Blurred Lines Between Business And Society Changing CEO Purpose And Pay Principles

The world is changing, shifting virtually aspect of the CEO role from how they lead to how they are compensated.

In today’s complex world, CEOs are dealing with the fallout from a pandemic, social and political unrest, and economic uncertainty. A new Korn Ferry report based on in-depth conversations with more than 100 board members, many of whom are CEOs themselves, found that 86 percent of participants say the line between business and society is increasingly blurred.

As such, the report found that CEOs’ focus is shifting beyond revenue generation to leading dynamic and diverse communities and creating long-term value for not just their companies, but for the world around them.

What differentiates the best CEOs today includes being radically human, showing empathy, humility, vulnerability and self-awareness. The CEOs of the future view disruption as an opportunity for transformation and reinvention, balancing short- and long-term objectives in light of the different interests among stakeholder groups, including employees, citizens, customers and shareholders.

A separate report by Korn Ferry and the Aspen Institute looks at this seismic shift in CEO focus and offers recommendations to boards and their Compensation Committees as to how CEO compensation should be re-tooled.

The report suggests that many executive pay programs are actually misaligned with the company’s purpose and drivers of long-term success.

Today, most executive pay programs are firmly aligned with total shareholder return (TSR) as the center of their performance measurement universe. However, we are seeing a slow but noticeable shift. A recent Korn Ferry analysis of proxy statements of 150 large U.S.-based companies found that approximately 20 percent now have some form of purpose-driven strategic objectives, including ESG measures (environmental, social, corporate governance) as key performance metrics for executive pay.

Key questions Compensation Committees should consider when working to align compensation with organizational goals and purpose:

• Have the board and management discussed, confirmed, and communicated to all key constituents the company’s annual, medium-term, and long-term objectives?

• Are the links between executive compensation and the company’s mission, vision, values and culture evaluated and reconfirmed each year?

• Has the board established clear guidelines for determining which metrics of performance require compensation beyond base salary?

• Are the metrics and performance standards in incentive plans designed with the company’s stated purpose and business objectives in mind?

• Is the rationale for equity grants and any associated performance conditions articulated?

• Are the key non-financial drivers of value given sufficient weight when determining awards?

Another key consideration in creating effective executive compensation programs is fairness.

Companies must temper their sharp focus on external benchmarking and allowing it to dictate executive pay outcomes. There needs to be a more holistic view of compensation, one that considers internal pay relationships and ensures that rewards and economics are shared appropriately across an organization.

When considering fairness, Compensation Committees should address the following:

• Has the board and executive team assessed the reasonableness of the pay relationship between the CEO and his/her direct reports, and relative to all other levels of employees?

• Has the board considered the appropriate basis for sharing company profits between the company and its shareholders?

• Has the board thoroughly evaluated and approved the financial impact of its executive pay obligations in the event of executive terminations, for any reason?

• Has the board adopted useable and adequate clawback provisions to protect the company in the event of executive misconduct or malfeasance?

• Do the results of the decisions appropriately reflect the company’s values?

A third recommendation involves using credible goals in incentive plans with difficult-to-manipulate outcomes.

Goals should be achievable and clearly aligned with core strategic priorities. However, the financial rewards for achieving/exceeding targets should not encourage excessively risky behavior. In addition, incentives should include a meaningful financial downside for under-performance.

Key questions to consider:

• Are incentive plan metrics consistent with and clearly linked to business strategy?

• Do incentive metrics and goals adequately balance short-, medium-, and long-term business priorities?

• Has the board carefully considered the behavioral risks inherent in aggressive goals?

• Have goals been “stress-tested” to assess difficulty and probability of achievement?

• Has the board implemented adequate guardrails and monitoring mechanisms to mitigate behavioral risks?

• Has the board evaluated whether the incentives for executives in charge of risk, compliance and audit functions are suitably structured for these job functions?

This is an unprecedented period of change in the world. There are many factors and forces combining to place increased pressure on leaders to step up and lead in ways they may not have been used to leading before. Rewards decisions must be made in different and unfamiliar contexts. The decisions we make now and in the coming few months and years will be critically important. They will make statements, intended or otherwise, about what we stand for and what we value. The best advice is to be deliberate and clear about what you value, and then make bold decisions that are clearly consistent and well aligned with those values.