I’m on record as saying, more than once, that I think all the loud debate and incessant hand-wringing over supposedly excessive executive compensation are out of proportion to more pressing corporate concerns.
To clarify, I think that generally. There are limits, to be sure. If I held ultimate power over the entire corporate world, I surely wouldn’t give boards a blank check to pay executives – in many cases the board members’ friends and longtime colleagues, not that I’m charging rampant cronyism – any princely sums they wanted to.
When news came this week that Larry Ellison, the top-earning American CEO in 2012 at $94.6 million, scored only $78.4 million for 2013 (mostly in stock options, as usual), I didn’t spill any tears. Probably no one did.
The interesting part of that story, of course, was that Ellison, Oracle CFO Safra Catz and company president Mark Hurd declined to accept their scheduled bonuses for 2013, citing missed financial targets, according to Oracle’s September 20 proxy statement.
That got pretty wide play in the consumer financial media, and you can see why. Individuals turning down money owed them? Wow. Companies would never do that.
But none of the several published reports on this matter that I read bothered to point out something quite obvious. They noted that the forgone bonuses were in the amounts of $1.2 million for Ellison and $717,000 for Catz and Hurd. And, it was written, in addition to Ellison’s still-outsized earnings the total 2013 compensation for the other two executives was $43.6 million each. But the reports didn’t then state the next logical thought: that the money the three gave up was couch change.
Something similar crosses my mind when I hear a high-earning athlete interviewed for the regularly scheduled pregame show on TV or radio. Often the fellow will be awarded dinner for two at a nice restaurant or other such token of appreciation for his time. The Oracle folks don’t really need their bonuses any more than the ballplayer needs the free dinners – which he probably will never use but which, admittedly, are actually advertisements paid for by the restaurant.
Which leads me to chew on the motivation for the bonus rejection. On a straightforward, literal level, it’s “We didn’t perform well, so we don’t deserve a bonus.” Fair enough.
But is it more than that, even in a subtle way? You wouldn’t have to go all that far from the stated motivation to arrive at “publicity stunt.” The executives deprive themselves of paltry sums yet, maybe, get tongues wagging about their selflessness and their sense of responsibility to the company.
Or who knows. Ellison steers the ship; maybe he’s getting nervous about likely having to soon start revealing the ratio between his compensation and that of the median Oracle worker. (Though he won’t look as out of whack as, say, a retail CFO will. The median-compensated Oracle employee probably isn’t eligible for Medicaid.)
It’s the decline in stock-option expense that’s more likely to get the attention of shareholders, who after all see the value of their holdings diluted every time the company makes stock awards to executives. And who’s doing that more than Oracle?
Oracle wrote in its most recent quarterly report, filed Sept. 20, that it has sought to control the level of stock-based awards granted while providing competitive compensation packages. How well the company is “controlling” the level of stock awards is a matter of opinion, but I don’t know that anyone could argue the compensation packages are uncompetitive.
Also, the filing noted, “In recent years, our stock repurchase program has more than offset the dilutive effect of our stock-based compensation program; however, we may reduce the level of our stock repurchases in the future as we may use our available cash for acquisitions, to pay dividends, to repay or repurchase indebtedness or for other purposes.”
As of Aug. 31, Oracle said, the maximum potential dilution from all outstanding and unexercised stock options and restricted stock awards – regardless of when granted and whether vested or unvested, including stock options where the strike price is higher than Oracle stock’s current market price – was 11.8%.
Anyway, in this new era of sensitivity to high levels of executive pay, any company whose leaders make as much money as Ellison, Catz and Hurd are going to draw much attention for any change in executive compensation policies. Oracle knows that.
What it doesn’t know, because it can’t be known for sure, is whether it gets reasonable value for the riches its executives enjoy. Might people making half as much do as good a job? Maybe, maybe not. That’s one reason the public heat trained on executive compensation glows too brightly. Investors will have a lot to say about pay for company leaders going forward. So far, given their record on Say on Pay votes, they appear unconcerned – at almost all companies, including Oracle.
That doesn’t mean we won’t be cynical when a company takes an executive-pay stance that seems more like show than dough.