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• W3122479769 abstract "I am tempted to tell you some stories about TIAA-CREF's experiences during the ten years that I was the CEO. Executive compensation was a major issue for us, as a part of all of our corporate governance initiatives. I am particularly proud of the fact that we recruited Ken West to help us with corporate governance. We had a corporate governance staff that I think was extremely well qualified, headed by a senior investment lawyer who led the way on corporate governance and probably knew stockholder takeover defenses better than anybody else in the country. We had people like Ken and Dolph Bridgewater, former CEOs who went out and talked with CEOs. We performed a study on the interventions we did over those ten years and discovered that we had virtually one hundred percent success, though occasionally we had to go public. One point I would mention on executive compensation is that we were the first to file a proxy resolution hostile to the management at the Disney Company in the early 1990s. We complained about the process that awarded Mr. Eisner a stock option valued at approximately $100 million. We objected to the process, rather than the number, because Mr. Eisner had a compensation committee that was not independent; it was chaired by his personal lawyer, which we thought was a problem. However, this personal lawyer stepped down as chairman while he negotiated a contract on behalf of his client, the CEO of the company. We got a very large vote on that, and it was the first message that came through clearly to Mr. Eisner that he had to change, and since then, in terms of board governance, he has done a good job. I want to talk about more of the technical aspects of Pay without Performance,l which I think is an excellent book. But I disagree with a couple of points in the book, and I think it is useful for this conversation to get into some of those points. First, Alan Greenspan coined an apt phrase, saying infectious greed was the cause of excessive executive compensation.2 The Conference Board Commission on Public Trust and Private Enterprise, on which three of us-Arthur Levitt, Jack Bogle, and Iserved, has some excellent material on executive compensation and what needs to be done. I would urge all of you to read it because it aptly described the executive compensation abuses as a perfect storm-a confluence of events in the compensation area which created an environment ripe for abuse in the 1990s.3 Pay without Performance addresses two important elements that we identified in the perfect storm: the sometimes extraordinary payments made to leaders of failing companies, and the dramatic windfalls given to almost all executives during the 1990s. I appreciate the words that Bebchuk and Fried gave me to capture some of the executive compensation issues that we were concerned with over the last few years. Outrage, constraints, camouflage value, back-door pricing, and reduced-windfall options are a few examples.4 I will comment on two areas. First, the starkly drawn differences between the arm'slength bargaining model versus the managerial power model. Second, I question whether stock options, even with improved performance requirements, are a desirable element in executive compensation schemes going forward. This compensation element is suggested in Part IV of the book (Going Forward),5 but I have an alternate compensation element to suggest. Pay without Performance presents a comprehensive argument about the failure of boards to demonstrate arm's-length bargaining in designing executive compensation plans.6 The other alternative is the managerial power model, which suggests senior executives have taken control of the compensation process and make sure their compensation is generous and secure. I think those two models are useful descriptions of each end of a spectrum of board governance models, but should not be treated as either/or definitions, as they seem to be in the book. …" @default.
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• W3122479769 date "2005-07-01" @default.
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• W3122479769 title "Executive Compensation: Perspectives from a Former CEO" @default.
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