The Truth About CEO Compensation

Protection from the press? A special minimum wage just for CEOs? No repercussions for CEOs related to options backdating or shady accounting practices?

Are you kidding us?

In case it hasn't hit you yet, our proposal of mock legislation that advocates having CEOs make mad money and enjoy unheard-of protections is, in fact, our annual April Fool's Day prank. Some of you may have figured out our joke, especially if you looked at the date on your calendar yesterday. Others might have wondered what had happened to The Motley Fool they have known for years -- it was never Foolish to accept blatant abuse of shareholder money for the aggrandizement and personal enrichment of CEOs.

Your reactions
We got both reactions -- as well as some seemingly genuine support for our fake bill -- in our email inbox for the prank. (We asked Fools to email us at CEORights@fool.com.)

One particularly agitated and outraged reader replied to a question we posed: "What have we left out of the CEO Bill of Rights?"

"How about respect for your readership?? Common sense?? Integrity?? ... Rather than waste any more time with The Motley Fool, I will concentrate my efforts on making others aware of this nonsense and work actively against it. I have forwarded the link to this legislation on to friends and colleagues -- many of whom are 'activist ninnies' and like-minded media outlets."

Another very unhappy reader replied:

"Since when does the 'underappreciated 100 times the average worker' CEO need your help? Are you serious? Now I know where your loyalties lie, Mr. Gardners."

Others told us that they were disappointed in us, ashamed of us, and angry with us; that we'd "sold out" and "truly lost (our) minds."

Some Fools, though, got the joke and wrote us with suggestions for additions to the bill, including the requirement that CEOs "be addressed, while kneeling, by the title 'Most Exalted and Omnipotent Oracle of Capitalism.'"

Another Fool told us he was with us all the way and lamented, "How can Bob Nardelli exist on his meager severance?"

A Fool from Switzerland wasn't fooled and applauded the true intent behind the joke: "You stand for fairness and investors' rights, not for greedy (criminal at times) underperforming executives. Our role model is Warren Buffett, NOT Joseph Nacchio or Frank Quattrone! That's the main reason why I am a proud member."

And, yes, we did get more emails than you might think actually supporting the bill. We won't embarrass those folks by posting excerpts from their emails here, but we will certainly implore them to read on and learn why our joke was just that.

Compensation in the crosshairs
CEO compensation is one heck of a major news item this year, and it gives us a great opportunity to educate, amuse, and enrich individual investors regarding an important topic . So how could we not address it for our annual prank this time around?

CEO compensation is currently in our collective crosshairs, with government officials joining the cacophony of outrage that many investors feel when it comes to how much some corporate leaders are paid. Government has responded, with the SEC enforcing new accounting and disclosure rules, and U.S. Rep. Barney Frank introducing H.R. 1257, The Shareholder Vote on Executive Compensation Act, also known as the "say on pay" bill. That bill -- which has been passed by a House of Representatives committee and sent on to the full House -- seeks to give shareholders nonbinding advisory votes on executive compensation policies at their companies, as well as an additional nonbinding advisory vote on golden parachutes being negotiated when their companies are in the midst of mergers and acquisitions.

It's clear that many shareholders, including both individual investors and big organizations such as TIAA-CREF, have just about had it with some of the ways their money is used, and without any say in the matter. The trend of offering massive severance packages to outgoing CEOs seems to have been the final straw for many people.

Home Depot's (NYSE: HD  ) Bob Nardelli may have left his top post steeped in shareholder ire, but still he was rewarded handsomely with a $200 million severance package. And Pfizer's (NYSE: PFE  ) Hank McKinnel walked away with close to $200 million himself, following a six-year stint as CEO that saw the company's shares drop about 30%. It gives a new meaning to the saying "You'll never work in this town again!" Hey, you might not have to work again.

Furthermore, for CEOs who aren't on the outs, linking pay to performance is certainly a good idea. Most of us operate on the idea that how well we perform our jobs is commensurate with our compensation. Is it really so crazy to think that CEOs should be any different? While most of us wouldn't argue over the salary of a CEO who has produced great shareholder returns during his or her tenure, it's a whole other matter when a chief executive is paid copious amounts of money, but generates little in the way of return.

Those $1 pay packages you sometimes hear about may be nice gestures (not to mention positive PR), but people often forget that many supposedly "low-paid" CEOs get exorbitant stock packages. (New accounting and disclosure rules from the SEC should help investors more easily sort out exactly who's getting what when it comes to stock and perks.) For example, Apple's (Nasdaq: AAPL  ) Steve Jobs is one of those CEOs who gets paid a buck a year, but let's not forget his millions of dollars' worth of restricted stock.

(Whole Foods Market's (Nasdaq: WFMI  ) John Mackey is a notable exception. Not only was he historically very modestly paid by most standards of CEO salaries, but he has now decided to take $1 per year in salary and has decided to donate future stock options to the company's charity.)

Of course, when it comes to stealthier compensation, let's not forget shenanigans like stock-option backdating.

Huge, ongoing retirement packages have drawn considerable shareholder attention, too. General Electric's (NYSE: GE  ) Jack Welch may be one of the best-known corporate managers around, but the company got itself into hot water for not disclosing some of his post-retirement benefits. Did it really make sense to grant him a corporate apartment and lifetime personal use of the company jet? Welch did agree to give up the controversial extras after they came to light, but there's something a bit "dynastic" about this idea that former CEOs should enjoy certain corporate perks for life.

Well-known investing minds such as Vanguard founder Jack Bogle and Berkshire Hathaway's (NYSE: BRK-A  ) Warren Buffett have been critical of runaway executive compensation. Compounding the problem, it's easy for cronyism to develop as the board members charged with looking out for shareholder interests instead approve massive pay increases for CEOs. All too often, since many of the board members are CEOs at other companies, upping the ante on CEO pay ends up benefitting them as well.

People who argue that the free market takes care of all things, including justifying exorbitant pay for chief executives, forget one important point. For free markets to work properly, information must flow freely, so that consumers -- and shareholders -- know what they are buying and selling. Furthermore, when people act without responsibility or ethics, they tarnish and endanger capitalism. Runaway compensation is an abuse of power. It invites shareholders to cry foul, which can ultimately result in calls for stringent regulation.

While CEOs fulfill very important roles, they should remember that they are employees, too. They must answer to shareholders, instead of their own greed and hubris.

If you read some of the following Foolish articles from the past year, you'll see why our April Fool's prank was such a good joke:

Thank you to all of the Fools who wrote, designed, edited, and published this year's April Fool's joke. You know who you are!

Home Depot, Pfizer, and Berkshire Hathaway are allMotley Fool Inside Value recommendations. Whole Foods is a Motley Fool Stock Advisor recommendation. Check out either service free for 30 days.

Alyce Lomax owns shares of Whole Foods Market, but holds no financial position in any of the other companies mentioned. The Fool's disclosure policy insists that it supports rights for bears but not CEOs.


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