SEC to unveil pay-ratio proposal


The Securities and Exchange Commission plans to roll out a plan Wednesday that would require companies to disclose how much more their chief executives are paid than their other employees. (Andrew Burton/Getty Images)
September 17, 2013

After busting several self-imposed deadlines, the Securities and Exchange Commission plans to roll out a plan Wednesday that would require companies to disclose how much more their chief executives are paid than their other employees.

The SEC has been struggling with the initiative since 2010, when it was tucked into a massive financial overhaul law in response to public outrage about excessive executive pay. Earlier attempts to get the plan off the ground faltered after fierce opposition from corporate lobbyists, who cast the mandate as overly burdensome.

On Wednesday, the SEC is scheduled to unveil how it plans to carry out the law. The proposal will be one of three high-profile initiatives that had stalled at the agency before Mary Jo White came on board as chairman in April, promising to finish in as “timely and smart a way as possible” the regulations mandated by Congress in the wake of the financial crisis.

In June, the agency unveiled a long-awaited proposal to revamp the nearly $3 trillion money-market-fund industry. Soon after, the commissioners approved a plan that will allow hedge funds and other private firms to raise money by advertising to the public for the first time in decades. And now, the “pay ratio” proposal is gaining traction.

If approved, the proposal would require all public companies to disclose their chief executives’ total compensation, the median compensation of all other employees, and the ratio between the two. Congress inserted the 18-line mandate into the 2,300-page law, known as the Dodd-Frank Act. But the law left it up to the SEC to decide on the logistics. The agency plans to gather comments from the public before finalizing a plan.

Within six months of Dodd-Frank’s passage, the SEC circulated a plan internally outlining how it would tackle the mandate. But scores of companies — including IBM, McDonald’s, AT&T and the New York Stock Exchange — urged the agency to slow down.

Companies already reveal the pay and benefits of their top five executives. The corporate community said that doing the same for the rest of its employees would prove difficult and costly without yielding much benefit to the investing public.

Multi-national corporations argued that it would be tough to gather pay data for employees spread across several countries, citing currency fluctuations and different compensation and benefits systems and policies. Smaller firms said high staff turnover posed complications and that the number crunching would drain their limited resources.

Proponents of the pay ratio say those arguments are no more than a ruse. But to address the issues, the AFL-CIO asked the SEC to consider calculating the ratio using statistical sampling, a method that would require firms to gather the information for only a fraction of their employees.

Supporters of the measure are hopeful that the SEC’s plan embraces that method.

“This will cut the companies’ costs, cut their time and certainly make it easier for them to gather the data,” said Vineeta Anand, chief research analyst at the AFL-CIO’s investment office. “It is our belief that by causing companies to disclose that information, they’ll have to justify [CEO pay], and it will have a moderating effect on CEO compensation.”

Corporate lobbyists reject that option.

“It’s still an information-gathering exercise and a burden, because information currently is not collected in the fashion mandated by the [Dodd-Frank] statute,” said Tim Bartl, president of the Center on Executive Compensation, which has helped lead the fight against the pay-ratio rule on behalf of corporations.

The center and its allies are hoping Congress will come to the rescue. Earlier this year, a House committee approved a bill to repeal the pay-ratio provision, though immediate passage by Congress is unlikely.

“We are on the record saying we believe the provision should be repealed,” Bartl said. “There’s no question that we don’t believe it’s useful.”

Dina ElBoghdady covers housing policy for The Washington Post.
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