April 30, 2012
Get your Kleenex ready – you’re going to need it when you read this sad story.
General Motors, fresh off a year when it posted a record $7.6 billion profit and regained the title of the world’s largest carmaker, was only able to pay CEO Dan Akerson $7.7 million, including a salary of $1.7 million and more than $5.9 million in stock-based awards paid out over time.
I know what you’re thinking: How can anyone get by on just $7.7 million?
Yet that figure, pitiful as it is, has already become the subject of some debate. Sure, it’s more than triple what Akerson made the year before. He took over as CEO in September 2010 and earned just over $2.5 million, including salary of $566,667 and stock awards totaling about $1.77 million. But as GM pointed out in its proxy filing last week, the millions Akerson was paid just don’t match up with what a CEO of his ilk could be making.
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In its filing, GM noted that “the rigid, non-cash approach” forced upon the company as part of the Troubled Asset Relief Program (TARP) could be hurting its ability to keep key employees and stay competitive longer-term:
“We could not have maintained our competitive focus and achieved these important successes without the dedicated efforts and contributions of our employees, particularly our senior management team members, many of whom joined the Company in recent years to assist us in reestablishing our brand dominance,” the proxy filing reads.
“However, appropriately recognizing and rewarding these key contributors and competing with other large, multinational employers to attract and retain fresh talent with critical skill sets is extremely difficult within the compensation constraints imposed by TARP regulations and the directives of the Special Master.”
In particular, GM complained about having to use an unusual stock-based structure instead of regular cash incentives and not being able to pay bonuses to top executives. “An annual bonus that may be earned upon achievement of our annual financial and operating performance goals and individual contribution to the achievement of these goals is one competitive element of compensation that is expressly prohibited. We believe this element is the cornerstone of employee engagement which maintains a critical line of sight between Company performance and individual rewards.”
GM has a point. After all, Ford CEO Alan Mulally made $29.5 million, including $2 million in salary, a $1.8 million bonus, $13.9 million in stock awards and $7.5 million in stock options. The man steering Chrysler back from the brink, Sergio Marchionne, isn’t collecting a salary for his role at the company, but made $19 million as CEO of Fiat, which owns a majority of the U.S.’s No. 3 carmaker. Other CEOs at large multinational firms make even more. (Apple’s Tim Cook led all CEOs last year with a pay package totaling $378 million, almost all of that coming in the form of restricted stock units vesting in 2016 and 2021.)
The median compensation for CEOs of the top 100 American corporations was $14.4 million, according to a New York Times report based on Equilar data. GM uses a set of 23 comparable companies such as Ford, IBM, Boeing and Exxon Mobil to gauge its pay standards. As GM’s filing notes, Akerson’s package puts him “in the lowest quartile of compensation for CEOs of comparable companies.”
Whether or not GM’s concerns are valid, its complaint still comes off as out-of-touch whining at a time when the Treasury still owns 30 percent of the company; the carmaker is still getting government tax breaks; public anger over the federally funded bailouts – including $49.5 million to GM – has not completely subsided; and so many Americans are still concerned about the state of the economy and their own finances.
Has GM’s board somehow failed to notice that the growing gap between the rich and the rest of us has become a hot-button issue, and is bound to stay one at least through the November elections? Whether or not President Obama’s populist push includes making an issue out of CEO pay specifically, big labor already is already attacking the subject. The AFL-CIO recently released it annual “Executive PayWatch” report, with an online database labeled “CEO Pay and the 99%” that lets users look up the 100 top-earning chief executives in 2011.
“The ratio of CEO-to-worker pay between CEOs of the S&P 500 Index companies and U.S. workers widened to 380 times in 2011 from 343 times in 2010,” the site notes. “Back in 1980, the average large company CEO only received 42 times the average worker's pay.” In 2005, the average U.S. CEO made 262 times as much as the average worker, according to the Economic Policy Institute. Protesters with the “99 Percent” movement this week disrupted the shareholder meeting of another U.S corporate giant, General Electric, with chants of “pay your fair share.” That meeting was held at the Renaissance Center in Detroit – the same building that’s home to GM’s headquarters. Akerson should understand that it might not take much for him and his company to get similar treatment.
Certainly, shareholders newly empowered by the “Say on Pay” rules enacted as part of the Dodd-Frank Act have been making their voices heard. “It’s going to be very interesting because with Say on Pay, the question is how the shareholders are going to respond to it,” says Bruce Ellig, author of The Complete Guide to Executive Compensation. A rebuke from shareholders in the form of a “no” vote on compensation plans, while rare and non-binding, can still send a powerful message – just ask Citigroup CEO Vikram Pandit. “The key issue is, it’s obviously not good public relations,” says Ellig.
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The need to appease shareholders raises up another question. GM’s filing emphasizes the need to follow a “pay for performance” philosophy, how should it measure performance? Yes, the company achieved record profitability. But GM still faces problems overseas in Europe and South America, and Akerson himself has said he wants the company to grow its profit margins. And GM’s board, as pleased as it may be with the progress made so far, can’t forget that its stock vastly underperformed the broader market last year. While the S&P 500 was climbing 12 percent, GM’s shares dropped 45 percent. At Friday’s $23.53 closing price, GM’s stock price is almost 30 percent below its IPO level from November 2010. In fact, Akerson’s pay was targeted to be $9 million and fell short of that because the stock fared so poorly. GM itself acknowledged that its returns to shareholders did not keep pace with the competition.
Akerson has only been behind the wheel at GM for 19 months. Yes, he’s accomplished a lot in that time, but success at GM shouldn’t be measured on the results from one quarter or even one record year. If Akerson can continue to steer GM back toward long-term health, he – and his shareholders – will be well compensated. Based on the proxy filing, the CEO owns about $7 million worth of company stock. The $5.9 million in stock awards he got this year will be paid out in three yearly installments. If GM stock goes up, the value of Akerson’s compensation will too.
Akerson must know that if he does his job, the company will be able to do what so many banks that took TARP money have already done – get the government out of its business and loosen the federally imposed restrictions on executive pay. Ultimately, what’s good for GM will still be good for Dan Akerson.