Executive compensation has been the subject of many, often negative, headlines in the last five years. Almost three quarters of non-executive directors recently agreed with the popular view that remuneration is too high.
Research by GMI Ratings revealed that the average compensation package in the US in 2011 totalled $5.8 million. This increase is on the back of a 28% pay rise the year before. This boom time contrasts sharply with the wider economy, where average wages have been little better than flat.
Investors are demanding more disclosure and recognition of shareholders resulting in increased investor activism. In the U.S, the Dodd-Frank financial reform law of 2010 requires a shareholder vote on pay at least once every three years, but those votes are nonbinding. Known as the say-on-pay movement, it will take effect in the UK in 2013. It would require all listed companies to publish a single figure for each director’s compensation, as well as chart comparing the company’s performance and CEO’s pay.
Shareholders in 44 U.S. companies have voted this year against proposed compensation plans, according to data collected by Semler Brossy. One company facing shareholder rebellion, Chesapeake Energy, said last month that it had made “significant” changes to compensation for its board and CEO. In April, Citigroup shareholders refused to endorse CEO Vikram Pandit’s $14.8 million package after the stock fell more than 44 percent in 2011.
It is the role of chief executive officers (CEOs) and other executives to oversee the company’s strategy and operations and these individuals require compensation for their work. The ‘right’ amount to pay an executive is the minimum amount it takes to attract and retain a qualified individual.
Executive compensation packages generally include a mix of short-term incentives (including salary, annual bonus, benefits, and perquisites) and long-term incentives (including stock options and restricted shares). The package may also include guarantees such as a severance agreement, change in control provision (if the company is bought out), and pension. A good program is targeted at motivating and driving desired behaviours.
Previously, companies in the energy sector were using stock options as the only vehicle to attract, retain and motivate and to align the executives interests with those of their shareholders. Now, it is more common to see companies choosing a mix of long-term incentives to provide a better balance in the overall program design and to better align pay with mid- and long-term performance.
Companies may also choose to move to operational and financial measures that tie into the strategic business plan as compensation to executives. In the cyclical energy industry, a company’s share price can rise and fall due to factors that a CEO has little to no control over. By shifting incentives to company-specific issues like safety performance, production targets and capital program performance, executives can also feel they have more control over the outcomes. Those long-term incentives tied to company-specific performance also help the company to execute its business strategy.
Today’s boards and compensation committees must strike a delicate balance — between developing a program that keeps executives motivated and appropriately compensated on the one hand, and shareholders’ interests and the company’s business strategy on the other. Those with the skills, experience and ambition to take on a president or chief executive officer role are scarce. Compensation should drive a business strategy.
About the author

Maxwell Drummond International is a world leading retained search consultancy offering professional search services to clients in all sectors of the energy and natural resources industries.