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Your paycheck and the CEO's - side by side

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Retired law professor James Cotton

A picture of retired law professor James Cotton at age 30.

The payday for one group of people gets a lot of attention: Company bosses.

In part because we know what they make - they're not supposed to keep their compensaiton secret. But now Congress is demanding companies go further -- and compare CEO pay to what everyone else makes at a company.

This has sparked a fiery controversy that seems to have touched everyone in the corporate sector except for the man who helped dream up the idea. This is the story of an idea that took decades to formulate and percolate. It took so long that that you have to adjust for inflation. When James Cotton says millions, think tens of millions.

"You're working with this guy and he seems to be pretty intelligent but, dang, he doesn't look like he's worth two million dollars a year!" Cotton tells me.

Cotton is now 72 but in the 1970s, he was a corporate lawyer at IBM where he dealt with financial statements. So in an occupation full of price-to-earnings ratios: "That's how it really got started in my head," he said.

Cotton came up with his own ratio: Take the CEO's compensation and divide by the average of everyone else's pay at the company. If the CEO makes $20 million a year and everyone else averages $100,000, then that's a 200 to 1 ratio. The bigger the ratio the wider the gulf between the boss and everyone else.

"The top executives earn a significant amount of money and there are people who are manufacturing the actual machine that's providing this money and are not making nearly as much money," Cotton said. "And I thought about it and I said, 'There's something wrong with this situation.'"

It was Cotton's thought that the government should force public companies to calculate and report this ratio. He later left IBM to become a law professor at Texas Southern. In 1997, he published his case for a pay ratio in a law review, hoping it would attract attention.

"Maybe some will see the significance of it," he recalled.

Turns out no one did. I was the first guy to contact Cotton about it. Cotton is now legally blind and can’t follow the financial news as much as he used to. I had called bearing the news that two years ago Congress put a ratio very much like Cotton's into the big financial reform law called Dodd-Frank.

"Dodd-Frank!," Cotton replied enthusiastically.  "That is great news if it's actually in the statute?"

It is in the statute, but the SEC has been taking a while to implement this ratio because companies are very resistant to this.

"Yup!" Cotton noted with a laugh. "I know I know how resistant they are."

So until the SEC determines the rules, public companies don't have to cough up the ratio, law or no law.

Nell Minow at GMI Ratings is a fierce critic of outsized CEO pay. She says companies are terrified they'll get ranked and the ones with the biggest gap will face public shame. "Yeah the companies went ape over that," she notes.

So there's a fight, in part about how to do the calculation.

"What I think is hilarious is that these people who keep telling you how much they know about finances and numbers have been arguing that they don't know how to do the math to get the answer on that," Minow said.

Bill George, the former CEO of Medtronic, is now at the Harvard Business School. He's also on the boards of several companies you've heard of, including Goldman Sachs and ExxonMobil. He says a wide gulf between the pay of the CEO and everyone else can sow internal tension, which can hobble a company.

"If it gets out of alignment, where all of a sudden a CEO is making huge multiples of what everyone else then you start to lose trust," George said.

But he believes pay ratios are unfair because they make certain kinds of companies look bad for reasons that may have nothing to do with an overpaid boss. A supermarket chain might have an alarming-looking ratio because it's comparing the CEO to all the low-wage checkout clerks typical of this sort of company.

"I think it's very hard to legislate compensation," George said. "I don't think that's gonna get there."

Instead he says you keep executive pay in line by getting the board of directors to stand up to the boss, which doesn't always happen.

"A lot of people just back off and let the CEO influence compensation and that's wrong," George added.

Minow concurred: "The difference between CEOs and everybody else is the CEOs pick the people who set their pay." She says to look around a boardroom when that pay is on the table.

"We'll see there's the CEO's golf buddy, there's the guy who's on the charitable board with him, there's the guy at the local university and the CEO chairs the university board of trustees," Minow said. "These are not exactly arms length transactions, or if they are, the arms are very very short."

Having your own posse decide what you get paid is a luxury that much of the rest of the workforce does not enjoy. Tomorrow on our series "Payday", a look at how pay gets determined for the rest of us.

About the author

David Brancaccio is the host of Marketplace Morning Report. Follow David on Twitter @DavidBrancaccio and @MarketplaceTech
engelhk's picture
engelhk - Aug 22, 2012

.

engelhk's picture
engelhk - Aug 22, 2012

I could not agree more with "What I think is hilarious is that these people who keep telling you how much they know about finances and numbers have been arguing that they don't know how to do the math to get the answer on that,"

Dah! Ratio = CEO salary / Average Employee Salary  i.e. $1,000,000 / $50,000 = 20 times the average worker (that’s if they make 50K).

Bill George, the former CEO of Medtronic (now at the Harvard Business School ) believes pay ratios are unfair because they make certain kinds of companies look bad for reasons that may have nothing to do with an overpaid boss. A supermarket chain might have an alarming-looking ratio because it's comparing the CEO to all the low-wage checkout clerks typical of this sort of company.

Yo! George that’s the point!!!

HEY, AMERICA: Check Out How 90% Of Us Have Gotten Shafted Over The Past 30 Years..
http://www.businessinsider.com/income-inequality-2012-8

jesteinf's picture
jesteinf - Aug 22, 2012

The problem with Dodd-Frank is that it does not use the ratio suggested by Cotton. The ratio required in Dodd-Frank is CEO pay-median worker pay, which is much more onerous for companies to calculate than average. Large companies, especially multi-national companies, will rarely have their employee pay data organized in such a way where they can just look at a big list and figure out exactly who the median worker is. A ratio based on average pay would have been more workable.

jader3rd's picture
jader3rd - Aug 22, 2012

I was thinking exactly the same thing along the lines of cutelyaware.

Wind Rogue's picture
Wind Rogue - Aug 21, 2012

I have been waiting for a topic like this to test an equasion I have come up with after working 2 years in cost accounting where overhead is factored in at or around 40% for store front backlit logo signs for many large hotels and fast food businesses. I think we need a worldwide cap on profit to selling price ratio of 100% over all legal viable sustainable green costs on any comodity which I feel is more than a fair cap as most businesses are lucky to clear 25 to 40% at best and if they want more they can pay higher wages benifits housing education and so on to the workers or modernize their production methods to Raise their cost to selling price ratio this will give all countries a level playing field eliminate sweat shops ensure a stable market and hopefully bring speculation and price gouging to an end and open the 21st century for everyone globally

cutelyaware's picture
cutelyaware - Aug 21, 2012

Calculating these ratios is not as simple as it sounds, even when accounting for business type. For one thing I think you want to compare the CEO compensation to the median employee's rather than the average to be mathematically meaningful.

More troubling to me is the effect that such a law will have on those business who don't want to have high ratios. One thing they could do to lower their ratios would be to outsource or contract for the sorts of jobs at the lowest end of the earning spectrum. For example, if I am a highly paid CEO and half of my employees do menial work, if I can fire them and then contract to another company which hires them all in order to do that same work at the same rates, then I've just dramatically lowered my company's ratio without really changing anything.

dustbunny44's picture
dustbunny44 - Aug 21, 2012

Keeping your pay rate secret is a big way, if you're an employer, to manipulate the workplace and avoid the consequences because no one is sure if they're being unfairly- or underpaid. It's surprising that so many people accept this secrecy and even prefer it to the discomfort that comes from finding out that people you believed were only somewhat capable are being paid like all-stars, or vice-versa. The ultimate pay-fake is today's CEO: they're supposed to be answerable to their shareholders, their employees, and their board. The reality is they own their employees, they lie to their shareholders, and their board is comprised often of other CEOs who are reluctant to make waves for one of their own. Today's public corporation is an unaccountable joke where the CEO is king and everyone there works for them. Regulation is long overdue.

JeffL's picture
JeffL - Aug 21, 2012

Companies are compared all the time against each other. Why should the pay ratio be any different. P/E ratios are different between industries, so when comparing a tech company, you look at another tech company, not a grocery store. So why not simply compare the CEO pay between firms in the same industry. That will take into consideration of the type of employees in the firm. All grocery stories should be roughly the same, just as their P/E ratios are. Simple solution. Why can't the firms figure this out?

Small Business Owner1's picture
Small Business ... - Aug 21, 2012

It's safe to beat up on corporations and CEO pay. Everyone loves and cheers that story. How about Peyton Manning's salary vs. the guy who cuts the grass? Or Angelina Jolie vs. the theatre worker serving us popcorn? All of a sudden things look different, no?

ColditzJB's picture
ColditzJB - Aug 21, 2012

"A supermarket chain might have an alarming-looking ratio because it's comparing the CEO to all the low-wage checkout clerks typical of this sort of company."

A solution to this problem would be to only compare apples-to-apples. For example, don't compare supermarkets or department stores against non-retail companies. It should be possible to compare individual companies within sectors and also to compare among broader sectors for a "richer" picture of our overall economy. There's no reason to compare a supermarket to a non-supermarket at the company level anyway. This does bring into question how to handle conglomerates, though.

I'd love to know if the calculation takes into account the number of hours worked (i.e., if the checkout clerks are part-time, would it drive the average salary down even further?). Assuming that we're talking about average hourly gross earnings, it seems like a pretty robust measure. Of course, it would be interesting to see the median as well as the mean hourly gross earnings for employees.