Congress Meddling in Hefty ex-CEO Wallets

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Good news for shareholders: The long-simmering issue of excessive CEO pay has finally made it into the spotlight.

Consider what's happened just in the past few months: A new rule from the SEC requires companies to more clearly disclose CEO pay in public filings; Bush addressed CEO pay in a speech in New York, calling for greater corporate governance; and lawmakers in the House and Senate plan to try to legislate executive pay packages.

Of course critics came down on this last proposal, saying that the government shouldn't interfere, and that it's the responsibility of the board to keep CEOs in check. That's true, and in theory, that is the way the system is supposed to work. But, as we've seen time and time again, it doesn't. Why? Boards often don't step in or are kept in the dark -- and no wonder: have you ever tried to decipher a CEO pay package from a 10k or a proxy statement?

It often happens that by the time board members or shareholders realize what's going on and try to step in, it's too late. How else to explain the package of Bob Nardelli, whose pay of $25 million per year was dwarfed by his $210 million exit package, or Lee Raymond, who left Exxon Mobil with a package of $357 million? The number of CEOs joining the $100 million club, meanwhile, grows every year.

No one is suggesting corporate chieftains should be stripped of everything. They have big responsibilities, and many of them have worked hard to get where they are, and, usually, they bring a lot of value. But when the average CEO earns more than 200 times the pay of the average worker, there's something wrong. The funny thing is, as the pay packages have grown, so too has shareholders' tolerance. Now, no one blinks an eye at $50 to $100 million pay packages.

The latest subtle shift has been unbelievably high exit packages. Promises of hundreds of millions of dollars on the way out the door should something go wrong. These fat cat packages, almost unheard of as recently as five years ago, have now become tolerated, and almost the norm. It makes you wonder: What's next?

The SEC ruling is a step in the right direction. It will require companies to disclose CEO pay data in plain English, and provide a dollar estimate for CEOs' pension benefits and their total compensation figure. But it doesn't require companies to disclose the performance targets, so it will still be hard to tell whether the pay is linked to performance. And companies are still allowed to spread the value of options over several years.

Lawmakers are thinking of taking more drastic steps. Barney Frank, chairman of the House Financial Services Committee, is talking about pushing legislation that will require shareholder approval of CEO pay. Even the idea of Congress stepping in has its share of opponents, including President Bush in his interview with Neil Cavuto last week. But whether the pressure comes from the SEC, Congress, shareholders, or the media, the pressure is coming and CEO pay will be one of the hottest topics this proxy season. Let's just hope this time it results in change.

Leigh Gallagher is a senior writer for SmartMoney magazine and a regular on "Cavuto on Business."

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