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The Reason CEOs Make 350 Times More Money Than Their Workers -- And Why That's Terrible for the Economy

The top dogs have a huge interest in allocating corporate resources to jack up their companies’ stock prices, thanks to some terrible decisions by the SEC.
 
 
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In 1991, well-known compensation consultant Graef S. Crystal published In Search of Excess: The Overcompensation of American Executives in response to an explosion in executive pay that occurred in the US in the 1970s and 1980s. How, Crystal asked, did it make any economic sense for the CEOs in his sample of 200 large US corporations to be making 130 times the pay of the average American worker? And why were they making about seven times the compensation of their CEO counterparts at Japanese companies, many of which were out-competing their US rivals?

Yet the  surge in top executive pay that Crystal observed 20 years ago pales in comparison to the volcanic eruption that has occurred since then. In the mid-2000s, top executive pay in the United States was about three times higher in real terms than the levels of the early 1990s. And the ratio of the average compensation of the CEOs of the largest corporations to that of the average worker climbed  as high as 525:1 in 2000 before declining to what has become the “new normal” of about 350:1 in 2010. The gains from exercising stock options represent both the largest and most variable component of top executive pay, giving CEOs, CFOs, and other top dogs a huge interest in allocating corporate resources in ways that jack up their companies’ stock prices — most notably through stock buybacks that can run into billions of dollars per year.

Large corporations use buybacks to manipulate the stock market. And the fact that top corporate executives can sell the shares that they acquire from exercising stock options without any delay means that, avoiding any risk, they can capitalize on the short swings in their company’s stock price that their corporate allocation decisions help to create. Nice work if you can get it! And guess how they got it? A gift of the regulator of US stock markets, the Securities and Exchange Commission (SEC).

 

In 1982 and 1991 the SEC - the US government agency which is supposed to protect stock-market investors from stock-price manipulation and short-swing profits by insiders — promulgated rule changes that gave the wolves free access to the chicken coop. 

Under the  Securities Exchange Act of 1934, large-scale stock repurchases can be construed as an attempt to manipulate a company’s stock price. In November 1982, however, SEC  Rule 10b-18 changed all that. The new rule provided companies with a “safe harbor” that assured them that manipulation charges would not be filed if each day’s open-market repurchases were not greater than 25% of the stock’s average daily trading volume for the previous four weeks and if the company refrained from doing buybacks at the beginning and end of the trading day. Under these rules, during the single trading day of, for example, July 13, 2011, a leading stock repurchaser such as Exxon Mobil could have done as much as $416 million in buybacks, Bank of America $402 million, Microsoft $390 million, Intel $285 million, Cisco $269 million, GE $230 million, and IBM $220 million. And, according to the rules, buybacks on these scales can be repeated day after trading day.

Stock-buyback programs — say, $10 billion over four years — require the approval of a company’s board of directors. But, with a program in place, the company is not required to disclose the dates on which buybacks are actually done (a 2004 amendment to Rule 10b-18 only requires that a company report in its 10-Q filing repurchases in the previous quarter, well after the fact). So top executives who make decisions to do buybacks are privy to inside information that, as holders of stock options, can be very valuable to them.

 
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