Compensation Venture Group, Inc.
We are caught in a zeitgeist that promotes Total Shareholder Return – the increase in a company’s stock price plus dividend payments over a defined period of time – as the most important, and perhaps only important, measure of a company’s success. This, in turn, is applied by external observers of and advisers on assessments of executive compensation and corporate governance as the ultimate measure of a CEO’s performance. This is where the problems begin.
In our panel discussion, for example, we will discuss that Institutional Shareholder Services views TSR over fixed 1-year, 3-year, and 5-year periods, believing that his is how shareholders view their return on investment. I’ll note the absurdity of this given that the average period of ownership by shareholders has shrunk from over three years to less than three months, and 70% of trading volume in US equity markets results from “high frequency trading” – firms holding shares from periods ranging from a few minutes to fractions of a second. In these markets, CEO's and other executives have very little impact on TSR over any period of time. Stock price manipulation by traders and mutual funds is rampant. Some analysts have noted that 75% of stock price movement is driven by broad macroeconomic factors and industry-specific factors.
Moreover, the focus on short-term results (yes, 3 to 5 years is short-term when life expectancies are 80+ years, and combined with our children’s life expectancies are probably approaching 200 years) is a recipe for disaster. We have seen those disasters repeatedly over the past fifteen years. But we repeat the behavior over and over. The dot-com bust, Enron, global financial crisis, London whale, LIBOR – the latter few occurring since TSR became a prevalent measure and was supposed to "fix" this.
More important than these technical issues, however, is a point of
view that has not yet been discussed in equity compensation circles, but is
rapidly emerging in broader corporate governance conversations: The need to consider all stakeholders, not just shareholders, in corporate governance and performance measurement.
So here’s what’s really wrong with the “S” in “TSR”:
- To dispel the first argument we typically hear, the notion that Boards of Directors are legally bound to put the interests of shareholders above all others is false. While legislation is being passed in many states to allow the formation of Social Purpose Corporations, current corporate law does not prohibit Boards from suboptimizing the interests of shareholders to balance the interests of other stakeholders. Don’t take my word for it, read a compelling and clear legal analysis by Lynn Stout, in The Shareholder Value Myth (summary here).
- The multi-stakeholder model, and the premise of Conscious Compensation©, highlights that maximizing the outcome for one stakeholder group – shareholders, in the case of TSR – at the expense of other stakeholder groups – debt holders, employees, customers, suppliers, the environment, and the community – is a poor way to do business and not in the interest of shareholders. This theme permeates the concept of Conscious Capitalism. Research shows that conscious companies outperform the S&P 500 index by a factor of 10x...over a 15-year period.
- Europe and the UK – which are far ahead of the US in progressive corporate governance practices – were early adopters of TSR as a basis for executive pay, early realizers of its flaws, and early innovators of a broader view of corporate performance. This broader view has many labels – ESG, triple bottom line, CSR, B Corporations, Shared Value Capitalism. The world has shifted its view of who “owns” a corporation and its outcomes, and it is not just shareholders. The US is behind on this.
- ISS, the purveyor of TSR obsession, gives lip service
in its 2013
Proxy Voting Policy about linking ESG – Environmental, Social and
Governance measures – to executive compensation, stating they will “Vote
CASE-BY-CASE on proposals to link, or report on linking, executive compensation
to sustainability (environmental and social) criteria.” Yet the same policy document has twelve pages
of detail on how ISS intends to vote on thirty-one “social/environmental issues”
including sustainability reporting, recycling, and animal testing. Yet another example of ISS’s extreme
inconsistency in its views, but perhaps a harbinger of their future view of
compensation, because...
- Gary Retelny, President of ISS, said at the ESG Risks and Financial Implications Roundtable in April 2013 "ESG issues and their financial impact on investing are very important timely topics that continue to grow in importance around the world for our clients. They are on a par (sic) with corporate governance..."
