Directors & Boards, July 1, 2009 excerpts of 1997 column
||Harold S. Geneen
Geneen on Executive Pay
would be a mistake to assume that the number of prodigies capable of running
a big corporation is so small that boards have no choice but to pay them
exorbitantly, it would also be a mistake to shrink from paying whatever it
costs to get the best.
By Harold S. Geneen
Ed. Note: This is an excerpt of an article
that originally appeared in the Summer 1997 edition of
Directors & Boards.
You have to ask, “What are corporations paying those megamillions for?” The
solemn answer comes back from the board of directors: “Demonstrated
capability.” But if the company is doing well, surely the CEO’s predecessors
deserve some credit. I propose breaking up Fortune 500 chief executives’
pay, giving one half to the incumbents and splitting the other half among
his demonstrably capable predecessors and their heirs.
Absurd? Of course. That’s the point. At the moment, there is no logic in
these things. The size of the pay package is dictated by habit. To be sure,
most companies will hire consultants to advise them on an “appropriate
level” of compensation, but all they do is tote up what everybody else in
the industry is making and recommend that their clients pay roughly the
same. They are, after all, eager to please their clients’ bosses. As I said,
it’s a matter of habit.
This also leads to a steady escalation in the size of compensation packages.
Are CEOs worth their paychecks? If so, by what standards? Who sets the
standards? Who enforces them? To what extent does dumb luck decide the
All good questions –– and ones that can’t be answered by outbursts of moral
indignation. Once we let our gut reaction to supposed excesses guide our
social policy, we will be well on the way to socialism.
Going Beyond Hot Air
I have a suggestion. Why not just use logic? To start off, why not ask: What
is excessive? There should be some measure of reasonableness. You have to
set some objective standards for measuring worth. Otherwise, all you get is
hot air. One critic says, “This is unfair. Who can be worth that much?” And
the CEO’s defenders retort, “That’s the price of genius.”
If I had to choose, I would err on the side of paying too much for proven
performance. It’s a risk, but it’s a smart risk. However, I would ask a lot
of questions: Was the performance really as extraordinary as everybody seems
to think? Against what odds did he achieve it? How did the company’s profits
and stock price stack up against others in the same industry?
Unfortunately, most boards don’t delve too deeply into the methodology of
calculating the true worth of performance. Doing so might ruffle feathers.
Much easier to follow the practice of posing two simple questions to the
CEO: What did you make last year? And what should your increase be this
I’m oversimplifying, of course. Boards deliberate the question of the CEO’s
pay with great solemnity. Then, nine times out of 10, they approve a
‘What Are You Worth?’
Only when a company is desperately seeking a new chief to put its house in
order does the question become: What are you worth? Unfortunately, in such a
crisis, the rigorous analysis that would make sense in ordinary times
becomes irrelevant. All the probing of the candidate’s strengths and
weaknesses boils down to a single question: Can he save the company?
If the answer is “no,” he is worth nothing. If the answer is “probably not,”
he is worth nothing. If the answer is “maybe,” he is worth nothing. If the
answer is “probably,” he is worth nothing. Only if the answer is “yes” is he
worth even a penny. But in that case, he is worth pretty much whatever he
While it would be a mistake to assume that the number of prodigies capable
of running a big corporation is so small that boards have no choice but to
pay them $5 million or more, it would also be a mistake to shrink from
paying whatever it costs to get the best. After all, it is the most
important investment a company ever makes.
So important, in fact, that the question shouldn’t be: How much does he, or
she, cost? The main question is: How do we know he really is the best?
Harold S. Geneen served as chief executive officer of International
Telephone and Telegraph Corp. from 1959 until 1977. For more on this notable
see his obituary published upon his death in November 1997.
This column is an excerpt from his article “Geneen on Executive Pay,” which
appeared in the Summer 1997 edition of
Directors & Boards,
based on material drawn from his book, “The Synergy Myth” (St. Martins
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