Why Pay Insiders for Doing Their Jobs?

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Perhaps the only thing more galling to shareholders than paying bonuses to executives for their spectacular failures is giving them a bonus for just doing their job.

The anger that erupted when American International Group (NYSE: AIG) bestowed rich rewards on the managers at the heart of the insurer's downfall (not to mention helping to plunge the country into a financial tailspin) was understandable. Yet many insiders seem to get millions for things that I think they already ought to be doing, simply to fulfill their fiduciary responsibilities as board members or executives.

Take Jon Huntsman, board chairman, founder, and major shareholder of the specialty chemicals company bearing his name, Huntsman (NYSE: HUN). He just received a big payday because he did what he was supposed to do.

Apollo Capital Management proposed a merger of Huntsman and its own Hexion Specialty Chemicals last year but, as the markets fell apart, sought to back out of the deal. Huntsman took them to court and had won several favorable rulings that were seen as forcing the merger forward, when they suddenly announced a settlement: Apollo would pay just $1 billion of the $3 billion in damages Huntsman had been seeking and they would be allowed to break the deal. For this, the company announced that it would pay its chairman $15 million.

Now granted, Jon Huntsman isn't the company's CEO, so it wouldn't typically be his job to negotiate on behalf of the company. The problem here is that according to the company's 2008 proxy statement,he's already deemed a beneficial owner of some 30% of the company's stock, so it was already in his interest to negotiate the best settlement possible. But one Huntsman board member said the chairman "singlehandedly negotiated this settlement and, I believe, saved the company in doing so."

Sadly, this sort of thing isn't anything we haven't seen before. We see examples of corporate insiders reaping windfalls for achieving minor accomplishments all the time.

The money keeps flowing
Dan Hesse, CEO at Sprint-Nextel (NYSE: S), just got a $20 million bonus -- 30% higher than what was targeted. The company cites customer call resolutions rising under his watch, as well as cuts of some $1 billion in costs and renegotiated credit agreements.

Yet isn't that part of an executive's job description? After all, Sprint's business performance has been half-baked at best, losing 4.6 million customers last year while net losses mushroomed to $2.8 billion. Shareholders are nursing a stock price that dropped 86% last year, and despite a bounceback in 2009 have still seen major losses over the past several years.

Chipmaker Altera (Nasdaq: ALTR) is changing the rules to allow executive bonuses even if they fail to meet targeted financial performance metrics. Meanwhile, Chesapeake Energy (NYSE: CHK) gave its CEO a $75 million bonus even though the stock plummeted 58% in 2008.

Even Midway Games, which is in bankruptcy, is trying to pay its executives millions in bonuses for taking steps to sell off its Mortal Kombat franchise. That's something even the trustees overseeing the liquidation can't abide by, arguing that those actions are "the main jobs of Midway employees now, not something special for which they should be incentivized."

Never before have we rewarded so many so much for doing so little. Although the bonuses are nominally performance-related, companies seem willing to hail the attainment of any minor goal as a major achievement so as bestow rich rewards on insiders. As this all comes at the expense of shareholders, this enrichment for failure -- or just doing their job -- has got to stop.

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Chesapeake Energy and Sprint Nextel are Motley Fool Inside Value selections. Try any of our Foolish newsletters today, free for 30 days.

Fool contributor Rich Duprey owns shares of Huntsman but does not have a financial position in any of the other stocks mentioned in this article. You can see his holdings here. The Motley Fool has a disclosure policy.

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On March 31, 2009, at 4:18 PM, lution wrote:

    They also come at the cost to regular employees who have to face "no raises this year", "mandatory overtime for all salaried employees", or worse the pink slip just so the big guys can make their numbers. Sometimes I swear the world is trying its best to become just like the Dilbert comic. And that folks, isn't a good thing.

  • Report this Comment On March 31, 2009, at 4:29 PM, stefaith wrote:

    The root of the problem is that shareholders, although the nominal owners of the company have little say and are not represented by the board. We scoff at countries which claim to hold democratic elections, but allow only one party or in some cases only one candidate to run for election, yet we tolerate the system for electing a board to oversee a company in which there is no choice.

    It should be mandatory that there should be at least 2 candidates for each board position and those running should proclaim the principles which they will follow if elected. If shareholders had a real say in electing a board of directors, I believe they would chose one that would put shareholders' interest first.

    The gross overpayment of executives is merely the result of the fact that in effect they set their own compensation.

    It is interesting that studies have shown that there is no correlation between compensation and performance; probably the reverse is true.

  • Report this Comment On March 31, 2009, at 4:44 PM, rt13101310 wrote:

    Regarding the payment to Mr. Huntsman. I think this is surely one of the most insignificant stories to appear on the Wall Street Journal front page and in Motley Fool as well, ever. The amount was small. The man had no conflict of interest. And he did some work. I'll bet he did more than the lawyers ($53 million fees).

  • Report this Comment On April 01, 2009, at 5:47 PM, tumachar wrote:

    The problem is that while companies do not consider the stock as a cost. Imagine why companies can generously give RSU's but not pay? Is it not the same as pay? No, RSUs are accounted differently and will not affect results.

    I do not think board of directors understand the economics of stocks, equity and retained earnings. They are too dumb for that.

    The shareholders need to be given vote on executive compensation or sould just bycot the shares of companies that do not.

  • Report this Comment On April 02, 2009, at 12:11 AM, oaklandraiders wrote:

    In the case of Chesapeake Energy, the 75 million bonus is well deserved by Aubrey McClendon. He has built tremendous shareholder value and the company has proved up reserves ahead of the competition.

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11/20/2009 4:01 PM
AIG $35.10 Down -0.56 -1.57%
American Internati… CAPS Rating: **
CHK $23.03 Down -0.35 -1.50%
Chesapeake Energy… CAPS Rating: *****
HUN $8.77 Down -0.05 -0.57%
Huntsman Corp CAPS Rating: *****
S $3.76 Down -0.09 -2.34%
Sprint Nextel Corp CAPS Rating: **
ALTR $20.67 Down -0.13 -0.63%
Altera Corp CAPS Rating: ***

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