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Roger Martin

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The Circus In Which the Modern CEO Lives

Posted: 01/15/12 12:54 PM ET

This post is in response to the comments left by readers on my post yesterday, "What CEOs and Hedge Funds Don't Want the 99% to Understand."

Readers often challenge what they see as my dark view of CEOs and hedge fund managers, telling me that they aren't really the manipulative, volatility-embracing folks that I make them out to be. They are half right.

Readers are right that I don't care much for hedge fund managers. They trade value rather than build value, playing a zero-sum game that has no benefit for society. And they behave badly, happily destroying companies so that they can make profits shorting them on the way down. Rather than enjoying preferential tax treatment, hedge fund managers should face adverse tax treatment and pension funds should not be allowed to invest with any manager that charges both a fee for assets under management (e.g., 2%/year) and a carried interest (e.g., 20% of the upside). This is exactly the compensation structure of a CEO with a luxurious base salary plus lots of stock options. As we found in the dot.com bubble, this salary plus stock options provides nothing but an incentive to swing for the fences because you can do very nicely on the base (here the 2%) and if you hit a home run, you get wildly rich. If, as is likely, you strike out, someone else (the investor) pays 100% of the price. Providing an incentive for hedge fund managers to swing for the fences is absolutely counter to the interests of pensioners or educational institutions that count on endowment income, as so very many found to their chagrin in 2008-2009. Hedge funds need to be taxed aggressively and have their supply lines of capital cut off for the good of the economy now and in the future.

In contrast, I empathize with CEOs. Many of them try to be good but in the crazy, twisted system in which they live, it is really hard to focus on the right things -- like serving customers and building a competitive business for the long term.

Stock-based incentive compensation is right at the root of the nutty circus in which they live. When a worker is given incentive compensation, if she doesn't pursue goals that attempt to earn the incentive compensation pay-off provided, she is being insubordinate. So if a salesperson is given a quota of selling $2 million of widgets in the year with a bonus of $50,000 if she achieves the target, she is insubordinate if she doesn't attempt to sell $2 million of widgets. If a CEO is given stock-based compensation -- say a grant of stock options at market price on January 1 of the year -- it is strictly and simply an incentive to make the stock price rise from its current level. That is the only way the CEO will earn the targeted incentive compensation. Thus if that CEO doesn't concentrate on causing the stock-price rise from the current level, he is being insubordinate.

This makes it very important to understand what determines stock prices. A stock price is nothing more or less than the product of the collective expectations of investors as to what will happen to the company in the future. It is not something real; it is something ethereal, produced in the minds of investors and based on their beliefs about the future, whatever those beliefs happen to be. Those beliefs can be influenced by what is really going on in the company, but they are in no way limited by reality. That is why in the back half of 2008, the stock market dropped in half when the economy shrunk by 3%. Expectations swing much more wildly than reality.

This means that stock-based incentive compensation directs CEOs to focus not on improving the real performance of the company but rather on raising expectations of future performance. This means that they need to spend lots of time talking to Wall Street analysts, using guidance to encourage them to raise their expectations as to future performance. Or it means making lots of acquisitions to provide the appearance of growth. Or it means buying back stock so that it looks like earnings per share grew a lot giving yet another appearance of growth.

In this Wall Street circus, it is very difficult for the CEO to ignore the expectations of the analysts. Rigorous academic research has proven without a shadow of doubt that it is better for a company to meet or beat analysts' earnings expectations than it is to perform absolutely better. That is, imagine a company earned $1.00/share last quarter: under Scenario A, analysts' consensus forecast for this quarter was $1.15 and the company actually earned $1.12; and under Scenario B, analysts' consensus forecast for this quarter was $1.07 and the company actually earned $1.10. The research shows that the company's stock price will be definitively higher under Scenario B -- the lower real performance of $1.10 vs. $1.12 in Scenario A -- because the real performance beat Wall Street's expectations.

This is why other academic research shows that the majority of large company CFOs would cancel or postpone attractive investment projects -- i.e., ones that they are certain are good for the company's long term performance -- in order to meet analysts' consensus forecast for the current quarter.

This is the circus in which the modern CEO operates. They are insubordinate if they don't work to raise expectations about future performance and instead concentrate on real performance. Wall Street punishes them harshly for not meeting short-term expectations. And the hedge funds circle around like vultures attempting to make a buck no matter how much their actions damage perfectly good companies.

Given that they live in the surreal circus, it is truly impressive how many CEOs actually do try to build their companies for the long term and tell Wall Street to stuff it. Unfortunately, it is hard to do and many CEOs succumb to playing destructive short term games that enrich themselves, impoverish their shareholders, abandon their employees and damage our economy.

 
 
 
 
 
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01:05 AM on 01/17/2012
“hedge fund managers …. trade value rather than build value, playing a zero-sum game that has no benefit for society.”

Trading rather than building can have a huge benefit for society. During the housing bubble some investors who were bullish on housing took the opposite side of swaps with other investors who were bearish on prospects for the housing market. This zero-sum game had the distinct advantage of reducing the overhang of building stock left over from the subsequent crash. These exchanges help to moderate one of the structural defects of markets where there are too few means to invest in negative views of a market compared to the ease of investing in positive views. Markets should reflect the net (positive minus negative) market sentiment; not just the positive sentiment.
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04:21 PM on 01/16/2012
Unfortunately, your knowledge of hedgefund managers lacks a true understanding of what they provide to the marketplace. We need liquidity to finance dreams! The profits made are shared with our investors, the CEO (s) and their employees. Sometimes the CEO must make the tough calls, even if it requires he or she has to excise the cancer before it metastizes, due to changes in the marketplace beyond the CEO's control. Is this not to be encouraged in the free market system which gives the individual---one's employees---their freedom of choice? If we as leaders do not address both of these needs---profits and concern for our people---then we are doomed to fail and we will lose the spirit which motivates us to perform in the capitallist system. What we must do is clean out those at the helm of these organizations, along with their board members, who are weak in character, extremely naive, reckless and unconcerned about their employees, and who are providing not only dishonest leadership, but who are corrupt and running their hedge funds like a bunch of terrorists who have led us down the garden path because they refuse to change and acknowledge the fact that they are not facing the reality of a very different world. To compete, I am compelled to meet every challenge using my imagination and creativity, not only so that I can win, but also to find self-fullfilment and reward for reaching the highest standards of performance possible.
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rabb046
10:39 PM on 01/15/2012
The house always wins.
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HUFFPOST SUPER USER
W L Simpson
10:11 PM on 01/15/2012
Wall Street is a license to steal, nothing more, nothing less.
09:10 PM on 01/15/2012
There is a fundamental problem with the shareholder system that extends beyond just the way that CEOs run a company in that a business' activitites is in general currently disconnected from any of its social or environmental impacts. A business can be very valuable and at the same time totally destructive.

BP is great example. The drive to make profits for shareholders and increase its share price had no relationship to the unsafe and unhealthy running of it's operations.

The shareholder system will one day need to reflect if a company is keeping it's employees and the environment it operates in happy and healthy.
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captaincrawley
If Canada is socialist, then so am I.
08:56 PM on 01/15/2012
Every fresh-faced new executive in corporate America who exhibits the least squeamishness with the program will receive "the talk" from a superior. It goes like this (kindly supervisor puts arm around shoulders of neophyte, if permitted): "What is more important to you, your conscience or your paycheck?"
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kamachanda
Mr. President, Tear this Wall Street down!
08:48 PM on 01/15/2012
CEO's, and many others in management and the fiscal sector, were meant to have a symbiotic relationship with our economy and government. They have become parasites.
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captaincrawley
If Canada is socialist, then so am I.
09:00 PM on 01/15/2012
Love your micro-bio!
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whatsthatsound
ferret in a beret
08:41 PM on 01/15/2012
One thing I think all sane people can agree on. There is no reason for American CEOs to have compensation packages 30 times larger than their Japanese counterparts, when the two countries are relatively equal in per capita GDP.
Chinawanderer
A biography should never be micro
09:49 PM on 01/15/2012
In Japan, to have such a disparity between the head of an organization and the lowest whould be considered shameful and indicate an unacceptable level of selfishness. Such a CEO there would be considered a pariah.

That is one of the problems with the United States today--a complete lack of shame.
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whatsthatsound
ferret in a beret
03:39 AM on 01/16/2012
truly, Chinawanderer.
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gateking
08:26 PM on 01/15/2012
Your analysis is incorrect, at least in the US. Maybe it is valid in Canada. In the long term, it is a company's absolute performance that drives its stock value. Missing or beating analyst's projections is impactful in the short run, but is irrelevant in the long run.
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BigBearcatBill
This is the real Bearcat - a Binturong
08:21 PM on 01/15/2012
The most important question to ask is do the CEO's ever risk enough personally to be compensated so much. Even the biggest and quickest failures walk away with more than enough money to retire on if their family is not to extravagant, and some walk away with enough extravacant lifestyles in retirement still are supported. The repubs act like they want the old free market Wild West survival of the fittest to come back like it was in 1900, but those CEOs often would be in the soup line when their companies failed in those days. They are all just high pocket gamblers and don't even put much of their wealth on the poker table, they are just playing with lives to make a profit for Wall Stree...at least a lot more so now than 50 years ago!!!
09:19 PM on 01/15/2012
Yes it's an old boys club. The politicians are making sure their pals continue to get the big bucks - and so will they if they ever go back into business.

The increase in pay since the 70s for CEOs has been exponential, but the talent has remained the same.
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julieJgoldengay
Buffalo Woman of the L-Train
07:51 PM on 01/15/2012
Five Years...
With no Pay Raise.
I Understand.
Loyalty has No Value.
I was Foolish.
Now? It's year Six.
Chinawanderer
A biography should never be micro
09:52 PM on 01/15/2012
Most big companies want you to be absolutely loyal to them in exchange for your meagre pay but they will tell you at the outset, or demostrate very quickly, they will have absolutely NO loyality to you.
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07:51 PM on 01/15/2012
Yesterday's article was fantastic and I don't think you were being mean, just telling it like it is.

The bottom line is that no one is holding a gun to their head and making them work for a company who doesn't share their values. That can only mean one or two things:

They lack integrity (and values)
They are lemmings

Most CEO's are in an incredible position. There are so few of them and they have the opportunity to shape a company in ways that most of us will never have the chance to.

But instead of using their powers to make better products or provide better working conditions, they choose to play along and then blame the system.
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humanbeing-rick
Born in the USA 1947
07:37 PM on 01/15/2012
"Given that they live in the surreal circus, it is truly impressive how many CEOs actually do try to build their companies for the long term and tell Wall Street to stuff it." -- The circus needs to change, and the CEO's should be on the front lines fighting to change it for the good of our republic. The vultures who exploit the situation to their own benefit do our society no good.
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innerpuppie
The truth is an absolute defense...
06:44 PM on 01/15/2012
"Readers often challenge what they see as my dark view of CEOs and hedge fund managers, telling me that they aren't really the manipulative, volatility-embracing folks that I make them out to be."

Heck, I believe you and think you were being too kind :)
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alafonse
It's definitely a crap-shoot.
07:49 PM on 01/15/2012
Heck no, his view is not dark enough. These bottom-feeders are the scum of the financial ocean.
thebigbike
ran away to be a cowboy
06:42 PM on 01/15/2012
Bang. you hit the nail right on the head with your discussion of perverse incentives based on Wall St "analysts' " and stock prices' pernicious influences on the performance of CEOs of companies that actually DO something.