Have you ever heard of a company paying an employee to die? Hard to figure out how that's "pay for performance." Yet, many companies have executive compensation agreements with "golden coffin" provisions which agree to pay the executive's estate substantial sums in the event that executive dies. I first heard about this with the company AM International, which I profiled in my book Create Marketplace Disruption. AM International's Chairman/CEO Merle Banta had a provision in his contract which continued his pay, and guaranteed his bonus, even if he died! This was somewhat remarkable, because during the years he led AM it went bankrupt twice (the last time ending the company), and he laid off thousands of employees. It was hard for the people at AM to understand why this provision existed, since they not only lost their jobs but also their pension fund when Mr. Banta put it all into a company ESOP that went under with the company,
This still goes on today. Probably a lot more than many of us guess. Today's headline "Golden Coffin proposal narrowly defeated at XTO" covers how some shareholders tried to kill the "pay to die" provision for company executives. The Chairman received $1.63M in salary, and $30M in bonus last year – and the Golden Coffin provisions for him are worth more than $90M!!! But I ask you, do you think XTO Energy did well because of the decisions made by Chairman Bob Simpson – or because oil prices spiked to record levels having nothing to do with the management team at all?
When you get paid to hammer nails, or insert rivets, or spot weld, or wash dishes piece pay can make sense. The harder and smarter you work, the more you get done and you can make more money. This is pure pay for performance.
But does this make sense for executives, or even most managers, in a modern corporation? According to its bio, XTO energy owns oil and gas reserves (some proven, some not) under the ground. No matter what management does, the value of those reserves goes up or down with the value of oil and gas. Why should an executive be rewarded if oil jumps to $150/barrel? Sure, his company can be very profitable, but did he have anything to do with it? A 5 year chart of XTO demonstrates that the value of the company is mostly tied to the value of its commodity asset (oil), and not much else.
And the same can be said for most companies. The current value is tied to many factors, including decisions made years before, as well as shifting markets. Companies are quick to point this out when "other factors" conspire to do the value poorly, and they pay executive bonuses anyway. But when the value goes up, there's a willingness to pass along a big chunk of that value to the executives as if they caused it. In reality, about the only thing an executive can do to affect value in the short term (meaning less than 2 or 3 years) is cut R&D, cut product development, cut marketing, cut sales expenditures, outsource functionality to low cost centers, sell assets and lay off employees. Most actions which pad the short-term bottom line but each of which can fatally doom the organization's future. Compensation that's tied to short-term results reinforces doing more of the same, Defending & Extending the company's past, and ignoring needs to invest in shifting the company along with dynamic markets.
Good management keeps its eyes on markets so the company keep can keep positioning itself for growth as markets change. Good management obsesses about competitors so it isn't caught off guard by current or emerging players that drive down returns. Good management disrupts the organization so it is able to shift with markets, rather than getting stuck in behaviors and decision making processes that become outdated and unable to create value. And good management maintains White Space where new products, services, operating practices, metrics and behaviors are tested in order to keep the company evergreen. But how do you tie compensation to these behaviors?
I recently had coffee with someone who worked at AM International when it was declining. He still remembers, painfully, how executive compensation was not linked to what the company needed to do to survive. He told me how later, after AM, he was working for a large manufacturer in central Michigan and he could not believe how every Director, V.P. and other management personnel tied every decision to maximizing their bonus. Eventually, he grew tired of the self-centered behavior and he's now an entrepreneur.
If we are to believe in pay for performance, management bonuses should lag by 1 to 5 years. Bonuses should be based on results – and the results of management decisions actually come to fruition over time. They aren't like pounding nails. This sounds absurd, but we all know that the real impact of executive decisions are seen years after the decision. If CEO incentive compensation for 2009 were tied to performance in 2012 or 2013 do you think the behavior and decisions of executives would change? Would they be more likely to focus on making decision that are for the business's long term health than trying to maximize short-term pay?
Those who've won the CEO lottery have done much better than those who have not. It's very hard to say we "pay for performance" when huge bonuses are paid to the departing chairman of GM, or the CEO who quit launching new products at Motorola to maximize Razr sales. Clearly, they were not paid for performance. And it's unimaginable how paying someone to die makes any sense. When compensation on the downside is guaranteed, and on the upside is maximized by short-term actions or market events not even tied to management decisions, the whole discussion of pay for performance becomes fairly absurd.
I was always struck that the founders of Ben & Jerry's Ice Cream came up with a formula that paid everyone based upon rank – and there was a set ratio between ranks. As a result, the CEO's pay could not go up unless the pay of a worker on the line went up. The inherent fairness was extremely hard to argue with. And it meant everyone did better, or worse, as markets shifted and they either shifted with them – or not. It would seem like the time has long come when we should reconsider exactly what we base pay upon. And when measuring performance is as complex, or time lagged, as management we need to rethink the entire concept. Maybe we should go back to compensating people for doing the right things, with most pay in salary, and tying people together for the long-term company interest.
