Does your company’s executive compensation program encourage senior managers to take excessive risk? The U.S. Securities and Exchange Commission will expect an answer to that question under new rules coming soon. The SEC requirement is being driven by the widespread suspicion that the global economic collapse was triggered by risky behavior among companies.
Common wisdom would suggest that pay packages encouraged top executives to take excessive risk to gain windfalls. To assess the accuracy and implications of those assumptions, Watson Wyatt Worldwide studied three years of data on more than 1,000 companies on the Standard & Poor’s 1500 list to determine which compensation elements encourage better risk management and which could promote greater risk-taking behavior. Michael Horne, office practice leader for the Compensation Practice in Southfield, Mich., comments.
What prompted the Watson Wyatt study?
The compensation committees of companies that have accepted and not yet fully repaid TARP funds are already required to certify that their compensation programs don’t promote unnecessary risk taking. It began in the financial industry, but now it is spreading, including into the automotive sector. The SEC is prepared to extend that requirement to the proxy statements of publicly traded companies in general. The challenge right now is defining “excessive risk” and developing a process to address the connection between executive pay and risk management. Regulators have not been clear on the definition, but we expect guidance soon. In the meantime, companies are beginning to look at their practices
We wanted to determine first if there truly is a connection between executive pay and undertaking riskier business strategies. If so, we wanted to find out which factors promote risk-taking and which ones don’t.
Which factors did you analyze?
We tested 13 factors that affect compensation packages to better understand their impact on the Z-Score, a measure of a company’s financial health (solvency risk) that predicts the probability of bankruptcy within 18 months.
The 13 elements include pay relative to industry standards, level of accumulated pension value and non-qualified deferred compensation, proportion of variable pay to base pay, certain incentive plan performance measures and amounts of stock options granted to executives.
We identified several “risk aggravators” that tend to encourage risk. These include unusually high pension programs, plans that generate exceptionally high levels of accumulated benefits and determining annual incentive compensation based on three or more simultaneous performance metrics.
We also found several “risk mitigators” that tend to reduce risk-taking. Examples are market-based metrics such as total shareholder return and high levels of options in long-term incentives.
What were your conclusions?
Many companies are relying on flawed assumptions to shape their executive compensation program that could lead to lower shareholder return without significantly improving risk management. First, organizations must recognize there is no single right answer. It’s a matter of degrees and checks and balances. We found that simply limiting executive compensation is not necessarily the right strategy. Tying compensation to actual company performance and making sure compensation packages are appropriately positioned within industry norms continues to make sense. Recognizing what risk means to your industry is key. The financial sector involves inherently more risk than utilities or manufacturing, for example.
The important thing for companies to recognize is that this is the new landscape of compensation. It’s only a matter of time before organizations must disclose their process on how they balance risk and reward within their executive compensation program.
How can Watson Wyatt help?
We can assess an organization’s compensation program from this new risk management perspective. We applied the findings from our broader research study to develop the Watson Wyatt Pay-Risk-Score. PRS assigns a rating based on the levels and use of program design elements we identified as risk mitigators and risk aggravators. The ratings for each element are weighed. Our objective is to help organizations identify and adjust compensation elements that aggravate risk-taking without unduly reducing the overall benefit of linking executive compensation to company performance.
To learn more about the Watson Wyatt Pay-Risk-Score, please contact Michael Horne at (248) 936-7516 or michael.horne@watsonwyatt.com.