The Shareholder ForumTM


"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference


Directors & Boards - Boards at Their Best, October 19, 2008 blog


Boards at Their Best
Information and Insights for Organizational Governance


Sunday, October 19, 2008

A Ring of the Bell
Market mavens say they don't ring a bell at market tops or bottoms. Do you believe that? I don't.

Can't you point to past instances where a little voice inside your head said, "This is a decisive moment in a trend line"?

My Photo

James Kristie

James Kristie is the editor and associate publisher of Directors & Boards, a quarterly journal and a monthly online newsletter (the e-Briefing) of high-level leadership, governance, finance, legal, and strategic issues. He has been editor since 1981, and associate publisher since 1991. Directors & Boards has as its primary readership public-company directors, chairmen, CEOs, and other senior management and board advisers. It is owned by MLR Holdings LLC, a Philadelphia-based media investment firm.


Here was one for me: When Blackstone went public last year. I don't think I was alone in thinking that, "Yes, this is some kind of a market top." What beautiful timing for the Blackstone partners. This was actually a second dip at the timing well how about their great timing in buying and then immediately selling off huge chunks of the Equity Office building portfolio earlier in the year? What would their fortunes look like now had they held onto that real estate for even a few additional months.


I don't begrudge them their timing. I begrudge not acting on that little voice inside my head.

I just listened in to what might well be a ring of the bell on executive pay.

My pastor at Sunday services, for the first time ever from this pulpit, railed against the unjust compensation practices of corporate America. When a conservative minister turns from Biblical passages for his weekly sermon to lash out at the salaries and bonuses given to company leaders who have led the nation into deep doo doo ... well, I hear bells and it's not the usual melodious ringing from the parish steeple.

Forget Barney Frank. Forget 'say on pay.' Forget Hank Paulson and his TARP-induced strictures on exec pay. When the clergy of America become so incensed over the unfairness of board-approved pay for failure that they feel an obligation to use the pulpit to express outrage, then we've hit some kind of a trend point.

I don't know if you'd describe it as a top or a bottom. A top in the inequities of pay practices. Or, a bottom in the sense that the craziness finally ends here with the stock market crash of 2008 and that there is no way but up for boards in crafting pay plans that truly reflect management's performance.

But I say a bell has rung.






This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.