The preamble to the executive-pay-cap bill that’s coming down the pike proposes a shareholder “say on pay” and includes the following choice wording about its intentions: “To prevent perverse incentives in the compensation practices of financial institutions.”
“Perverse,” such a tangy word -- the dictionary definition includes “wicked or corrupt.” The bill (in raw form
here) that passed out of the House Financial Services Committee (summarized in actual English
here) this week contains some concessions: one that would exempt “smaller” companies – though it would leave it to the SEC to decide what “smaller” means; another that would limit pay restrictions to incentive-based arrangements.
The overall gist remains the same. Shareholders would still have their vote (even if it’s nonbinding, brave will be the compensation committee that ignores such a referendum). The populist groundswell is huge, as noted by -- among many others -- Lucian Bebchuk, the professor and co-author of the prescient (2004) “
Pay without Performance: the Unfulfilled Promise of Executive Compensation,” who’s observed how most Americans don’t get too riled up about overpaid athletes and movie stars but that it’s different when it comes to bank execs.
Bebchuk nailed it
here a month or so back: “What’s now producing the outcry over executive compensation is not the sheer numbers but the disconnect between pay and performance and the sense that executives have an undue influence on their own pay.”
Perverse, in other words. Wicked or corrupt.