While executives often share in the fortunes--and misfortunes--of their companies, outside directors rarely do.
But a survey of 1,200 members of Stockholders of America, an organization composed mainly of elderly, wealthy men who manage their own portfolios, shows support for the idea of linking the compensation of outside directors to the performance of the companies they serve.
The survey, by the Big Eight accounting firm of Touche Ross & Co. in conjunction with the National Association of Corporate Directors, found 46 percent of stockholders questioned believe outside directors should share the ups and downs of a corporation's earnings in the same way they do. (Forty-seven percent thought directors' pay should not depend on the bottom line.)
"We were surprised by the large number voting yes," said John Mullarkey, executive director of technical programs at Touche Ross.
A recent study showed that the annual fees that companies pay their outside directors--those who are not employes--vary between $2,000 and $30,000, with most paying $5,000 to $10,000. (Inside directors generally are not paid for their service on their companies' boards, although most receive bonuses based on corporate results, according to Hewitt Associates, an Illinois-based consulting firm.)
Some respondents in the stockholder survey offered suggestions on how to tie pay to profits. A few favored stock options, but most said that the directors' fees should fluctuate with dividends to shareholders. For example, if dividends were cut 10 percent, so should the directors' compensation.
Mullarkey said some corporate executives dismiss the vote as an oversimplified reaction by disgruntled shareholders to poor financial results. But Robert Cox, head of Arthur Young & Co.'s subsidiary that seeks directors for corporations, finds the concept analogous to that of labor representation on boards: an interesting idea whose time may be coming.
Apart from Chrysler Corp., which put United Auto Workers chief Douglas A. Fraser on its board, few corporations have labor board members. Similarly, only a handful vary outside directors' fees according to earnings, although hard times can bring some cutbacks.
U.S. Steel, for example, cut the fees it pays its outside directors by 10 percent effective July 1. Earlier, General Motors asked its outside directors to take a 5 percent reduction in fees for the remainder of this year, joining salaried employes, suppliers and dealers in sacrifices to support a sales incentive program.
The practice of basing directors' pay on profitability is not popular with directors, however. In an Arthur Young & Co. survey last year of 200 newly appointed directors of Fortune 500 companies, 85 percent were opposed to the idea of incentive bonuses tied to corporate performances; 15 percent were in favor.
The Washington Post contacted four prominent business executives, each serving on several corporate boards. One favored the concept enthusiastically, and another conditionally, but the other two firmly opposed it.
James J. Needham, former chairman of the New York Stock Exchange and now a consultant, is a director of Caesar's World, Pantry Pride and several savings and loan associations, among others. He has long advocated stock options plans for outside directors as part of a regular company incentive plan for all executives. (He would make an exception when a director goes on the board as a watchdog at the behest of the Securities and Exchange Commission.)
Needham conceded that stock options could present a problem if the income derived from exercising an option were material to a director. But so long as the directors were "people of reasonable means, honest people, they would not succumb to the pressures of a branch manager," he said.
Carla A. Hills, a Washington attorney and a former secretary of Housing and Urban Development, serves on the boards of IBM, Standard Oil of California, American Airlines, Corning Glass, Signal Co. and Federal National Mortgage Association. She believes pay tied to profits might be indicated in some cases, but that it should not become an ironclad rule.
She called it an "interesting concept" that directors of a successful company that had turned sour should share, with employes and stockholders, in its distress. However, she thinks it would be difficult to recruit directors for troubled companies if they were told they were expected to work harder for less money.
Fear of losing objectivity is the main argument directors advance against a link between fees and profits. William E. Simon, former secretary of the Treasury and currently chairman of Wesray Corp., a New Jersey company specializing in leveraged buyouts, serves on the boards of Citicorp and Citibank, Dart & Kraft, Halliburton, Power Corp. of Canada, United Technologies and Xerox. He feels incentive pay is not a good idea because the outside director's relationship to a company is arm's-length, not hands-on. "We set policy; we don't monkey in the operating area." He believes the stockholders by their vote are implying directors are overpaid. "We are not overpaid, not at all," said Simon.
John De Butts, former chairman of American Telephone & Telegraph, agreed. His directorships include Hospital Corp., Citicorp, U.S. Steel, Dart & Kraft, General Motors and Duke Endowment. "Compensation is very small in relation to what directors do, to the liability they assume. The money isn't worth a hill of beans. If a director does a good job, he shouldn't get anything extra; if it was a bad year he shouldn't get anything less because that's when a director works hardest."
Executive search firms, which recruit about 5 percent of all corporate directors, don't believe compensation is a major consideration of board members. William H. Chisholm, president of Boardroom Consultants in New York, said compensation has no effect on the behavior of conventional directors, but could possibly influence the small percentage who depend on fee income for their livelihood.
Gardner W. Heidrick, vice chairman of Heidrick & Struggles, a Chicago executive recruiter, cautioned that directors receiving incentive pay "could be so interested in profits that they would be looking for ways to cut corners."
The adverse effect on the corporation is often cited by opponents of any linkage of directors' fees and profits. Harold M. Williams, former chairman of the Securities and Exchange Committee and now chairman of the J. Paul Getty Museum in Los Angeles, said that while he does not support stock options, he can see linking directors' compensation to long-term improvements in shareholder equity, say over a five-year period. He opposes tying fees to quarterly earnings per share which can be adjusted.
Critics of the U.S. economy have focused on corporate America's fixation with the bottom line or the maximization of short-term profits at the expense of long-term development. Tying outside directors' compensation to corporate profits would only serve to "exacerbate an already critical problem," Williams added.