How to Fix the Compensation Issue… Yesterday!

With all the tone-deafness that followed the great compensation debate of 2009, I have a very simple solution. The problem, despite what people commonly believe, is not the absolute level of compensation. No, it’s the fact that management’s personal incentives and employees’ incentives are aligned–shareholders are still in the wilderness. How many times have we heard the trite, absolutely silly refrain stating “we need to pay the valuable people that know where the bodies are buried so they can dispose of them!”? Way too many. Although, there are dozens of examples of retention bonuses being paid to people as they resign… Idiots.

So, what do I suggest? Add all compensation, beyond a base limit, say $250,000, as T.A.R.P. debt to institutions who have already received funds under the program–and the interest rate from this new debt should be very high. I would suggest… okay, I never merely suggest… I would demand (better!) that this new debt carry a high coupon. Maybe even ensure the interest owed is cutely linked to the way these publicly owned (partially, anyway) institutions are negatively impacting our economy. One example: this new debt could carry an interest rate equal to the greater of the (a) median of the top quartile of credit card interest rates issued by the company in question and (b) 24.99%.

Now, what does this do? It better aligns management and shareholders. How can a C.E.O. allow divisions that lost billions to run up it’s debt? And, how can an institution award these bonuses necessary to pay people, right out of taxpayer money, if they aren’t willing to pay it back later? By definition, every dollar that flows into the pockets of employees can’t go back to the taxpayers whose money saved these same institutions. Once managers need to actually justify why they are paying people, due to the higher cost, I guarantee fewer employees will receive these higher bonuses. Gone will be the cuspy performers who are being paid because Wall St. is a creature of habit. This will create a wholesale re-thinking of compensation at many institutions. And, honestly, it’s long overdue. To be honest, I don’t really view this higher cost as excessive, either. People being paid 8-12% of profits (it’s actually revenue traders are compensated on, but don’t tell anyone that) should wind up actually costing 10%-20% of profits with this excess debt, perhaps as high as 30%–but these employees continue to be employed and able to profit due to taxpayer funds to begin with. It’s time managers are required justify, to their boards and owners, why high compensation for various employees is necessary. And, since companies say a surtax or banning of bonuses is bad and bonuses are absolutely required, they should be more than willing to pay these higher rates–they need these people after all!

Rick Santelli is a Lesson for our Children

So, by now you’ve heard of the rant of some guy I’d never heard of before (not to be confused with Barron’s Michael Santoli). Does anyone else find it amusing that Mr. Santelli was ranting on the floor of an “open outcry” trading pit? That’s right, he was ranting about wasteful spending to help homeowners while standing on a monument to the past of finance and inefficient execution.

Mr. Santelli, while I completely accept the fact that you are most likely compensated based on how many viewers you reel in and your entertainment value, and certainly not based on the quality of your journalism (this is CNBC after all, the house of Cramer), analysis, or even grasp of reality, you should still, every now and again, try reading something. From the details of the plan one could learn some simple things:

1. The plan is available only to those people whose mortgages are owned by Fannie or Freddie or those whose mortgages were backed by Fannie and Freddie and put into securities by them. Fannie and Freddie have strict limits on whose mortgages can go into those pools. They have to have high FICO scores, relatively low LTVs, and there is a maximum size allowed. Please note that this restriction, in and of itself, totally disqualifies sub-prime mortgage loans. Let me repeat: sub-prime mortgages and agency-backed mortgages are a totally disjoint set of mortgage loans–there is no overlap.

2. The program does not reduce principal owed. So, in essence, there is no forgiveness of debt, but only a reduction in interest rates and, perhaps, an extending of the term of the loan to reduce monthly payments. People still owe the same amount as before. Sounds like a welfare state to me…

3. The program doesn’t allow refinancing of second homes or investment properties. So all the speculators that own 3 houses on that were supposed to be flipped cannot refinance any mortgages except for the single first mortgage on the house they currently reside in.

4. Second mortgages aren’t covered under the plan. All the people who took out HELOCs to borrow money to buy stocks aren’t going to be bailed out either.

5. There is about $75 billion being used to help stabilize the multi-trillion dollar mortgage market. This number alone implied that there is some selection process to weed out unworthy people from being given government funds.

Look, I want the economy to improve as much as the next guy, but I think swelling the unemployment rolls by one idiotic reporter might be the kind of change I can believe in. Oh, and let’s finally close down the value-destroying open-outcry trading pits. Maybe removing that friction in our economy can help us save a few dollars.

I was going to stop here, but I’ll be honest… the complete and total stupidity of Santelli and those knuckle dragging dinosaurs who still use hand motions to make money, add trnsaction costs, and keep the computers at bay (not all of them, but most of them, I’m sure) on the floor of the C.M.E. are the reason middle America hates everyone in finance. Further, it’s the reason we need a bailout. How often did I hear “not my problem” or “because that’s where the market is” or any number of other, totally tone-deaf incantations from the mouths of people making seven-digit bonuses? Often. And, to be honest, do we have even single piece of tape with Mr. Santelli yelling about taxpayers paying for Citi? Bank of America? How about AIG? No? Well, we gave Merrill Lynch $15 billion and around $4 billion of that was immediately blown through to mint 696 seven-digit bonuses.

At least I can take comfort in knowing that Mr. Santelli will be forgotten in 100 years and that his rant likely has no lasting impact on our society–it showcases the worst, most base and uninformed stupididty. Children, pay attention in school or you’ll wind up working on the CME trading floor for CNBC.

Time For The Next Generation of Executives

Dear Shareholders:

I am writing to offer my name into consideration for the executive positions within your company–specifically, the Chief Executive Officer–and hope you will agree I am the perfect fit. I am well educated, resourceful, analytical, ethical, and decisive. However, this mix of qualities can be found in a myriad of candidates. What I would bring to your executive suite is much more valuable in these troubled times.

Before I elaborate, let me deal with an issue that I’m sure is at the forefront of your mind–my expectations for compensation. I am quite aware that there is an eminent move by the Obama administration to limit executive pay, and this is one reason I am currently writing to you. I realize that the common perception is, in the words of James F. Reda, “[that] $500,000 is not a lot of money, particularly if there is no bonus.” I wholeheartedly support others, who also seek this position, declining to be considered because of the meager pay. As a matter of fact, I will take the position for $400,000, if offered. Further, I encourage you to pay me three-quarters of that amount in equity. The reason I would suggest this is closely linked to my qualifications for the job, beyond the aforementioned.

First, I promise to be accountable. In these troubled times transparency is of the utmost importance. Companies’ leaders have to answer to their shareholders, their directors, their employees, and even, in some instances, the government. Uncertainty and the loss of confidence has caused the collapse of many firms. Too many executives have skated through the crisis by blaming problems on their predecessors (using codewords like “legacy assets”) a year or more later. Trumpeting a business model or a plan for months, or even years, to investors and the public alike, and then changing course abruptly shows a lack of leadership and ensures the market will assume the worst. In short, I will take responsibility for what happens on my watch, ensure my decisions are transparent, and will be ready to accept the consequences of my decisions and performance rather than deflect criticism.

Second, I will be a steward of our firm’s reputation and brand. Too many firms have consistently done the exact wrong thing. I will institute rules that ensure our sterling reputation emerges from this crisis intact. Further, I will hold employees accountable for actions that harm our image and will be harsh and swift to send the message that our firm doesn’t tolerate actions that cut against our values. Simultaneously, I will be a strong advocate for defensible decisions and use my position to ensure all relevant stakeholders understand our reasoning–I refuse to let the media scare me into making decisions that aren’t in the best interest of our firm. I will also ensure that tough decisions, like deferring or drastically reducing employee compensation, are made and explained. I promise not to tarnish our firm by repeating half truths and party-line nonsense in defense of the status quo.

Third, I promise to not be ruled by quarterly results and short-term gains. How many assets could have been sold and moved off of firm’s balance sheets, but for executives’ reluctance to miss out on any “upside” of these assets? How many buybacks and ill-conceived mergers were executed because they were the flavor of the day? How much more leverage was taken on because interest rates were low and competitors were doing the same? I will not bow to these “fads” and optical enhancements to earnings, at the expense of logic and long-term strength.

Fourth, I promise to get involved with every aspect of our business. I will make it my job to ensure I am very familiar with all of our products. Further, I promise to dive deeply enough into our business that I will be able to make intelligent decisions where others will not. If no one is asking the difficult questions, I will. If there is a poor incentive structure that leads to poor controls, risk management, or business practices, I promise to find out about it myself, not be told about the problem(s) when it starts adversely affect our firm.

Fifth, and lastly, I promise to eschew the trappings associated with being an executive–I will lead by example. I will set the example for our employees. I will maintain a modest office, fly commercial whenever possible (and that does not translate to “whenever I want to”), and ensure the company never incurs expenses for my comfort or convenience. In an era where travel and expenses are highly restricted for legitimate business purposes, for me to use my position for my own convenience would be inappropriate.

It is clear to me that I will bring exactly the sort of fundamental, common sense changes to your executive office that your firm needs. The past few weeks have shown us all that the current generation of executives, seemingly uniformly, completely fail to meet the obvious standards needed to lead our companies. Recent events have left companies’ equity values depressed, morale crushed, and, in some instances, partial or total financial collapse because of executives’ poor decisions, poor management of their brand and perception, refusal to take personal responsibility, and inability to think objectively and dispassionately about their business. And, when these executives have been forced out, they have been paid handsomely for doing an atrocious job by any objective measure. Simply put, I offer something different–any reward I will reap will come from the same reward you, as an investor, expect: an increase in the value of the firm’s equity.

I hope you agree with me that I am a great fit for an executive position–specifically, Chief Executive Officer–at your firm. Should you have any further questions, please feel free to contact me at DearJohnThain@gmail.com. I look forward to hearing back from you.

Sincerely,

Dear John Thain

Semblance of Rationality in Compensation Structure, Finally

It’s finally occurred. As I just read on Clusterstock, there is officially some sort rationality creeping into Wall St. payment structures. Claw-backs are here, as I suggested previously (I was hardly alone). Now, I wonder what the real impetus behind this sort of decision really is. Is it public officials railing against bonuses? Traders who were paid millions to put on the positions that are now sinking their (former) employers? Or, perhaps it’s the fact the C.E.O.’s and executives who are used to taking no risk whatsoever, as Felix also intuits, and are used to being compensated in the ponzi scheme that has the slogan, “in line with our peers.” This sort of groupthink, parading as transparency (that only pertains to rising compensation, obviously) has been championed by familiar names. But, other familiar names have been railing against exactly this sort of thing (yes, all of those links are to distinct posts on the Icahn Report …). I wonder if some of those executives are angry at having to give up theirs and not being able to inflict the same on their minions… Not totally unjustifiable, after all it wasn’t John Mack who persoanlly took the positions that have caused writedowns at his firm, just like it wasn’t Vikram at Citi. Still, when the kings get stung you know the subjects will feel it.

This relates to some other topics on anti-competitive behavior, but I’ll leave those for the time being.

On Executives and Risk

Okay, I read the NYT Dealbook post on Alan Schwartz, and I have to admit, it completely destroys the entire notion of executives at firms, especially like Bear, as having any real personal risk. Let me quote…

Mr. Schwartz, Bear Stearns’s chief executive during the firm’s near-collapse, has been talking with Goldman Sachs, Citigroup, private equity firm Kohlberg Kravis Roberts and boutique advisory firm Centerview Partners, among others, people briefed on the matter told DealBook.

(emphasis theirs).

Okay, now, here’s the issue I have: Alan Schwartz is the reason Bear doesn’t exist today. Remember the three part WSJ article about Bear going under? Remember what I noted about the first part? Alan Schwartz, who is not a trader, vetoed the very trade(s) that would have saved Bear and was proposed by his senior traders. What happened from that decision was that thousands of people lost their jobs, the firm went out of business, and a lot of other, very bad, things. That’s fine that he made the decision. I almost don’t care that he was wrong. However, it’s a huge moral hazard/slippery slope/perverse incentive/etc. Alan Schwartz should be toxic right now.

One can argue about Stan O’Neil, Chuck Prince, or any of the other C.E.O.’s that lost their jobs but got large payouts. (I don’t support that either, by the way–if you were at the helm, you should take what you’ve already been given and neither ask for nor accept any more. You retire/leave rich nevertheless–but boards were incompetent, stupid, or in league on promising these things, so taking them isn’t the fault of the ex-C.E.O.’s.) However, these C.E.O.’s firms didn’t die and go away and they certainly didn’t veto the proposed lifeline with nothing but a body of irrelevant experience to guide them arguing from a place of no authority. These same kinds of hedges worked at other firms.

The common argument says, “C.E.O.’s get paid more because they have more risk.” Well the other people at Bear Stearns got less money, are out of a job, and, in this market, certainly are finding it difficult to get a new job. These people probably don’t have millions of dollars. Alan Schwartz does have millions of dollars, is out of a job as a result of something he could control, and can land on his feet as a senior deal maker making millions of dollars? Unacceptable and unthinkable. If this situation defines the rule then C.E.O.’s should get paid much less than they currently do and realize that even if they roll the dice and lose when betting with an entire company they will still get a job that pays exceptionally well.

You’ll notice your paycheck is lower. We have reformed it!

The F.T. had an article yesterday about  an organization (that I’ve never heard of) coming up with “code of best practice” to establish banker’s pay (note that the F.T. mentions rules would be geared toward traders, so much like most of the financial media, they think everyone at an investment bank is a banker). Obviously it’s a disadvantage for whichever institution institutes these things on their own–if you’re going to be paid less and be at a long-term risk for something you do at one institution, but not at another, then you’ll avoid working there. So, here’s my question: At what point is a bunch of bank’s, getting together to talk about a new code for pay, establishing a “code of best practice” versus being anti-competitive?  Just a thought.

This is compensation, it is also a game.

I wonder how compensation would be a different process if it was more strategic. The way it currently works is a number is handed down to someone senior. “Your division’s bonus pool is X, it is [up/down] Y%.” For this year, for example, securitized products might have had a bonus pool that was down 50-70%. So the person who gets this news then allocates two layers–the bonus pools for the groups that report to them are then allocated as well as the bonuses of the people who directly report to him/her are decided (as their bonus was most likely decided by the person who delivered the new size of the bonus pool).

There is an interesting subtlety. One doesn’t have any say in one’s own bonus–it comes from above. Common sense tells us that this is the correct and accurate way to do it, no? Well, let’s think about this for a second. What if a group of revenue generating employees was  grouped together, and given a bonus pool size. They were then told they had to agree and that someone above them would veto completely ridiculous allocations (“I’ll get all of it next year and none this year.” “I won’t agree to anything except 90% of the bonus pool.”).  What should happen? As with anything in finance, let’s make some assumptions:

• Dollars to allocate: $1,000,000
• Revenue generated: $10,000,000
• Number of people: 4
• Revenue generated by person: Person 1 (P1) generated $2,000,000 in revenue, Person 2 (P2) generated $1,000,000 in revenue, Person 3 (P3) generated $5,000,000 in revenue, Person 4 (P4) generated $2,000,000 in revenue.

Taking a simple approach, one might say that the correct way is to give each person the same percentage of the bonus as their percentage of the revenue they generated (e.g., P3 gets $500,000 bonus dollars because P3 generated 50% [5,000,000/10,000,000] of the revenue).  If someone were to force an inequitable allocation then the person who was given less than their fair share could simply leave and get another job (it’s not uncommon for a bad pay year to drive a senior person to another firm). Also, the subtlety here is that the people deciding the bonus allocation here understand, fully, what each other’s true contributions are. If P1 and P4 work together then how they account for their respective contributions will most likely show a more nuanced understanding of their actual contributions versus their perceived contributions. Perhaps P1 and P4 had an arrangement where extra work will be shared, or perhaps P1 did 90% of the work on something and then handed it to P4, where the credit was then given to P4 for the entire amount of revenue generated. Is this more fair? Perhaps. I find it quite common that very senior people will set bonuses for people they interact with very little.

Obviously a solution like this is rife with issues, and I would never claim something like this should be implemented. It is, however, definitely instructive to think about the situation and wonder how it differs from the status quo. What extra infromation comes into play that doesn’t in the current system? What would the difference be in someone’s pay if this system was adopted? Why? Just a thought.