The Rewards of Poor Performance: CEO, Hedge Fund, and Private Equity Compensation

The story of upward redistribution over the last four decades is overwhelmingly a story of money going to high-end wage-earn­ers. While there has been a shift in income from wages to corporate profits in this century, it appears that this shift is being reversed in the tight labor market of the last four years. That means the money that didn’t go to ordinary workers instead went to high-end earners, and especially very high-end earners.

In particular, the money went to people like CEOs and hedge fund and private equity fund managers, people who often get paid tens of millions annually, and who can get paychecks in the hundreds of millions. These people have been the biggest winners in the last four decades.

This tiny elite usually justifies its good fortune by claiming that its high pay corresponds to its contributions to the economy. The argu­ment is that if a CEO gets paid $25 million, it is because he or she has added at least $25 million to the economy in the form of returns to shareholders. Hedge fund and private equity partners would tell a similar story. They claim their eight- and nine-figure salaries are the result of extraordinary returns that they manage to produce for inves­tors.

There would be a plausible argument for these very high pay-checks if these claims were true. After all, if we can make everyone better off by giving incentives for smart, hard-working people to be super-productive, why shouldn’t we give them very high pay? Unfor­tunately, the data don’t support this story. Although compensation for the highest earners is often nominally tied to firm performance, through stock options or performance fees, these pay structures have been set up to ensure high rewards even for delivering weak results. There is little link between the pay of CEOs and the returns they provide to shareholders. Many hedge fund partners have made enor­mous sums even while costing their investors money. And, in recent years, private equity funds have on average not even beaten the relevant market indexes.

This means that the very high salaries received by top-end wage earners are not justified by their contribution to the economy. Ultra-high paychecks seem to be primarily a function of being in the right place at the right time. In effect, it’s about making friends with people who are in a position to dish out ridiculously high pay.

This matters not only because of the relatively limited number of people drawing these incredibly high paychecks, but also because of its corrupting impact on pay structures more generally. If CEOs can earn $20 million, then it is likely that the next layers of executives are earning in the neighborhood of $10 million, and even third-tier execu­tives can be getting paychecks of more than $1 million.

It would be a very different world if CEO pay were still in the range of twenty to thirty times the pay of ordinary workers, as was the case in the 1960s and ’70s. In that story, CEO pay would be in the range of $1.5 to $2.0 million. The next rung of the corporate hierarchy would likely be near $1 million, and the third tier would be in the high six figures.

Today’s bloated pay structures affect pay even outside the corpo­rate sector. It is common for university presidents or top executives at foundations and charities to earn more than $1 million a year. Cabinet secretaries routinely talk about the “sacrifice” of public service where they earn only $211,000 a year.

The outrageous salaries earned by CEOs, hedge fund, and private equity managers distort pay scales throughout the economy, and for this reason it is important that they be cut down to size. The good part of the story is that since these people don’t actually earn their pay, the downsizing of top-end salaries is primarily about getting people in positions of responsibility to do their jobs, and preventing these highly paid individuals from capturing more than they are worth.

This piece briefly lays out the evidence showing that these high-end earners are not worth their pay. It explains why they continue to get salaries that are so out of line with what the market dictates. It also provides remedies for bringing their pay back down to earth.

The Key to Being a Successful CEO: Getting Your Friends on the Board

In the Book of Heroic CEOs, the reason for the explosion of CEO compensation over the last half century is that today’s CEOs are much more skilled and hardworking than their counterparts from the 1960s and ’70s. Currently the ratio of CEO pay to that of a typical worker is in the range of 200 to 300 to 1. In the sixties and seventies, CEOs made between twenty and thirty times as much as a typical worker.¹

It is difficult to justify this pay explosion with the explanation from the Book of Heroic CEOs. Recent corporate history is chock full of examples of people who seriously damaged corporations and still walked away with massive paychecks. Just to be clear, for this discussion, I am ignoring issues of damage to the environment, treat­ing workers poorly, or other harmful social practices for which many CEOs can be blamed. I am simply looking at returns to shareholders—dividends and capital gains.

The top of the charts in this category is probably Robert Nardelli, who headed Home Depot from 2001 to 2007. Over this six-year period, Home Depot’s stock price fell by 40 percent. It is hard to blame this plunge on anything specific to the industry. During the same period, the stock price of Lowe’s, Home Depot’s major competitor, nearly doubled. Mr. Nardelli walked away with $210 million for his work.

To take a more recent case, John Stumpf was CEO of Wells Fargo through a major scandal in which the bank issued millions of phony accounts to make its growth figures look better. This scandal shook the bank to its foundations and caused its stock price to plummet. Mr. Stumpf still walked away with $130 million for his efforts, what a typical worker would earn in sixteen hundred years.²

While the Nardelli and Stumpf cases are extreme, the story of CEOs getting highly rewarded for mediocre or even bad performance is not extraordinary. There is a whole set of studies examining the relationship of CEO compensation to returns to shareholders, and most find that the link is weak at best.

For example, a recent study looked at 429 large companies over a ten-year period. It found that higher CEO pay was associated with worse returns to shareholders.³ Another study looked at the impact of chance events that affect an industry’s profits on CEO pay, for example the impact of a rise in world oil prices on the pay of CEOs in the oil industry. A rise in world oil prices means that oil industry profits soar, but the CEO of any given company had nothing to do with this fortunate turn of events for the industry. Nonetheless, the study found that CEO pay in the oil industry rose sharply when oil prices turned upward.⁴

Another study had a somewhat morbid take on this question. It looked at what happened to stock prices when a CEO died suddenly, for example in a car accident or a plane crash.⁵ The logic of focusing on these sorts of unexpected events is that the market would presumably price in the impact of an anticipated death or incapacitation of a CEO, for example a case where a CEO is known to have terminal cancer. The markets, however, could not anticipate a CEO being the victim of an accidental death.

If the story of CEOs being extraordinary figures who cannot be easily replaced were correct, then we should expect sharp drops in share prices following an unexpected death. In fact, in 42 percent of the cases, share prices rose after an unexpected death. Given the inevitable uncertainty following the unexpected death of a CEO, it would be reasonable to expect some drop in stock prices even if the deceased CEO was just mediocre. That appears to be what the data indicate. While there surely are exceptional CEOs, whose loss would be a major hit to the companies they work for, that does not appear to be the case for most of the people in the executive suite earning eight-figure salaries.

There are many more examples of well-paid failures, but the point should be clear: CEOs often get large paychecks that bear little rela­tionship to their contribution to the companies they head.

It is easy, in principle, to write contracts that would prevent CEOs from profiting from good luck. For example, if the options and bonuses of CEOs in the oil industry were indexed to the performance of competitors, then the pay of ExxonMobil’s CEO would only go up if ExxonMobil outperformed other oil companies, not if rising world oil prices sent the profits and stock prices of all oil companies soaring. Similarly, corporations know how to write contracts under which CEOs sacrifice their pay if they engage in, or allow, gross malfeasance. This could mean, for example, that as a result of the fake account scandal at Wells Fargo, Mr. Stumpf would sacrifice most or all of his pay.

There is a simple and obvious reason why this sort of contract is not typical, and why CEO pay does not closely correspond to CEOs’ actual contributions to their companies: the people deciding their pay pack­ages are their friends. The people who most immediately deter­mine the pay of CEOs are corporate boards of directors. These directors typically owe their appointment to the CEO and other top management.

Being a director is a very well-paying job. According to Steven Clifford, author of The CEO Pay Machine (2017), the typical corpo­rate director puts in roughly 150 hours of work a year. For this very part-time job, the director of a major company will generally get over $100,000 a year and quite possibly three or four times that amount. That translates into a pay rate of more than $1,000 an hour. That’s good work, if you can get it.

Furthermore, it is not easy to be fired as a corporate director. More than 99 percent of the directors who are nominated for reelec­tion by the board end up winning. This means that pretty much the only way for directors to lose their job is by antagonizing their col­leagues on the board.

Given this reality, it is understandable that directors are generally reluctant to seriously question the amount companies are paying to their CEOs. Undoubtedly, some politely question whether pay can be scaled back by a few hundred thousand dollars, but suggesting that a CEO earning $15 million could be readily replaced by the next person walking through the door would likely be considered out of bounds.

The dynamics of corporate boards create a situation in which there is much upward pressure on pay—no one wants a CEO who is paid below industry standards—but very little basis for pressure in the opposite direction. The shareholders who most directly stand to gain from reducing the pay of CEOs and other top management are largely left powerless. Activist campaigns occasionally attempt to more closely link executive compensation to shareholder returns, but they do not seem to have had much of an effect in changing the over­all trend toward higher CEO pay.

CEO pay is not trivial compared to corporate profits. The pay of the CEO and other top executives can easily exceed 5 percent of after‑tax earnings. Companies have often in engaged in major political battles over issues that matter far less to their bottom line.

For example, the Federal Register estimated that all the provisions in the Dodd-Frank financial reform bill would cost the financial industry $1.7 billion annually in the six years after the bill took effect. This is less than 1 percent of the industry’s profits, which have been more than $200 billion annually. Nonetheless, many financial compa­nies have gone to great lengths to have provisions of the bill weakened or repealed.

To take another example, Apple’s annual profits have been run­ning in the $40 to $50 billion range. Would Apple be interested in a tax scheme that would add $2.0 to $2.5 billion to its bottom line each year?

The money at stake in excessive CEO pay is clearly large enough relative to corporate profits that it should attract shareholders’ atten­tion. The reason that it doesn’t is the corruption of the corporate governance process, not that it is too small for a big company to worry about.

The underlying story is shown in a couple of simple statistics. While CEO pay (adjusted for inflation) has risen 940 percent over the past four decades, returns to shareholders have been well below normal. The average real return to shareholders since December 1997 has been just 4.8 percent a year. This compares with a longer-term average real return of more than 7 percent annually. (I use 1997 as a starting point, instead of taking the more natural twenty-year average, to avoid distortions created by the 1990s stock bubble. The average real return over the past twenty years has been just 3.6 percent.)

In short, CEOs are getting superrich. But they are not producing unusually good returns for shareholders; in fact, they have been producing unusually bad returns. On its face, that makes their pay hard to justify.

Private Equity: Specialists in Ripping Off Pension Funds

However well paid corporate CEOs may be, successful private equity managers tend to do even better. Mitt Romney’s run for the presidency in 2012 highlighted the wealth of private equity partners for a national audience. But as well as Romney has done, he is actually in the lower rungs of the big hitters.

Romney has a net worth in the neighborhood of $200 million. The real success stories are people like Tony James, one of the top executives of Blackstone, who has a net worth of nearly $2 billion, roughly ten times Romney’s assets. Peter Peterson, one of Blackstone’s cofounders, died last year with an estate of almost $3 billion. Steve Schwarzman, the other cofounder of Blackstone, has a net worth estimated by Forbes at nearly $18 billion.

It is easy to see how private equity (PE) fund managers can accumulate these sorts of fortunes. The standard contract requires investors to pay an annual management fee equal to 2 percent of the money under the fund’s control, plus 20 percent of the earnings over a particular threshold. This means that if a private equity fund is managing $10 billion in pension assets, it will collect $200 million in fees each year, even if its returns trail the index used as a benchmark. If it does manage to be beat the benchmark, the private equity fund could earn considerably more.

The story the private equity people like to tell about their work is that they revitalize floundering companies. When they buy up a com­pany, they sell off or shut down money-losing divisions. They find the divisions that are viable and provide them with new capital and managerial expertise that allows them to flourish. Their high reward is the result of the large risk they take in buying up weak companies, their extraordinary skills as managers, and their expertise in working in capital markets.

While there may be some cases in which this story more or less fits the reality, that is surely the exception with private equity. My col­league Eileen Appelbaum, along with Rose Batt, detailed the ways in which private equity firms typically profit in their book Private Equity at Work (2014).

First, PE firms routinely load the companies they purchase with debt. This debt is often used to repay the private equity firm a large portion of the money it paid for the company. The newly issued debt is the obligation of the company purchased, not of the private equity firm itself. The interest payments on this debt were fully deductible, until the 2017 tax cut put limits on the size of the interest deduction.

Private equity funds also look for ways to strip assets from the companies they purchase. For example, when they buy a retail com­pany they will often sell off its store property. The private equity fund will pocket the money from the sale, while requiring the retail chain to pay rent for the stores it used to own.

These and other tactics make the companies they purchase vul­nerable to bankruptcy. If a company does go into bankruptcy, its creditors are typically out of luck, since the private equity firm bears no responsibility for the company’s debt. The list of creditors not only includes bondholders and banks, who presumably understood the risks when they lent money, but also suppliers, landlords, and workers with pension and health funds. The latter group were unwit­ting creditors, who can end up out of luck in a private equity–induced bankruptcy.

Of course, if the company can turn around in spite of all the obsta­cles thrown in its path, then the private equity sponsor looks to have it go public again. In that case, the PE firm can stand to make a large profit, since it likely has already recovered most or all of the original purchase price.

While much of what private equity firms do may be questionable from an ethical standpoint, the issue for the discussion here is simply whether they produce returns for investors. The answer, in recent years, is no.

When private equity first burst onto the scene in the 1980s as “leveraged buyout” companies that funded their acquisitions through “junk bonds” (now known as “high-yield”), they did produce out­sized returns. There was considerable truth to their story line. There were many poorly run companies, some of them quite large, that could produce much higher returns through reorganization and sell­ing off underperforming assets.

Three decades later, this is no longer true. While there surely are underperforming companies, there are also a large number of private equity firms looking for good targets. As a result, companies sell at a far higher premium relative to their earnings potential than would have been the case in the 1980s. This means that the returns to private equity funds have been considerably lower than in prior decades.

In the 1980s and ’90s, private equity funds consistently outperformed the S&P 500 index by substantial margins. Since 2006, how­ever, the median private equity firm’s performance just matched the S&P 500 and underperformed broader indexes, like the Russell 3000, that include the small­er companies that PE firms typically buy.⁶

Furthermore, there was no persistence among the high-performing PE firms. A PE firm that was in the top quarter of performers in one period was no more likely to be among the top performers in the next period than a PE firm that had been in the bottom quartile. This undercuts the notion that, even if PE firms on average don’t beat the market, it is still possible to find outstanding performers who will make money for investors.

If PE firms can’t be counted on to provide returns that beat a market index, then the question is, why would pension funds tie up their money, typically for a decade, in a PE fund? There are two obvious answers to this question.

The first is a simple accounting answer. Regardless of the returns that pensions actually get from PE, they typically assume PE returns will be higher than public equity performance in making their invest­ment allocations. This allows pension funds to appear better funded as a result of investing in PE, rather than buying a market index.⁷

The second reason is that pension fund managers are often not very financially sophisticated. PE partners and their representatives can make effective sales pitches. They have undoubtedly convinced many pension fund managers that they will provide returns that ex­ceed the market, even if all the evidence suggests this will not be the case. PE firms can also take advantage of the fact that their portfolios are not constantly marked to market in the way that publicly traded equities are, allowing them to advertise lower volatility, even if that’s simply a function of lower liquidity.⁸

It is also worth noting that PE funds routinely demand that the terms of their contracts be kept secret. This means that legislators and the general public have a difficult time determining whether a particu­lar PE fund made money for the pension as well as how much money the PE fund managers made on the deal. While some pension funds have started demanding more transparency, secrecy continues to be the standard practice.

Hedge Funds: The Beneficiaries of University Endowments

The last leg of the trio of super-high earners are hedge fund managers. This group also includes many multibillionaires, like George Soros, with an estimated net worth of more than $8 billion, and James Simons, with a net worth estimated at more than $21 billion. Hedge funds have a wide range of investment strategies and a varying set of clients.

The group that is of greatest interest for this discussion includes the hedge funds that manage university endowments. The high fees paid to these hedge fund managers come directly at the expense of the universities whose endowments they manage. If hedge fund managers want to charge excessive fees to a small group of wealthy investors, that is simply a question of rich investors possibly exercising bad judgment. But when universities pay out exorbitant fees to hedge fund managers, this is money that could have otherwise gone to fi­nancial aid for students or higher pay for faculty and support staff.

The standard contract for hedge funds also takes the form of a payment of 2 percent of the funds under management plus 20 percent of returns over a performance threshold. As with private equity funds, this means that hedge fund partners can still get large payments even if they are losing their clients’ money.

This certainly seems to be the case with the Ivy League schools. A recent study of their endowments’ ten-year returns found that the endowments of all eight Ivy League schools lagged a simple indexed portfolio that was 60 percent stock and 40 percent bonds.⁹ In some cases, the gap was substantial. Harvard set the mark with its annual returns lagging a simple 60/40 portfolio by more than 3 percentage points. This is actually a very low bar, since hedge funds are inherently risky, which means that a more appropriate comparison might be a 70/30 portfolio or even 80/20. Comparisons with these higher-risk portfolios over this period would make the performance of the en­dowments look even worse.

Although Harvard and the other Ivy League schools didn’t do well with their investments over this period, that doesn’t mean their fund managers suffered. Harvard has an endowment of roughly $40 billion. If the endowment was entirely managed by hedge funds with a two-and-twenty contract, these managers would have been getting paid $800 million a year, or $8 billion over the course of the decade, plus performance allocations, simply to manage an underperforming port­folio.

And it wasn’t just the Ivy League schools that lost money by investing in hedge funds. A recent analysis by the Boston College Retirement Research Center found that pension funds also lost money with their hedge fund investments.¹⁰ Over the last decade, pensions’ hedge fund investments substantially underperformed in­vestments in traditional equities.

Reining in Pay at the Top: Making Markets Work

If it is really the case that the pay of many of the highest earning people in the country bears little relationship to their productivity, then the implication is that the market is not working in setting their compensation. The argument here is that these very highly paid indi­viduals manage to secure exorbitant salaries primarily as a result of personal relationships and outmoded authority and incentive struc­tures that prevent those with the most interest in containing excessive salaries from taking action.

In the case of CEOs, the issue is that pay is determined by corpo­rate boards, who have little accountability to shareholders. Board members are at much greater risk of losing their positions if they anger their board colleagues than if they fail in their responsibilities to shareholders. Likewise, private equity fund and hedge fund partners often have personal relationships with the pension fund managers and university officials supervising endowments. These relationships may often be strong enough to prevent serious scrutiny of the returns they are producing.

The standard rationale for the high pay received by these individuals is that they are highly productive and that their pay is commensurate to the returns they generate. In the case of CEOs, the return is supposed to be to shareholders. In the case of private equity and hedge fund partners, the return is supposed to be to their investors. As argued above, however, these individuals generally have not deliv­ered the promised returns, yet their compensation has not suffered.

What is striking is that it is not difficult to design contracts that would tie compensation more closely to productivity. In the case of CEOs, instead of just giving shares of stock or options as the bulk of compensation, corporations can design options or bonuses that are closely tied to the performance of competing firms. It doesn’t make sense to lavishly reward a CEO because the stock of the company went up due to factors beyond the CEO’s control, such as the case mentioned earlier of an oil company’s stock rising because of a rise in world oil prices. Since many companies operate across several sectors, a matched index of firms will always be inexact, but it will almost always provide a better benchmark than the current norm of rewarding CEOs for any positive return.

Similarly, instead of promising private equity and hedge fund part­ners payments equal to 2 percent of the money under their control, regardless of their performance, contracts could make their entire payment contingent on exceeding some benchmark. If it is necessary to make periodic payments to cover expenses, these can be deducted from the eventual payout earned if the fund exceeds its benchmark. If the fund fails to meet its benchmark, the investor will lose the money paid for expenses. While investors might still lose money on private equity or hedge funds in this scenario, at least the fund managers would not be get­ting rich by costing their clients money.

There are obviously other ways to make pay for these positions correspond more closely to their performance, but this brief discussion should be sufficient to make the point that it is not difficult to design such compensation schemes. If these people really are super-productive, then there are ways to design compensation schemes that reward them accordingly and, more importantly, ensure that they do not get exorbitant compensation for mediocre performance.

The Political Will for Change at the Top

Designing efficient compensation schemes for very high-end workers is not the problem; the problem is finding mechanisms that allow the parties now being hurt to change compensation schemes. In the case of corporations, this is immediately shareholders. For public pension funds, it would be taxpayers who are liable for the pensions of public sector workers. And in the case of university investments in hedge funds, it would be the larger university community.

There are a variety of tools that can change the balance of power. For example, if corporate boards risked their pay if a CEO compensation package was voted down by shareholders, then they might think more carefully about the contracts they sign. Taking away the votes of mutual fund managers, who tend to be friendly with top management and don’t have any direct stake in lowering CEO pay, may also be a good step. But any substantial change depends on first recognizing the problem.

This summer, the CEOs of the country’s largest companies re­ceived an outpouring of positive press for signing a statement saying that it was no longer acceptable to just maximize shareholder value. The statement said that companies also need be concerned about their workers, their communities, and the environment.

While these sentiments should be applauded, it was taken at face value that CEOs had been maximizing shareholder returns. This is in spite of the indisputable fact that shareholder returns have actually been historically low for the last two decades even as CEO pay has soared. It will be difficult to do much about CEO pay until the public recognizes that CEOs have not been pocketing huge paychecks for serving shareholders; rather, they have been pocketing huge pay-checks for serving themselves.

In the case of pension funds and private equity, the problem is that this is an obscure area that only seems to interest experts on pension funds. Here also the media deserve an enormous amount of blame. While news outlets will run major stories on Social Security checks going to dead people or food stamps going to people who are ineligi­ble, they rarely pay attention to private equity fund managers who have gotten rich while costing a state or local pension fund money.

Part of this story is that it is generally not easy to determine exactly how much private equity managers receive from a pension or the returns they produce, but this can be readily rectified. There is no reason that the terms of private equity fund contracts (or any invest­ment manager contracts) and their performance data should not be posted on the web, where any interested person could analyze them.

This is the public’s money. We have a right to know where it is going. Some private equity firms may balk at doing business with a state or city pension fund that requires disclosure of their contract terms, but that’s okay. There are plenty of private equity funds competing for business these days; surely there will be plenty who would be willing to disclose the terms of a contract as a condition of getting the contract.

The story is similar with universities and hedge funds, though the remedy should be even easier in this case. University students rou­tinely organize to pressure administrations on a variety of pro­gressive goals, such as decent pay for employees and divesting from companies in the fossil fuel industry. Demanding that universities not make hedge fund managers rich, with money that could go to financial aid or employee salaries, should not be too radical a proposition.

At the end of the day, the biggest obstacle to addressing very high-end salaries, and the resulting distortions to the economy-wide pay structure, may be that too many people buy the story of heroic CEOs and fund managers. They accept that CEOs actually produce large returns to shareholders and that private equity and hedge fund managers really are investment whizzes who significantly and con­sistently outperform the markets.

For this reason, it is crucial for the public to recognize that the secret of very high-end earners is not their extraordinary talents; it is simp­ly making the right friends. And the public should not be allow­ing these friends to make a very small group of people incredibly rich at the expense of the rest of us.

This article originally appeared in American Affairs Volume III, Number 4 (Winter 2019): 82–95.

Notes