HURS107 Week 6 – Executive Compensation

Lesson 1- What is executive compensation?

“Executive compensation, also known as executive pay, refers to remuneration
packages specifically designed for business leaders, senior management and executive-
level employees of a company…It includes benefits such as salaries, perks, incentives,
insurances, etc.” (Talent Lyft Website, n.d., para. 1). Executive compensation differs
from a typical pay package for an hourly or salaried employee in management. It is
geared towards rewards for actual results rather than for work performed.

Executive vs. Manager

Executive and manager roles may overlap but there are subtle differences between the
two job titles. An executive is the person responsible for putting into action the plans
and policies of the top management of a company (Qader, 2015). A manager is
responsible for the activities of a group of employees in an organization. Managers also
answer to top management for the output of their department (Quader, 2015).
Examples of executive jobs include:

 Company Directors – a director is “responsible for the strategic and tactical

management of a significant piece of the company” (Reh, 2018, para. 3). They
usually manage a few managers and duties include managing the profit and loss
of the group (para. 3).
 Vice President (VP)– a vice president is the second-highest management level
and reports to the President or another top executive. Some organizations have
multiple VP’s (para. 5).
 The C-Suite – the C-suite consist of C-level executive titles such as Chief
Executive Officer (CEO), Chief Accounting Office (CAO), Chief Operating
Officer (COO), Chief Financial Officer, (CFO), Chief Technology Officer (CTO),
Chief Information Office (CIO) and Chief Marketing Officer (CMO)
(Reh, 2018).

Theories Related to Executive Compensation

Tournament Theory
Tournament theory suggests that workers can be rewarded based on their rank in an
organization. It also suggests that the amount of compensation received by executives is
similar to tournament winnings. The prize amount signals to other members of the
organization that if you work hard, one day they may be able to have the position and
salary (Chand, n.d.).
Human Capital Theory
Human capital theory examines the individual characteristics of executives in
attempting to predict pay levels. These characteristics include factors that are intrinsic
to the executive such as his knowledge base. It is possible to calculate a rate of return on
investments made in human capital. The amount of human capital acquired by the
executive at any given point determines how valuable he is to the firm. This in turn,
predicts how much the firm will pay for his services (Chand, n.d.).

How Executive Compensation Plans Work

Now that you have learned what executive compensation is and who is considered an
executive, please watch the 2:07–minutes video below titled, “How Executive
Compensation Plans Work” published by Rob Shampine on YouTube. While reviewing
the video, you should be able to identify the basics of how an executive compensation
plans work.
Please click the video below to watch the video:
How Executive Compensation Plans Work
Video Takeaways
The video provides an overview of how CEOs are compensated. The compensation
received for “Tim” in the video included, salary, retirement, and life insurance. The
company and the employee have an advantage when they work together to create the
executive compensation plan.

The Executive Pay Controversy

CEO compensation has been in the spotlight for years. However, little has been done to
reduce he exorbitant executive compensation packages. The outrage stems from
numerous reports that executive pay is increasing but regular worker wages are
declining or stagnant. Please read the article below titled, “The Issues and Debates
Surrounding CEO Compensation” written by John Reh for The Balance Careers. After
reading the article, you will be able to answer the following questions:

 How are CEOs compensated?

 What do CEOs do for their money?
Click the link below to read the article:
The Issues and Debates Surrounding CEO Compensation.
Article Takeaways
Some of the ways CEOs are compensated using bonuses, stock grants, deferred
compensation and expense accounts. The CEO of an organization is accountable for
ensuring the development and deployment of a strategy intended to achieve
stakeholder objectives.
The top executive is accountable to the board of directors for creating and sustaining a
healthy, growing business from an external perspective, the CEO is the public face of
the firm on a grand scale, representing the company in all the media and mediums in
use in our world.

Lesson 1 Complete!
You completed the first lesson of this lecture. Please scroll down to complete the Check
Your Knowledge activity, in which you answer four True/False questions. You will
have unlimited attempts to do this activity, so do not worry if you do not get it correct
the first time. This is a non-graded activity.

Check your Knowledge #1

True or False: Executive compensation is geared towards rewards for actual results
rather than for work performed.
True or False: Human capital theory examines the individual characteristics of
executives in attempting to predict pay levels
True or False: An executive is responsible for the activities of a group of employees in
an organization.
(a manager)
True or False: A vice president is the second-highest management level and reports to
the President or another top executive.

Lesson 2: Executive Compensation Packages

Designing Executive Pay Policies
Much like designing traditional compensation policies, executive pay policies and
rewards must reflect the mission, vision and values of the organization. “Most
executives know that when an organization has a stated mission, vision and values and
operates from a position of adhering to these tenets, the long-term impact on the
organization is powerful, significant and compelling” (Graham, Roth & Dugan, 2008, p.
68).
HR’s Role
HR’s job during the executive compensation design process is to inform management of
the benefits costs and options available. “HR is key in determining what in-house and
outside expertise is needed to sufficiently handle an executive compensation program”
(Designing Executive Compensation…, n.d., para. 9). Executive compensation
programs risk failure if it is not communicated properly. Effective communication can
prevent employee perceptions of unfair executive pay.

Components of Executive Compensation

The most common components of an executive compensation plan are: base salary,
bonuses, long-term incentives, stock options and perquisites.
Base Salary
Base salary should reward the day-to-day activity of executives. Base salary is the
standard wage paid to an executive that typically is the largest share of an annual
compensation package, except for CEO compensation. Due to the complex and
unpredictable nature of a CEO’s work, it is not possible to specify responsibilities.
Additionally, internal and external market factors make it impossible to describe a
CEOs’ jobs (How to Design…, 2009, para. 10).
Bonuses (Short-term incentives)
Annual incentives and bonuses are a common way to provide incentive compensation
to executives. Bonuses may be paid as a fixed amount or as a percentage of sales or
profits. Bonus amounts vary depending on the industry (Designing Executive
Compensation…, n.d.).
Four types of bonuses are common in executive compensation:

 Discretionary bonus – bonuses are awarded on an elective basis. Companies

weigh the following factors when determining discretionary bonuses: company
profits, financial condition of the company, business conditions and prospects for
the future.
 Performance-contingent bonus – bonus amount is based on achievement of a
specific performance criteria.
 Predetermined allocation bonus – total bonus amount available is a fixed
amount.
 Target plan bonus – bonuses are tied to executive performance. However,
executives do not receive bonuses when their performance falls below minimally
acceptable standards.
(Designing Executive Compensation…, n.d.).
Long-term incentives
Long-term incentive plans have performance measurement period of three years or
more. They are provided to executives “whose decisions and actions have a direct
impact on the performance and success of the entire organization” (Designing Executive
Compensation…, n.d., para. 25).
When long-term incentives are used correctly, they accomplish one of the following
objectives:

 Align executive interest with that of key shareholders.

 Attract and retain executives.
 Promote long-term thinking.
 Share the success of the organization with the executive.
  Long-term incentive plans can be used as a platform for wealth accumulation
programs.
(Graham, Roth & Dugan, 2018, p. 312).
Stock Plans
Stock options are used to give executives an opportunity for a significant amount of
additional compensation. It can be used alone or in combination with nonqualified
stock options. Two of the most common stock options are incentive stock and non-
statutory stock options. Incentive stock options allow executives to purchase company
stock in the future at a predetermined price. Non-statutory stock options require
executives to pay taxes on the difference between the discounted price and the fair
market value of the stock (Designing Executive Compensation…, n.d.).
Now that you have learned about the various stock options available to executives,
please read the article below titled, “What you need to know about stock options”
written by Brian J. Hall for Harvard Business Review. After reading the article, you will
be able to answer the following:

 What is the main goal in granting stock options?

Please click the link below to read the article:
What you need to know about stock options

Type your answer here

Article Takeaways
In the 1980s, the biggest component of executive compensation was cash. Now, the
biggest component is stock options. The main goal in granting stock options is to tie
pay to performance. By increasing the number of shares executives control, option
grants have strengthened the link between pay and performance. There are some critics
that argue stock options do not work and they reward executives even if performance is
subpar.
Perquisites
Perquisites are ‘indirect pay or noncash privileges” (Designing Executive
Compensation…, n.d.). They include benefits such as company cars, free lunch, legal
services, security detail and travel perks.
Perquisites serve the following four purposes:

 Recognition of executives’ attained status

 Personal comfort or a business tool
 Use of corporate jets could be a security measure for high profile executives
 Perks such as a chauffeur allows executives to have fewer distractions
(Designing Executive Compensation…, n.d.).

Lesson 2 Complete!
You completed the second lesson of this lecture. Please scroll down to complete the
Check Your Knowledge activity, in which you answer four True/False questions. You
will have unlimited attempts to do this activity, so do not worry if you do not get it
correct the first time. This is a non-graded activity.

Check your Knowledge #2

True or False: Executive pay policies and rewards must reflect the mission, vision and
values of the organization
True or False: Long-term incentive plans have performance measurement period of
two years or more.
(3 years or more)
True or False: Stock options can be used alone or in combination with nonqualified
stock options.
True or False: One component of an executive compensation plan is bonuses.
True or False: Another name for perquisites is performance pay.
(perks)

Lesson 3: External Influences on Executive Compensation

External factors that influence executive compensation include the public, unions and
government.

Public
Most executives want to preserve a positive public image. Most executive
compensation packages do not warrant public outcry. In fact, only about 10 percent of
companies who have executive rewards strategies find themselves in the spotlight
(Graham, Roth & Dugan, 2018). Public outcry has caused some companies to reevaluate
their executive compensation strategies.
One of the ramifications of public dissatisfaction with executive pay is strikes. Strikes
are used to bring more attention to pay equity issues and can paint the organization in a
bad light. This is especially troubling when organizations have layoffs and/or have low
profits but executives still receive their total compensation.

Unions
Historically, unions had little influence over the design of executive pay. “Today,
employee unions are becoming increasingly active in trying to influence executive
reward program design” (Graham, Roth & Dugan, 2018, p. 25). Unions highlight the
exorbitant CEO packages to bring light to income inequality. However, unions have
also been criticized for being hypocrites in this fight. Please read the article titled, “Big
Labor Slams CEO Pay, While Ignoring Fat Salaries for Union Bosses” written by
Investor’s Business Daily’s Editorial Board. After reading the article, answer the
following question:

 Do you believe it is hypocritical for unions to criticize CEO salaries when some
union bosses have higher salaries? Explain your answer.
Please click the link below to read the article:
Big Labor Slams CEO Pay, While Ignoring Fat Salaries for Union Bosses

Type your answer here

Article Takeaways
The article suggests that the AFL-CIO releases misleading data regarding executive
compensation each year, while failing to acknowledge that union bosses have bigger
salaries than CEOs. The average wage for all CEOs in 2016 was $194,350. Labor union
presidents made an average of $252,370, plus another $31,000 in benefits. The highest
paid union president made $526,292, plus $250,000 in benefits.

Government
The U.S. government regulates executive compensation through the following agencies:

 Department of Labor (DOL) & ERISA – the DOL Employee Benefit Security
Administration determined that pension funds had a “fiduciary obligation to
vote all proxies in the best interest of their beneficiaries” (Department of
Labor…, n.d., para. 1). A fiduciary is a person or organization that acts on behalf
of another person or persons to manage money (para. 1).
  Department of the Treasury – the Treasury Department ensures that taxes and
the ability to defer taxation of executive compensation is done correctly
(Department of Labor…, n.d., para. 1).
 Internal Revenue Service (IRS) – the IRS enforces tax codes passed by Congress
which provide rules for executive compensation (Department of Labor…, n.d.,
para. 1).
 Securities and Exchange Commission - The Securities and Exchange Commission
is the primary regulator of financial markets in the United States. “The SEC’s
mission is to protect investors, maintain fair, orderly, and efficient markets, and
to facilitate capital formation” (Department of Labor…, n.d., para. 1).
Dodd-Frank Act
In 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (Dodd-Frank). The act mostly covers regulatory
reform for the financial sector. However, it contains several executive compensation
reforms that apply to most U.S. public companies. Some of the provisions include:
 shareholder voting on executive compensation (“say-on-pay”) and golden
parachutes;
 new independence requirements and considerations for compensation
committees and their advisers;
 shareholder access to proxy materials to nominate directors;
 executive compensation disclosures of pay-versus-performance and internal pay
equity;
 a requirement that companies adopt a policy providing for the recovery of
executive compensation in the event of a financial statement restatement (a
“clawback policy”);
 disclosure of company policies on hedging of company securities by directors or
employees;
 elimination of discretionary voting by brokers on executive compensation and
other matters;
 elimination of the requirement for auditor attestation regarding internal controls
for non-accelerated filers; and
 revisions to SEC beneficial ownership and Section 16 short-swing profit
reporting.
(Kinel, 2010, para. 2).

Lesson 3 Complete!
You completed the third lesson of this lecture. Please scroll down to complete the
Check Your Knowledge activity, in which you answer four True/False questions. You
will have unlimited attempts to do this activity, so do not worry if you do not get it
correct the first time. This is a non-graded activity.
Check your Knowledge #3
True or False: External factors that influence executive compensation include the public,
government and unions.
True or False: The IRS- ensures that taxes and the ability to defer taxation of executive
compensation is done correctly
(Treasury Department ensures that taxes and the ability to defer taxation of executive
compensation is done correctly
True or False: The Dodd-Frank Act contains several executive compensation reforms
that apply to most U.S. public companies.
True or False: Historically, unions had little influence over the design of executive pay.

Lesson 4: Internal Influences on Executive Compensation

Some of the internal influences on executive compensation include board members,
compensation committees and shareholders

Board Members/Compensation Committees

Board members are representatives elected by shareholders. They are responsible for
overseeing a company’s management team and they ensure that executive
compensation programs support the creation and sustainability of shareholder value.
Every board has a compensation committee that determines how much the CEO gets
compensated. Some critics of executive compensation argue that board members are
looking out for their own interests when determining executive pay. Please read the
article below titled, “Corporate Boards and self-dealing lead to outrageous CEO pay”
written by Chris Tomlinson for The Houston Chronicle. After the reading the article,
answer the following:

 In your opinion, is it ethical for CEOs to be the chair of the board of directors?
Explain.
Please click the link below to read the article:
Corporate Boards and self-dealing lead to outrageous CEO pay

Type your answer here

Article Takeaways
At half of the S&P 500 corporations, the CEO is also chair of the board of directors.
When it comes time to elect a chair for the compensation committee, nearly all boards
choose someone who is, or has been, a CEO. Statistically, then, at least half the time a
CEO will appoint another CEO to lead the committee that will decide how much he or
she gets paid. Big time CEOs not only run their own corporations, but about 45 percent
of them also serve on the board of at least one other company, according to the Spencer
Stuart Board Index (SpencerStuart Website, n.d.). Because they are an experienced CEO,
they are likely to serve as chair of the board’s compensation committee. CEOs
essentially have an ad hoc union where they indirectly boost their pay by increasing
another CEO’s pay.

Shareholders & Investors

Shareholders aim to align executive compensation with shareholder returns and
sustainable company performance. “A challenge in executive compensation design is
the breadth of agendas and profiles among investors” (Graham, Roth, & Dugan, 2018, p.
35).
Say-on-Pay
Due to provisions set in the Dodd-Frank Act, shareholders can vote on executive
compensation at least once every three years. This is called “say-on-pay.” In the US,
say-on-pay votes are non-binding advisory votes by shareholders, most commonly
conducted on an annual basis at the annual general meeting. As an advisory vote, even
if a say-on-pay proposal did not receive majority support, this would not prevent a
company from implementing its pay practices (Novick, 2019).

Compensation Consultants
Compensation consultants are independent advisors who are often retained by the
Compensation Committee to provide advice on executive compensation. Nearly 90% of
large companies use compensation consultants and 90% of retention agreements are
made directly with the Compensation Committee or Board. In addition to traditional
compensation consultants, advisors to the Compensation Committee may include tax
and accounting experts in particularly complex situations (Novick, 2019).

Lesson 4 Complete!
You completed the fourth lesson of this lecture. Please scroll down to complete the
Check Your Knowledge activity, in which you answer four True/False questions. You
will have unlimited attempts to do this activity, so do not worry if you do not get it
correct the first time. This is a non-graded activity.

Check your Knowledge #4

True or False: Board members are representatives elected by shareholders.
True or False: At half of the S&P 500 corporations, the CEO is also chair of the board of
directors.
True or False: Say-on-Pay’ votes determine how much executives will get paid.
(Say-on-Pay’ votes allow shareholders to express their views on executive compensation, but
they do not determine how much executives will be paid. Boards of directors, their Compensation
Committees, and compensation consultants design, structure, and approve compensation plans.)
True or False: Shareholders aim to align executive compensation with shareholder
returns and sustainable company performance.

Lesson 5: Solutions to Excessive Executive Compensation

The issues and controversy surrounding executive compensation are not new. In fact,
economist Adam Smith analyzed executive compensation issues more than 200 years
ago (FTI Journal, 2010). “Weak boards, dispersed ownership and an ill-informed
financial community all contributed to the problem” (para. 1).

Solutions to Excessive Executive Compensation

Changing Corporate Culture
“Creating a culture of performance begins with the people – hiring, retaining,
developing and rewarding the right talent” (Swinford, 2017, para. 3). Issues with
executive compensation stem from excessive compensation packages that many feels
are not deserved. This is evident in the cases where executives still receive
compensation packages when their organizations are not doing well. Building a culture
of responsibility and accountability is essential to address issues around executive
compensation.

In order to identify potential conflicts of interest surrounding executive pay that impact
company culture, companies should do the following:
 Do not provide multi-period compensation packages.
 Carefully monitor CEO and financial analyst relationships.
 Establish an independent compensation committee composed of board members
without CEO participation.
 Limit to only the CEO and certain top executives the grant of options and
deferred stock, and with these, make every effort to establish true estimates of
costs to the company and their impact on the CEO and firm value.
(FTI Journal, n.d., para. 3).

The Role of Corporate Governance

“Corporate governance refers to the set of systems, principles and processes by which a
company is governed. They provide the guidelines as to how the company can be
directed or controlled such that it can fulfil its goals and objectives in a manner that
adds to the value of the company and is also beneficial for all stakeholders in the long
term” (Thomson, 2009, para. 1). Corporate governance aims to reconcile the
relationship between the CEO, board members, stockholders and other outside
members by aligning responsibilities, measuring performance and rewarding or
penalizing managers, in line with their impact on the company’s long-term goals (FTI
Journal, 2010).

Changing corporate governance rules can help rein in excessive executive

compensation. Currently, the “say-on-pay” policy allows shareholders to vote up or
down on pay packages. The vote is non-binding so the company does not have to
change their package. If the rule was changed to where board of directors lost their
stipends for a year if there is a “no” vote, they may begin to think about the executive
pay packages that they are providing to CEOs.

Tax Code Solutions

“Tax incentives and penalties should be paired with policies aimed at fixing the broken
corporate governance structures that have allowed CEO pay to skyrocket in recent
decades” (Baker, Bivens & Schieder, 2019, para. 40). Please read the article below titled,
“How to Solve the disparity Between Executive Compensation and the Average
Employee’s Wages” written by John Coble for The Medium. When reading the article,
play close attention to the tax solutions recommended to reign in executive
compensation. After reading the article, answer the following question:

 Why does the author believe the limiting the deductibility of executive
compensation in excel of $1 million is a failed solution?
 Do you agree with the author’s findings?

Please click the link below to read the article:

How to Solve the disparity Between Executive Compensation and the Average
Employee’s Wages

Type your answer here

Article Takeaways
The author, John Coble, believes executives are being paid excessive amounts for no
valid reason. He also believes the current tax code does little to eliminate excessive pay
packages. He believes a better tax solution would be to tax the excess of the average
worker’s pay for the company at 100%. This would do a lot to reduce income inequality
and bring average worker’s compensation closer to the actual value that the worker
brings to the company.

Lesson 5 Complete!
You completed the fifth lesson of this lecture. Please scroll down to complete the Check
Your Knowledge activity, in which you answer four True/False questions. You will
have unlimited attempts to do this activity, so do not worry if you do not get it correct
the first time. This is a non-graded activity.

Check your Knowledge #5

True or False: Issues with executive compensation stem from excessive compensation
packages that many feels are not deserved.
True or False: It is a good idea to provide multi-period compensation packages.
(In order to identify potential conflicts of interest surrounding executive pay that
impact company culture, companies should not provide multi-period compensation
packages.)
True or False: Corporate governance refers to the set of systems, principles and
processes by which a company is governed.
True or False: Changing corporate governance rules can help rein in excessive executive
compensation.

Conclusion
Executive compensation will continue to be in the spotlight and face controversy. The
focus on pay equity is the driving force behind eliminating many of the exorbitant
compensation packages CEOs receive. Legislation such as Dodd-Frank has assisted in
this effort with Say-on-Pay’ votes that allow shareholders to express their views on
executive compensation. However, these votes do not determine how much executives
will be paid. Boards of directors, their Compensation Committees, and compensation
consultants design, structure, and approve compensation plans. Ultimately the decision
on executive compensation falls on the Board.

References:
Baker, D., Bivens, J., & Schieder, J. (2019). Reigning in CEO Compensation and
Curbing the Rise of Inequality. Retrieved from
https://www.epi.org/publication/reining-in-ceo-compensation-and-curbing-
the-rise-of-inequality/
Centers on Executive Compensation Website. (n.d.). Department of Labor & ERISA.
Retrieved from http://execcomp.org/Issues/Issue/department-of-labor-and-
erisa.
Centers on Executive Compensation Website. (n.d.). Department of the Treasury.
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erisa.
Centers on Executive Compensation Website. (n.d.). Internal Revenue Service.
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Centers on Executive Compensation Website. (n.d.). Securities and Exchange
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labor-and-erisa.
Chand, S. (n.d.). 7 Important Theories That Can Explain Executive Compensation.
Retrieved from http://www.yourarticlelibrary.com/business-management/7-
important-theories-that-can-explain-executive-compensation/2595.
Coble, J. (2019, June 18). How to Solve the Disparity Between Executive Compensation
and the Average Employee’s Wages. Retrieved from
https://medium.com/swlh/how-to-solve-the-disparity-between-executive-
compensation-and-the-average-employees-wages-9972e2d6679a.
FTI Journal Website. (April 2010) Executive Compensation: A New Solution to an Old
Problem. Retrieved from http://www.ftijournal.com/article/Executive-
Compensation-A-New-Solution-to-an-Old-Problem.
Graham, M., Roth, T., & Dugan, D. (2018). Effective Executive Compensation.
New York, NY: AMACOM.
Hall, B. (2000, March-April). What Your Need to Know About Stock Options.
Retrieved from https://hbr.org/2000/03/what-you-need-to-know-about-stock-
options.
Investor’s Business Daily Website. (2017, May 15). Big Labor Slams CEO Pay, While
Ignoring Fat Salaries For Union Bosses. Retrieved from
https://www.investors.com/politics/editorials/big-labor-slams-ceo-pay-while-
ignoring-fat-salaries-for-union-bosses/.
Kinel, D. (October 2010). The Impact of the Dodd-Frank Act on Executive
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on-executive-compensation-and-corporate-governance
McCrimmon, M. (n.d.). What is an executive? Retrieved from
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role-of-public-company-shareholders/.
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Shampine, R. (2016, November 11). How Executive Compensation Plans Work.
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SHRM Website. (n.d.). Designing Executive Compensation Plans. Retrieved from
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executivecompensationplans.aspx.
SpencerStuart Website. (n.d.) Retrieved from
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Swinford, D. (October 2017). Supporting Culture Through Compensation, Recognition,
and Reward Systems. Retrieved from
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through-compensation-recognition-and-reward-systems-page.
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executive-compensation.
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governance/articleshow/3995278.cms?from=mdr.
Tomlinson, C. (2019, June 17). Corporate Boards and self-dealing lead to outrageous
CEO pay. Retrieved from
https://www.houstonchronicle.com/business/columnists/tomlinson/article/
Corporate-boards-and-self-dealing-leads-to-13969309.php.