Coca-Cola (NYSE: KO ) executives ignited a firestorm with their new compensation plan, which was approved by Howard Buffett, Warren Buffett's son and Berkshire Hathaway's (NYSE: BRK-B ) (NYSE: BRK-A ) chairman-in-waiting. At Berkshire Hathaway's annual meeting in Omaha, Andrew Ross Sorkin of the The New York Times asked about Howard's suitability for the role of future Berkshire Hathaway chairman.
Following are my notes on Sorkin's question, along with responses from Buffett and Munger.
Andrew Ross Sorkin: Your son Howard serves on the board of Coca-Cola, but voted for the compensation plan you said you didn't like. Howard is going to be non-executive chairman of Berkshire after you and will "defend the culture." How can we be comfortable with the different stance?
Buffett: I have voted for some compensation plans and acquisitions that I didn't like. The nature of boards is that they are part business organizations, and part social organization. And people use their business brain and their social brain. In 55 years of being on corporate boards of 19 companies, I don't think I've ever seen a compensation report get a dissenting vote. The board organizes itself in a way that tasks are delegated, such as a comp committee, and the committee reports on its activities. And you've delegated to that committee.
The so-called independent directors are receiving $200,000 to $300,000 per year, but they are not independent. How would you feel about going to work four to six days per year with pleasant company, prestige, and pay of $300,000 per year? I'm assuming you'd like to get another job like that. Companies are not looking for Dobermans on the board; they are looking for Cocker spaniels. Social dynamics are important in boards.
Howard has a dedication to the culture at Berkshire. His job is not to set the compensation. He is there to facilitate a change if the board of directors decides it is needed. It is a nice safety valve.
And, as I said, I voted for compensation plans that are far from what I would have designed myself. I was made chairman of one comp committee, and Charlie can tell you about that.
Munger: Warren was chairman at Salomon. People didn't like what he was doing. I think the general idea that people should shout about everything they disapprove of is just suspect. You have to choose your battles. I don't think you need to worry about Warren. And if we all screamed about everything we disapproved of, we wouldn't be able to hear each other.
Buffett: If you are in any social organization, if you keep belching at the dinner table, you'll be eating in the kitchen. You need to pick your spots and how you do it. It's not even a bad thought to keep in mind for marriage. It's hard to change others' behavior, and it's not helped by shouting.
Munger: I can tell you that is true.
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