Executive Superstars, Peer Groups and Overcompensation: Cause, Effect and Solution

35 Pages Posted: 7 Aug 2012 Last revised: 5 Jun 2013

Charles M. Elson

University of Delaware - John L. Weinberg Center for Corporate Governance

Craig K. Ferrere

Harvard Law School class of 2017

Date Written: August 7, 2012

Abstract

In setting the pay of their CEOs, boards invariably reference the pay of the executives at other enterprises in similar industries and of similar size and complexity. In what is described as “competitive benchmarking”, compensation levels are generally targeted to either the 50th, 75th, or 90th percentile. This process is alleged to provide an effective gauge of “market wages” which are necessary for executive retention. As we will describe, this conception of such a market was created purely by happenstance and based upon flawed assumptions, particularly the easy transferability of executive talent. Because of its uniform application across companies, the effects of structural flaws in its design significantly affect the level of executive compensation.

It has been observed in both the academic and professional communities that the practice of targeting the pay of executives to median or higher levels of the competitive benchmark will naturally create an upward bias and movement in total compensation amounts. Whether this escalation has been dramatic or merely incremental, the compounded effect has been to create a significant disparity between the pay of CEOs and what is appropriate to the companies they run. This is not surprising. By basing pay on primarily external comparisons, a separate regime which was untethered from the actual wage structures of the rest of the organization was established. Over time, these disconnected systems were bound to diverge.

The pay of a chief executive officer, however, has a profound effect on the incentive structure throughout the corporate hierarchy. Rising pay thus has costs far greater than the amount actually transferred to the CEOs themselves. To mitigate this, boards must set pay in a manner in which is more consistent with the internal corporate wage structures. An important step in that direction is to diminish the focus on external benchmarking.

We argue that: (I) theories of optimal market-based contracting are misguided in that they are predicated upon the chimerical notion of vigorous and competitive markets for transferable executive talent; (II) that even boards comprised of only the most faithful fiduciaries of shareholder interests will fail to reach an agreeable resolution to the compensation conundrum because of the unfounded reliance on the structurally malignant and unnecessary process of peer benchmarking; and, (III) that the solution lies in avoiding the mechanistic and arbitrary application of peer group data in arriving at executive compensation levels. Instead, independent and shareholder-conscious compensation committees must develop internally created standards of pay based on the individual nature of the organization concerned, its particular competitive environment and its internal dynamics.

Keywords: Executive Compensation, Peer Groups, Peer Benchmarking

Suggested Citation

Elson, Charles M. and Ferrere, Craig K., Executive Superstars, Peer Groups and Overcompensation: Cause, Effect and Solution (August 7, 2012). Available at SSRN: https://ssrn.com/abstract=2125979 or http://dx.doi.org/10.2139/ssrn.2125979

Charles M. Elson (Contact Author)

University of Delaware - John L. Weinberg Center for Corporate Governance ( email )

Alfred Lerner Hall, Room 104
Newark, DE 19716
United States
302-831-6157 (Phone)

Craig K. Ferrere

Harvard Law School class of 2017 ( email )

1563 Massachusetts Avenue
Cambridge, MA 02138
United States

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