I don’t typically comment on Securities and Exchange Commission matters, because I don’t know much about the agency or its areas of regulation. But I do know something about managing compensation. So the August 5, 2015, SEC announcement of its final rule requiring public companies to disclose the ratio of their CEO’s compensation to the median compensation of its employees caught my eye.
Pay ratio disclosure sounds like a really bad idea to me. It is likely to cause consternation within the company, while not addressing the underlying concern over the growing pay disparity between CEOs and rank-and-file employees. The cost of this rule—both financial and in terms of morale—is not likely to be justified by any true benefit.Cost/Benefit Impact and Administrative Burden:
The SEC staff estimates the initial cost of complying with the pay ratio disclosure rule will be about $1.3 billion. Then there are ongoing costs of continuing to update the ratio as required by the regulation. These costs mean that citizens should require the SEC to articulate significant benefits, before the rule seems rational.
1. Cost/Benefit Impact and Administrative Burden
I am not qualified to discuss the details of the new rule. For detailed descriptions, see SEC Finalizes “Flexible” Pay Ratio Disclosure Rules Under The Dodd-Frank Act: Companies Have Choices To Make, by Elizabeth Razzano, Mark Poerio, Gislar Donnenberg & Amelia Xu (Paul Hastings, Aug. 10, 2015), and SEC Adopts CEO Pay Ratio Disclosure Rule, by Holly J. Gregory, Sidley Austin LLP, (Aug. 14, 2015).
For an article arguing that the the calculation is skewed, see The big flaw in the SEC’s CEO pay-ratio rule, by S. Kumar (Fortune, Aug. 6, 2015).
2. Employee Morale Concerns
Supposedly, the pay ratio disclosure rule will empower shareholders to challenge executive pay practices. However, shareholders of public companies have already had access to top executives’ pay in other public filings. The new comparison with rank-and-file employee pay is likely to upset the general employee population without providing much new data to shareholders.
As the Sidley Austin article rather blandly points out:
“Companies should be aware that, depending on the magnitude of pay ratios, these new disclosures may exacerbate existing concerns among investors, labor groups and others around executive compensation.”
More directly, in SEC Approval of Pay-Gap Rule Sparks Concerns, by Victoria McGrane & Joann S. Lublin (Aug. 5, 2015), The Wall Street Journal quoted Steven Seelig, a senior regulatory adviser for Towers Watson, as follows:
“This is going to raise all sorts of questions as to whether [an employee] believes they’re paid fairly both internally…and [compared] to competitors.”
From this same article:
“Affected businesses will spend more time explaining ‘to employees at all levels how they set pay,’ said Charlie Tharp, head of the Center on Executive Compensation, a Washington advocacy group for large employers.”
I do think I’m qualified to discuss the impact on morale of a pay disclosure rule. At one point in my career, I managed the Compensation Department of a large U.S. company. The Compensation Analysts who worked for me were competent and professional, yet even they had difficulty dealing with the emotions of pay comparisons. Although salaries within the company were generally kept confidential, these employees had access to all employees’ compensation, including each other’s.
- The best analyst in the department was paid less than another with less experience. She understood that the new analyst was paid more because he came from a higher paid position within the company. Nevertheless, the conversation I had with my best analyst about why that pay differential was likely to continue for the foreseeable future was one of the more difficult conversations I have ever had as a manager.
- Another analyst was a solid performer, but not as strong as two others. She knew full well that her salary increase was less than theirs one year. I could explain how I had arrived at my decisions, yet I could not prevent the demoralizing aspect of the policies that led to my decision.
While I do not mean to suggest that employers’ pay practices should be shrouded in secrecy, setting pay is a complicated process. Unless employees are on a strict seniority step system, every employee’s situation is unique. Even HR professionals do not fully understand all the factors, unless they are involved in a particular situation.
Moreover, because pay is seen as a measure of worth in the corporate world, emotion immediately steps in whenever we compare our pay with anyone else’s.
3. Political Impact
Because the SEC members adopted this regulation along party lines—the three Democrat appointees SEC approved it, while the two Republicans opposed it—Congress and such organizations as the U.S. Chamber of Commerce will continue to attack its implementation. There is no consensus regarding the need for pay ratio disclosures.
The good news is that this regulation does not go into effect until corporate fiscal years starting in 2017, with disclosure first required in 2018. Nevertheless, law firms are recommending that public companies start collecting the information needed for compliance sooner rather than later.
Am I missing some of the benefits of the SEC pay ratio disclosure rule? Am I overstating the morale impact?