Wednesday, February 15, 2006

Looting and Pillaging in the Boardroom

A tale of two pension plans: regular vs. CEO

tale of two pension plans: regular vs. CEO

Corporate promises for a traditional pension benefit can be easily broken for the average worker, but not so for the top brass.

Traditional pension plans for the average Joe are creeping into the Ice Age, as more companies have announced the decision to deep-freeze their pension plans to current or new employees -- or both. General Motors Corp. and Alcoa are among the latest to jump on the frozen-pension bandwagon that includes IBM, Verizon, Sears, Circuit City, Hewlett-Packard, Lockheed Martin, Motorola, Aon Corp. and NCR. Most of these companies are not on the verge of bankruptcy, mind you.

This freeze phenomenon spells disaster for boomers who had been promised a pension and who have 10 years or more left till retirement. That's because benefits under the traditional pension formula ordinarily accrue at accelerated levels for older employees as they approach retirement. The last 10 years are absolutely crucial. With frozen plans, benefits stop building up altogether.

Another trend among companies is to convert defined-benefit plans into cash-balance plans, which substantially reduces a pension's value because the benefit buildup is calculated differently than with a traditional pension plan. Hundreds of companies have chosen to do this in recent years.

But the retirement plans of highly paid executives are not affected at all by these trends. That's because they're a different breed. I mean the retirement plans, not the execs, though I suppose that statement could apply to either. Most top executives have so-called "supplemental executive retirement plans," or SERPs, that are governed by a different set of rules, because they're nonqualified plans.

Qualified pension plans have tax benefits for both employer and employee and have to pass rigorous IRS nondiscrimination tests that ensure some semblance of fairness among highly compensated employees and those that are not highly compensated. Nonqualified plans have no tax benefits and no such fairness standards.

Congress suddenly appalled
Recently, some members of Congress have voiced objections to the retirement pay disparity between top executives and their employees. One bill, introduced by Rep. George Miller, D-Calif., would disallow companies from funding pensions for the top brass if they're unable to adequately fund their workers' pensions. Other bills along similar lines have surfaced.

"This huge disparity between ... protected pensions that CEOs have versus production workers is really immoral," Miller told the Los Angeles Times.

Just how lavish are the retirement deals for top execs? It's not all that transparent because current rules allow their retirement packages to be obscured from investors, financial analysts, the media and everyone else. That might change in the future, as the Securities and Exchange Commission last month proposed that disclosure requirements be improved concerning executives' pay, including their retirement benefits.

As it stands now, shareholders rarely get wind of just how generous executive retirement packages can be until it's too late -- when the executive already starts drawing payments. This information is not included in the summary compensation tables required under current law that are readily available to the public.

Those tables list various forms of compensation awarded to the top five executives in a company, but the retirement plan is not on the radar screen, Lucian Bebchuk wrote in a recent commentary for the Wall Street Journal.

Retirement plans for the rich
Bebchuk, director of the Program on Corporate Governance at Harvard Law School, co-wrote a white paper called "Executive Pensions" with Robert J. Jackson Jr., which was released in December. They collected information from the SEC filings of 51 large corporations.

"We use these disclosures to make estimates of the value of pension plans awarded to the CEOs in our sample," the authors say in the white paper. "But such estimates are not accessible to outsiders without closely analyzing company disclosures and making a series of actuarial assumptions and calculations."

In other words, you and I wouldn't be able to make heads or tails of these filings. - advertisement -

SERPs take the form of defined-benefit plans -- yes, the very same plans that are heading toward extinction for the average worker. For these plans, the company promises a specific benefit based on tenure and assumes all investment risk.

Except that, for the CEO, tenure is one of those variables that can be fudged. Extra years, in the form of "service credits," can be added on an executive's tenure for the purpose of awarding a larger retirement benefit.

Time Magazine reported last fall on this phenomenon in its cover story, "The Great Retirement Ripoff." The article pointed out that, for example, Leo Mullin, former CEO and chairman of Delta Air Lines, received service credits amounting to 21 years that were added to his actual tenure of about 7.5 years, an allowance that greatly augmented his retirement benefits.

And here's the corker: "Under Mullin's stewardship, Delta killed the defined-benefit pension of its nonunion workers and replaced it with a less generous plan," Time reporters Donald Barlett and James Steele noted.

What stunning leadership!

Anyway, Bebchuk and Jackson set out to determine how much a CEO's retirement benefit compares to his or her total compensation. Was it just a teeny weeny fraction of the big picture, or was it major? They discovered that it was rather significant, not only as a percentage of the CEO's total compensation, but sometimes even as a percentage of the total value of the companies they headed.

The researchers looked at two sets of data. The first comprised CEOs who retired during 2003 and the first five months of 2004. The second included all CEOs between the ages of 63 and 67 at the end of 2003 who would retire soon and who headed companies listed in the S&P 500. In both sets, roughly two-thirds of the CEOs were covered by a company-sponsored pension plan. (Roughly one-third had no pension plan coverage at all, though they may instead participate in a deferred compensation plan -- another type of retirement plan favorable to executives that bypasses public scrutiny.)

It may not shock you to learn that the average payout for CEOs that are already collecting retirement checks is $1.1 million a year. Those CEOs who hadn't begun collecting checks yet are set to get $1.5 million annually.

Bebchuk and Jackson then determined the total pension values of the CEOs' packages, which takes into account their life expectancies as well as those of their spouses, if applicable. The average "actuarial value" of CEO pensions in today's dollars was $15 million for retired CEOs and $19 million for those approaching retirement in the second sample studied.

As an aside, it may interest you to know that firms that are going through bankruptcy proceedings "often choose to assume fully such obligations, even when executives' pensions are unsecured," note the authors.

The averages belie the wide variety in total pension values, which range from $3.3 million (Symbol Technologies) to $73.4 million (Exxon Mobile). "Across our sample of more than 50 S&P 500 companies, the value of executives' pension plans added on average more than 48 percent to total pay during the executive's service as CEO," say the researchers.

Now mind you, these guys aren't exactly hurting for cash to begin with. Without these pensions, if they set aside a mere fraction of their pay, they could easily afford a fantastic retirement with annual trips to Cote d'Azur and round-the-world cruises aboard the QE II, among other extravagant whims.

Among the individual CEOs named in the study were those heading Aon Corp. and Motorola, which recently froze their pension plans to new hires. The retirement plans of these CEOs were valued at $4.8 million and $41.3 million, respectively. Clorox Co. had converted its pension plan to a cash-balance plan some time ago. The value of the top guy's pension? About $23 million, according to the researchers.

Bebchuk and Jackson argue that investors need to have a clear picture of how much the top executives of a firm are getting in compensation that is not linked to their performance. They advocate that firms be required to disclose the value of all retirement plans, whether defined benefit or deferred benefit, as well their increase in value each year.

Yes, they need to be accountable to shareholders. But they also need to be accountable to their employees. The hush-hush deals made in stately boardrooms need to come out in the open. But even beyond that, the top leadership of companies need to, well, lead by example. If defined-benefit plans must get phased out for employees so that a company can be more competitive, then they should get phased out for the top brass, too.

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