The article argues that American Capitalism needs to progress from "professional management" innovation of the 1930's (CEO is not the owner, as opposed to rockerfellow, morgan, carnegie, mellon), to maximizing the share holders' wealth (recent decades) toward one of maximizing customer satisfaction.
The article is a little bit extreme in this argument citing P&G's
CEO lafley who's compensation had a vesting schedule extending
to 10 years AFTER his retirement. His restricted stock incentives have a vesting schedule of 5 years, and the non-restricted stocks will vest 10 years after his retirement. The article states that these two types of stocks will account for 90% of his compensation. Under this system, he, and the CEO of P&G has sustained a growth rate averaged at around 15% a year as compared to those of GE and Coke which averaged at around 12%. (Apparently Coke and GE are two who "pioneered the pursuit of shareholder value")
I guess this needn't be said. I mean of course a company is made to do
what it's supposed to do (as measured by customer satisfaction),
otherwise it would have no value. But having said that, I must point
out that I do not believe that there's a business person out there who
can manage a company for success in 10 years. Especially in today's
world where a small innovation can easily tip the scale and suddenly
what you built in the previous 8 years of 10 become completely
useless. (And I might add, often, most of the efforts are spent painstakingly preventing others in the company and other companies from making progress so that the little known room for improvement is in reserve for a raining day... And then some startup comes a long and rain on your parade. Com'on admit this is standard practice!!)
And being of relatively sound mind, I would not believe a CEO if he
says to me he is going into a company with 90% of his compensation
depending on the company's performance 5 years from now and onward. I
would more likely call him crazy than professional. or masochist than
responsible.
The standard timeline quoted in the "research" field is this: Academic
research aims to work on development of technology and learning knowledge that has the potential to benefit us 10 or 20 years from now (or further out), but industrial research tend to aim to pay for itself in about 2 years.
So, if that is an approach that is available, then certainly one could structure the vesting arbitrarily. For instance, If the CEO and executives' options vest monthly, and they must sell within 1 month after vesting(as opposed to a rule that they must hold it for 1 year, or hold it beyond a certain lock down period)... And assume for argument sake that there is accompanying tax laws that give this special executive reward a tax break to make it equivalent of long term caps gain.
So, this executive reward program is still a "optimize for current shareholder wealth" style reward program, but it explicitly encourages the CEO to bring the average stock price to his desired compensation level (i.e. as high as possible, but sustained instead of all at the end)
But that could still be bad. If the employees have a 2-year vesting or a 4-year vesting ISO's, then the CEO could still screw everybody by crashing the stocks at the end (having collected most of it through the years).
So, a next best solution might be to try to still encourage him to grow the company through his expected tenure. And, let's be realistic, and set that tenure to the average CEO's employment length. And what we can do is to progressively increase the amount vested (but still do monthly vesting and sell within 1 month of vesting):
year past: percentage of all options vested and sold
year 1: 0.1995262%
year 2: 0.3981070%
year 3: 0.7943279%
year 4: 1.5848922%
year 5: 3.1622752%
year 6: 6.3095675%
year 7: 12.5892402%
year 8: 25%
year 9: 50%
year 10: 100%
This way, everybody is incentivized to keep the value up, but to create longer term stock growth.
But this has a problem, which is that the company has to survive. It can't run on fumes waiting for year 8 and year 9 to come around. So yet another alternative is to create a U structured incentive program where the executives will make more if there is immediate growth, and then be rewarded for long term growth.
year past: percentage of all options vested and sold
year 1: 5%
year 2: 20%
year 3: 40%
year 4: 43%
year 5: 46%
year 6: 49%
year 7: 52%
year 8: 55%
year 9: 75%
year 10: 100%
Obviously, the goal is to achieve enduring success by participating in the ecology of corporations(read to sustain long term customer satisfaction.)
If only we can come up with a reward scale that is a surrogate for
customer satisfaction... That would be the ultimate social reward
system.
I mean, why don't we pay CEO's based on a fixed dividend program where he get's some percentage of this year's earnings? This seems obvious, but it not being implemented directly in most companies seem to indicate it has some negative side effects that prevents its use. Again, here the money earned is used as the surrogate for customer satisfaction.
I guess an obvious extension is to penalize the previous year's bonus with a negative bonus the next year if the earnings is too low. But that would be unfair to the CEO's and other executives under this program.
In any case, this matter deserves more study. I would be curious to find out what others have tried or proposed in this respect.
