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Bill Feldman

Bonus babies: Communicating incentive and retention payments in a skeptical era

Bill Feldman
March 23rd, 2009

This past week, it seems as though everyone in America from the president on down has a strong opinion about those AIG, Merrill Lynch, and Fannie Mae bonuses. “Outrage” has become the word du jour.

The public’s furor over AIG and the others will subside. But enhanced scrutiny of executive compensation, by regulators and shareholders, may not – even for companies that aren’t imploding or finding the federal government as their biggest shareholder. Fed Chairman Ben Bernanke is urging companies to align executive incentives with corporate goals, and avoid “mismatches between the rewards and risks borne by institutions or their managers.” And Simon Johnson, a professor at MIT’s Sloan School of Management and former chief economist of the International Monetary Fund recently wrote that “offering guaranteed [retention] bonuses to virtually the entire operation is hardly the way to achieve the desired results. We should not let people think that the best way to guarantee job security is to lose lots of money in a really complicated way.”

Smart boards and CEOs, rather than hunkering down, will take a fresh look at their incentive and retention arrangements. Can they pass muster in a more skeptical environment? Do they really incentivize – or are they just a back-door way of paying people? And even if you’re satisfied that they’re appropriate, are you prepared to communicate them internally and externally, and defend them against attack?

This is hardly the first time questions have been raised about excessive compensation. In the merger wave of the 1980s, when managements were accused of entrenching themselves at the expense of shareholders, renewed emphasis on corporate governance led to strengthened independent directors, compensation committees, and attempts to link executive compensation with stock price.

The result: Increased use of stock options to align management’s interests more closely with shareholders. But they led to their own problems: stock price manipulation, back-dating, earnings management, and perhaps worst of all, decision-making that emphasized short-term stock price movements at the expense of long-term financial health.

Now the focus is on bonuses. The public is asking – rightly – what kind of “heads I win, tails you lose” formulas could require eight-figure payoffs to the senior executives of companies that not only performed poorly, but failed spectacularly? At the same time, the wider crisis in the financial sector virtually guarantees that all companies will experience renewed efforts at regulation, a more active SEC, and more skeptical shareholders for all companies, not just those currently embattled.

So, from a communications and reputational perspective, how should senior management be preparing?

  • Can you clearly explain how the bonus formulas incentivize behavior that is clearly aligned with corporate goals? This sounds obvious, but it can be tricky for business unit managers who may legitimately be entitled to a bonus when their unit performs well, even if the parent company does not. In those cases, it may be wise to ensure that some portion of the business unit manager’s bonus is tied to overall corporate performance.
  • Can you show that you made reasonable efforts to prevent such frauds as inflated (or bogus) sales transactions, or excessively risky dealings? These problems aren’t limited to Wall Street. Major League Baseball’s Washington Nationals were severely embarrassed last month when it turned out that they’d paid a $1.4 million signing bonus to someone who turned out to be four years older (and have a different name) than he’d claimed, and therefore wasn’t quite the hot young prospect they thought. Several people lost their jobs, including the team’s GM, and the FBI is investigating as part of a larger inquiry.
  • Can you demonstrate that the incentive/retention plans were reasonable by reference to objective third-party criteria: Compensation arrangements in your sector, consultants’ recommendations, etc.
  • Have the principles – not the specific amounts, but the underlying concepts – of your incentive plans been clearly communicated within your organization (and, if appropriate, to stakeholders)? Do they incorporate objective criteria that can be communicated clearly? Are they in fact perceived as fair and properly aligned with corporate goals?
  • Do your bonuses pass the smell test? How embarrassed would you be if they were reported tomorrow on the front page of the Wall Street Journal? Or suddenly zoomed through the blogosphere? Or if you were called to testify before a Congressional committee?

Finally, if the worst happens, are you prepared with crisis management plan that incorporates social/digital media? Much of the outrage over AIG built on the blogosphere even before it exploded in Washington. Have you thought about what you will say, how you will target key audiences, and how much you will divulge about the compensation of individuals whose compensation does not otherwise need to be disclosed in SEC filings?

Of course, lawyers and HR people must be on the team answering these questions, but it’s clear from the events of the last few weeks that the communications and investor relations people need to be there, too. It’s also clear that smart companies will make a serious effort to answer these questions now.

 

Bill Feldman is a Senior Counselor with PulsePoint Group.  His bio can be found here.  He can be reached at wfeldman@pulsepointgroup.com

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