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Surprise, CEOs: You're on Candid Disclosure!

By Alyce Lomax - Sep 20, 2013 at 4:13PM

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The ratio disclosure that CEOs fear is one step closer to your SEC filings.

The Securities & Exchange Commission was formed after the Great Depression to protect small investors by mandating full and frequent disclosure of material financial information. While the SEC has in some ways failed us in recent years, this week it has demanded one piece of revealing information that shareholders should want to see and that CEOs and boards of directors fear: The regulator has proposed a rule requiring the CEO-to-worker pay ratio to be disclosed in every public company's public filings.

Disclosure and exposure
The SEC's proposal is even more significant given the scorching opposition from business interests and Republican politicians. It had seemed likely that any rule would have been diluted, but it turns out the SEC didn't go that route.

Not only would this rule give us an indication of how much shareholder money is squandered on huge pay packages that aren't linked to performance, it will put a negative light -- and thereby pressure -- on boards of directors who encourage and rubber-stamp these excesses.

Surely shareholder views of corporate compensation will change, and the disclosure will alert the public to just how mind-blowing many of the discrepancies are. Sadly, it could hurt employee morale in some cases. That's bad for business, and great management thinkers like Peter Drucker have warned us about it. Meanwhile, boards of directors should never have allowed such giant paydays and perks in the first place.

Cue up the scary music and sleepless nights for the undercover corporate fat cats.

Do these ratios sound OK?
Some organizations have tirelessly tracked the ratio's ups and downs (mostly ups) in recent years. According to the AFL-CIO, last year the average ratio among S&P 500 companies was 354-to-1. The Economic Policy Institute pegged average CEO pay at 202.3 times the pay of nonexecutives.

These numbers already show shocking discrepancies, and yet we're talking about the average right now, crunching data on many CEOs in different industries. According to data compiled by Bloomberg News, quite a few corporate leaders took home at least 1,000 times the compensation of the average employee in their industries last year. For example...

Former J.C. Penney CEO Ron Johnson made 1,795 times the average worker's pay, according to Bloomberg. We all know what legacy Johnson left: The retailer is still struggling, it recently served up a major quarterly loss, and there's no turnaround in sight.

Abercrombie & Fitch (ANF 4.73%) chief Mike Jeffries is widely associated with extravagant wealth and a distasteful brand "formula." The retailer's long-term financial performance illustrates that his tenure has seen ups and serious downs, but apparently his pay hasn't. Last month, the stock plunged 18% on disappointing tidings of teens' defections; same-store sales plunged 10%. Last year, Jeffries made 1,640 times the average worker's pay for his industry.

Simon Property (SPG 3.12%): David Simon doesn't get a lot of attention, but he ranked high on Bloomberg's list, calculated to have made 1,594 times the average worker. In 2011, Simon received a stock award of a whopping $120 million -- a "retention" award that made no sense, given that Simon likely wouldn't leave the company his own father and uncle founded.

Considering that performance requirements were also missing from a reconfigured compensation plan for Simon, one of the company's investors, the Louisiana Municipal Police Employees' Retirement System, sued its board of directors last year. In June, a judge gave the lawsuit the go-ahead.

Coffee giant Starbucks is one of my personal favorite companies, and Howard Schultz has proven himself to be an amazing leader in many ways. However, one aspect that's lacking is a modest compensation plan for the founder, chairman, and CEO.

Schultz made 1,135 times the average worker's pay in his industry last year. As a shareholder who is incredibly pleased with Starbucks' performance over many years -- particularly the brilliant acquisitions made recently -- I can't say I'm pleased about such a ratio. Personally, I believe it warrants investors' "no" votes on their proxy ballots' say-on-pay section.

A laudatory list
On a lighter note, we shareholders shouldn't think the discrepancies are outrageous at all companies. Since the general ratio represents the average, some CEO compensation falls on the other side of the spectrum.

I asked the analysts of our premium services for examples of admirable CEO pay packages they've noticed in the companies they track. These are the leaders who aren't trying to personally profit at the expense of shareholders and workers -- those who can assure shareholders that management cares about all stakeholders more than their own pocketbooks.

I received some interesting examples of such leaders from some of our analysts, some of which had never hit my usual radar when I cover CEO pay issues. In next week's column, I will list some of these CEO pay "hall of fame" companies.

For an example of a high-profile corporate leader whose pay is reasonable, take billionaire Warren Buffett of Berkshire Hathaway. He has also been outspoken about egregious CEO pay in modern times.

Even though the SEC has handed out a victory to those of us who want to see the disclosure rule implemented, it ain't over till the fat cats scream. The rule is currently open for public comment, so that means we can all send the SEC our feedback.

If you'd like to make your voice known, visit the SEC website, read "How to Submit Comments," which gives a full rundown of how the SEC wants the comments formatted and identified, click "Proposed Rules," and then move along to "Submit Comments on File No. S7-07-13."

Check back at for more of Alyce Lomax's columns on environmental, social, and governance issues.

Alyce Lomax owns shares of Starbucks. The Motley Fool recommends Starbucks. The Motley Fool owns shares of Starbucks. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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Stocks Mentioned

Starbucks Corporation Stock Quote
Starbucks Corporation
$86.49 (2.53%) $2.13
Abercrombie & Fitch Co. Stock Quote
Abercrombie & Fitch Co.
$18.82 (4.73%) $0.85
Simon Property Group, Inc. Stock Quote
Simon Property Group, Inc.
$111.38 (3.12%) $3.37

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