Providing Context for Executive Compensation Decisions

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-09-30

Summary:

Editor's Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s statement at a recent open meeting of the SEC; the full text is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Today [September 18, 2013], the Commission takes an important step to comply with the Dodd-Frank Act’s requirements for better disclosure and accountability regarding executive compensation decisions at public companies. [1]

As required by Section 953(b) of the Dodd-Frank Act, the Commission is proposing a rule to provide for disclosure of CEO-to-worker pay multiples. Reports show that these pay multiples have risen steadily over the years. For example, an April 2013 study by Bloomberg finds that large public company CEOs were paid an average of 204 times the compensation of rank-and-file workers in their industries. By comparison, it is estimated that the average CEO was paid about 20 times the typical worker’s pay in the 1950s, with that multiple rising to 42-to-1 in 1980, and to 120-to-1 in 2000. [2]

Given this backdrop, it is not surprising that investors are asking if such a high level of CEO-pay multiples is in the interest of corporations and their shareholders. [3] As owners of public companies, shareholders have the right to know whether CEO pay multiples reflect CEO performance. Shareholders have the right to know how their company’s internal pay comparisons may impact employee morale, productivity, hiring, labor relations, succession planning, growth, and incentives for risk-taking. [4]

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Link:

http://blogs.law.harvard.edu/corpgov/2013/09/30/providing-context-for-executive-compensation-decisions/

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practitioner publications executive compensation pay for performance securities regulation regulators materials speeches & testimony luis aguilar sec dodd-frank act sec rulemaking say on pay compensation disclosure compensation ratios

Authors:

Luis A. Aguilar, Commissioner, U.S. Securities and Exchange Commission,

Date tagged:

09/30/2013, 12:40

Date published:

09/30/2013, 08:22