that looked like a sound investment on paper is now a terrible one in reality.”

The growing use of revised profit figures have made shareholders and analysts increasingly wary of these numbers, according to Andrew Millington, head of UK equities at Standard Life Investments, one of Britain’s largest fund companies….

David McCann, an analyst at brokerage Numis, said more companies were reporting adjusted profit figures as “it is becoming harder to deliver growth in a low return environment”.“Companies are looking for ways of showing optical growth so they don’t have to report declining results. Manager pay is increasingly being linked to earnings-based measures, so there is increasing motivation to boost those measures,” he said.

Source: Investors fear use of clever accounting to trip bonuses

Rising Angst Among Defenders of Overpaid CEOs – Inequality.org

Getting rid of the new pay ratio disclosure requirement scheduled to take effect next proxy season may be harder than the Trump administration thought.  I was particularly heartened by this article’s reporting on the number of comments in favor of the proposal (and how that avalanche of comments makes it harder to rescind the rule).  And I was particularly amused by the Chamber of Commerce’s desperation ploy when it’s usual “burdensome” argument failed.  It’s next attempt was claiming that people might actually use those disclosures to make policy.  Uh, that’s the point of information and data, right?

Overpaid CEOs enjoyed a sweet victory in June when the House of Representatives took action to protect them from having to disclose how much more money they make than their workers.But the celebration didn’t last long. The odds of the Senate taking similar action any time soon were always long. Now, given the health care quagmire, these odds are even longer.

Source: Rising Angst Among Defenders of Overpaid CEOs – Inequality.org

CEOs Cut Investment To Sell Their Own Shares At High Prices – Alex Edmans

A new look at “short-termism” examines the link between vesting of the CEO’s shares and reduced growth rate in investment, suggesting an inverse correlation between what’s best for the CEO and what’s best for shareholders.

Rather than studying the shares that the CEO actually sells, we study the amount of shares that are scheduled to vest. For example, if a CEO was given a chunk of shares in Q3 2012, with a 5-year vesting period, they first become saleable in Q3 2017. CEOs typically sell a large portion of their shares when they vest, to diversify their portfolio (we verify this in the data). Thus, if the CEO knows that her shares will be vesting in Q3 2017, and so she’s likely to sell a large portion, she has incentives to cut Q3 2017 investment. Importantly, the driver of Q3 2017 vesting equity is the decision to grant the CEO shares back in Q3 2012. That was five years ago, and so is likely exogenous to (not driven by) Q3 2017 investment opportunities. Thus, any correlation between Q3 vesting equity and Q3 investment cuts is likely to be causal.

We include both shares and options in our measure of vesting equity and estimate this amount at the quarterly level. This is because the highest frequency with which investment is reported is also at the quarterly level. We regressed the change in investment (measured five different ways) on vesting equity and many control variables that may also drive investment cuts (e.g. investment opportunities or financing constraints).

We find a significant negative correlation between vesting equity and the growth rate in investment – using all five investment measures.

Source: CEOs Cut Investment To Sell Their Own Shares At High Prices – Alex Edmans

Rosanna Landis Weaver reviews The CEO Pay Machine 

Our favorite expert on CEO pay, As You Sow’s Rosanna Landis Weaver, likes Steven Clifford’s new book, The CEO Pay Machine: How it Trashes America and How to Stop It.  We recommend the book and Weaver’s review:

Clifford takes apart all the components with a fresh eye. He is skeptical, for example, of the mantra of pay for performance. He notes that bonuses that don’t change behavior are a waste of money, and that many that do change behavior may change it for the worse. “All pay-for-performance systems cause more harm than good,” he writes. “They generate perverse incentives, undeserved and often absurdly high bonuses, and damage the companies that use them.” … He also speaks with great insight about the role of directors. “It’s impractical, if not impossible,” he notes, “for board members committed to being supportive players on the team to transform themselves into hard-nosed negotiators.”

Source: Book Review: The CEO Pay Machine – CEO Pay Updates: 2017 Proxy Season

Opioid Controversy: McKesson CEO’s Bonus Draws Shareholder Ire | Fortune.com

The Teamsters pension fund has written to shareholders about excessive compensation at McKesson: “It is staggering that Hammergren received a $1.1 million boost to his bonus just months after the company announced it had reached a record $150 million settlement with the DEA in a year the company faces mounting litigation, negative press and Congressional scrutiny.”

[John] Hammergren is consistently one of America’s highest-paid executives, and as such, his compensation has been scrutinized and pilloried over the years—in 2013, shareholders overwhelmingly said no to his pay package (something shareholders rarely ever do). But this year, a considerable amount of outrage over the CEO’s compensation is focused on a $1.1 million slice of his $97.6 million compensation pie—and that outrage is closely related to the country’s spiraling opioid crisis.The $1.1 million is the amount the McKesson board’s compensation committee boosted Hammergren’s annual bonus pay this year—a cherry on top of all that other cash—through the use of an “individual performance modifier,” an assessment that incorporates a range of non-financial metrics including alignment with the company’s much touted “ICARE” principles—Integrity, Customer first, Accountability, Respect, and Excellence. Good behavior, in essence.

The thing is, as Fortune reported in a feature story in June, the company’s behavior hasn’t been so good. McKesson (MCK, +0.98%) is currently embroiled in controversy around its role in the opioid epidemic; in January, the company settled, for a record $150 million, claims that it had failed to report large numbers of suspicious orders of prescription opioids to the DEA. As a result, McKesson, which accepted some responsibility in the federal settlement, will operate under an independent monitor for the next five years. Meanwhile, in West Virginia—where it shipped more than 100 million doses of highly addictive prescription pain pills in a period of six years—the state Attorney General has sued the company for violating the state’s controlled substances and consumer protection laws, and McKesson faces litigation brought by towns and counties across the state. Along with the nation’s other two major drug distributors, the company is also subject of a Congressional investigation.McKesson’s testimonials to its purported guiding principles, all the while, is what has really gotten under the skin of some investors who view them as mere lip service.

Source: Opioid Controversy: McKesson CEO’s Bonus Draws Shareholder Ire | Fortune.com

Renault Shareholders Narrowly Pass CEO Pay Over Government Opposition

Renault SA shareholders approved Carlos Ghosn’s 7 million-euro ($7.8 million) compensation for last year over the objections of the French government, which argued that the automaker’s chief executive officer is overpaid.

Shareholders voted 53 percent in favor of the CEO’s 2016 pay in an advisory decision at the company’s annual meeting on Thursday in Paris. The French state, which owns 19.7 percent of Renault, opposed Ghosn’s remuneration for the fourth time, a spokeswoman for the state’s participation agency said. In July last year, Renault’s board cut the variable component of Ghosn’s pay package by 20 percent, which wasn’t enough to satisfy the French government.

Source: Renault Shareholders Narrowly Pass CEO Pay Amid Controversy – Bloomberg

How Badly Must a C.E.O. Behave Before His Pay Is Clawed Back? – The New York Times

Gretchen Morgenson writes in the New York Times:

[There is] a lawsuit unfolding in Delaware Chancery Court…that involves the former chief executive of United and a prime figure in the Bridgegate scandal that has dogged Gov. Chris Christie of New Jersey. The facts of the case reflect a similar disdain for United’s shareholders by the corporate board members who are supposed to serve them.

At the heart of the lawsuit is the refusal by United’s directors to retrieve any of the $28.6 million received by Jeffery A. Smisek, United’s former chief executive, when he was defenestrated in 2015 amid a federal corruption investigation….In a litigation demand, [The City of Tamarac, Fla., Firefighters Pension Trust Fund] requested that the company’s board claw back the severance pay given to the executives who took part in the bribery scandal. By doing so, United’s board would correct its breach of fiduciary duty and prevent “the unjust enrichment” of company executives.

Seems fair enough. But United’s board has refused. Its justification for not recouping the pay is, well, pretty rich.

In a letter to the pension fund, a lawyer for United explained that it would harm the company to give the board “unfettered discretion to recoup compensation” in cases involving wrongdoing. “Where such discretion is out of step with industry norms,” the letter said, it would “make it difficult for United to recruit and retain top talent, particularly at the senior management level.”

In other words, clawing back severance awarded to executives amid a bribery investigation is not industry practice. And if United pursued such a recovery, the airline would be an outlier and unable to hire good people.

Perk Disclosures: Reminders for Executives and Directors

The lesson from this: If you’re going to have your corporation underwrite your cosmetic surgery, remember to declare it as a perk and part of your executive compensation.

The investigation into the perks, personal expense reimbursements and other items of value received by Mr. [Miles] Nadal [of MDC Partners, Inc.] or his management company from 2009-2014 ultimately revealed that Mr. Nadal received far more benefits than were disclosed in MDC’s proxy statements—ranging from sports car and yacht expenses to cosmetic surgery to charitable donations in his name—totaling nearly $11.285 million, which Mr. Nadal also repaid to MDC. On May 11, 2017, without admitting or denying the SEC’s findings of securities law violations, Mr. Nadal consented to an SEC cease-and-desist order and he agreed to pay $1.85 million in disgorgement, $150,000 in interest and a $3.5 million penalty. Mr. Nadal also agreed to be barred from serving as an officer or director of a public company for five years.

Source: Perk Disclosures: Reminders for Executives and Directors

CEOs of big companies get the biggest raises in 3 years – LA Times

The typical big-company chief executive raked in $11.5 million last year in salary, stock and other compensation, according to a study by executive data firm Equilar for the Associated Press. That’s an 8.5% raise from a year earlier, the biggest in three years.The bump reflects how well stocks have done under these CEOs’ watch. Boards of directors increasingly require that CEOs push their stock price higher to collect their maximum possible payout, and the Standard & Poor’s 500 index returned 12% last year.

Over the last five years, median CEO pay in the survey has jumped 19.6%, not accounting for inflation. That’s nearly double the 10.9% rise in the typical weekly paycheck for full-time employees across the country.

The top-paid CEO last year was Thomas Rutledge of Charter Communications Inc., at $98 million. The vast majority of that came from stock and option awards included as part of a new five-year employment agreement, and Charter’s stock will need to more than double for Rutledge to collect the full amount.

No. 2 on the compensation list last year was Leslie Moonves of CBS Corp., who earned $68.6 million.

No. 3 was Walt Disney’s Robert Iger, who made $41 million….CEO pay did fall for one group of companies last year: those where investors complained the loudest about executive pay. Compensation dropped for nine of the 10 companies scoring the lowest on “Say on Pay” votes, where shareholders give thumbs up or down on top executives’ earnings.

At Exelon, for example, the majority of voting shares were against how much executives made in 2015, particularly when the stock lost 22% that year. After the vote, Exelon made several changes, including capping how much executives can receive in incentive payments if the stock loses money over the year.

Auto supplier BorgWarner had last year’s second-lowest passing rate in the survey on “Say on Pay,” with 60% of voting shares saying no or abstaining. The company made changes to its compensation program and cut a 2016 incentive award by $2.4 million to $950,000 for CEO James Verrier. His total compensation dropped 29% to $12.3 million last year.

Source: CEOs of big companies get the biggest raises in 3 years – LA Times

10 top CEOs who earn salaries of less than $50,000

Taking only $1 in compensation has become something of a point of pride in Silicon Valley.”The dollar salary really for them is meant to signify that they have large stakes in their company. The value they’re going to receive — the compensation they’ll earn — is coming solely from their stock,” Aaron Boyd, director of governance for Equilar, a company that researches executive compensation, explains to Forbes.”

You’re not going to question whether or not Larry Page is interested in growing a company’s stock as a shareholder. As one of the largest shareholders, he’s all in.”

Source: 10 top CEOs who earn salaries of less than $50,000