A KNOCKOUT YEAR FOR CEO PAY As profits surged with the economy in 1993, boards of directors opened the corporate wallet for CEOs -- especially those who change companies.
By Brian Dumaine

(FORTUNE Magazine) – After years under a merciless spotlight, CEO pay has been about as thoroughly studied as cholesterol. Trouble is, in both cases real life sometimes upsets what we think we know. Consider how last year's CEO pay numbers align with conventional wisdom: --A good year for companies means a good year for CEOs. Check. --CEOs who change companies get paid more than those who stay put. Check. --CEOs who own lots of company stock perform better than those who don't. Er . .. no. FORTUNE's survey of 1993 CEO pay shows that, on average, last year wasn't just good, it was great for the chiefs of 200 of America's largest corporations. The group's total compensation -- salary, bonuses, and the present value of stock grants such as stock options and restricted stock -- averaged $4.1 million, 28% higher than the 1992 group's. (The companies in this year's survey are not exactly the same as last year's, though nearly so.) Big raises shouldn't come as a surprise. Last year was a home run for the economy, for corporate profits, and for stock prices. That's one reason CEO salaries and bonuses, the pay components that most closely reflect performance over the past year, surged 14.5%, to an average of $1.7 million. In addition, another factor contributed to the increase, more than double that of a year earlier. Ira Kay, director of the executive compensation practice at Wyatt Co., the human-resources consulting firm that conducted the study, says, "This year a lot of CEOs got increases who hadn't gotten raises or big bonuses during the last recession. There's a bit of making up for lost time." Yet the increase in average total compensation was far greater even than the boost in salary and bonus. Why? The key word is average. A few CEOs who took on significantly larger new jobs received pay packages that pulled the numbers way up. George Fisher, No. 2 on the list, was paid $25.4 million, including a $5 million signing bonus, to leave Motorola and run Kodak. IBM hired away RJR's Louis Gerstner (No. 6) with a $15.3 million pay package that included a $4.9 million signing bonus. Even Sanford Weill (No. 1 on the list) could be considered a new CEO of sorts. As head of Primerica, he took over Travelers last year and became CEO of the merged company, a bigger job carrying a much bigger pay package: $45.7 million, mostly in stock grants. Says Diane Lerner, a compensation expert at Wyatt: "Boards of directors perceive there's a fairly limited number of individuals capable of running these large, complex organizations. And they're willing to pay to get them." CEOs not lucky enough to have jumped ship were on the other side of the average: When Wyatt looked at the 144 chiefs in the survey who held the same job the year before, it found that their total compensation rose only 6.2%, to $3.6 million. While this group's bonuses increased handsomely, their option grants stayed flat, and the amount of restricted stock they received actually dropped 36% as boards realized that in practice, this form of pay provided little incentive. Archer Daniels Midland CEO Dwayne Andreas earned the highest base salary last year, $2.6 million, which was 30% more than the top salary in 1992. Leading the pack in cash bonuses was James Cayne of Bear Stearns. The new CEO, buoyed by a boom year on Wall Street, received an $8.1 million bonus. Cayne succeeded the firm's longtime chief, Alan "Ace" Greenberg, who became chairman and thus was not eligible for our list. If he had been, his $11.8 million bonus would have been the largest in the survey. The lowest-paid CEO on the list was once again Berkshire Hathaway's Warren Buffett, with a salary of $100,000 and no bonus. (He reports $205,000 of "other" income from service on boards of directors.) But don't start organizing a benefit dinner: He owns company stock worth $7.8 billion. Other compensation lists you may have seen ranked Disney's Michael Eisner, not Travelers' Weill, as America's highest-paid CEO. They figure Eisner made over $200 million last year, far more than Weill's $45.7 million. Don't be fooled. Like most surveys, ours includes a CEO's 1993 salary, bonus, and other annual compensation. But the others then add the gains on any stock options the CEO may have exercised in 1993 -- even though those options, as was the case with Eisner, could be many years old and could come from a number of different previous option grants. Counting them as 1993 pay doesn't make sense. To get a more accurate picture of how much CEOs earned last year, we look at what the board's compensation committee chose to give the CEO for 1993. At a time of intense focus on pay vs. performance, that's what counts. When it comes to options, we examine what the board awarded the CEO during the year, not what the CEO chose to exercise. We value these option awards using a version of the Black-Scholes option-pricing model. That's the same formula the Securities and Exchange Commission allows companies to use when valuing option grants. Separately -- not as part of 1993 compensation -- we also tell you what each CEO gained through option exercises and other long-term payouts, including Eisner's $202 million. Note two revealing new measurements in this year's pay list: Each CEO's ownership of stock in the company he runs and the ratio of that stock to his salary. To figure total stock ownership, we measured the stock a CEO has bought personally, restricted stock granted by the company, and options that are exercisable within 60 days. Findings: As a group, these 200 CEOs owned an astounding $21.7 billion of stock in their companies at the end of 1993. That figure is a bit deceiving, since just one CEO, Buffett, accounts for $7.8 billion of it. Even so, the remaining 199 chiefs own $13.9 billion of their companies' stock. For these CEOs, the median stock ownership was $17.5 million. Put another way, the stock these leaders own is 23 times their base salaries. Conventional wisdom -- and much of the hortatory talk about CEO pay -- says a CEO's stock ownership should exert influence on his performance. The evidence here suggests it doesn't. CEOs who owned company stock above the median did no better for their shareholders in 1993 than chiefs whose ownership fell below the median. Most of that stock ownership is in the form of stock options. Because options are such a large component of executive pay, a proposal to change their accounting treatment -- not the sort of issue that usually attracts much attention -- has CEOs, accountants, academics, and pay experts at one another's throats. Remarkably, option awards do not currently show up on a company's income statement, even though they represent shareholder value that the company has given away. The Financial Accounting Standards Board has proposed a rule that would require companies to figure a value for option grants and record it as an expense. Though the FASB rule isn't likely to take effect until 1997, Wyatt calculated what its impact would have been had it been in force last year. Reported earnings for the median company in the survey would have dropped 4.1% in 1993, an impact so big it's likely to startle most participants in the debate. The range was dramatic. Companies that gave no options obviously showed no decrease in reported earnings, while those that, as they say, incentivized big time, saw profits drop as much as 38%.

In most cases the companies hardest hit by the FASB rule will be small, fast-growing, high-tech companies with low or no earnings that load up executives and employees with options. CEOs of such businesses argue that the rule would devastate their reported earnings, making it extremely difficult to raise capital. Of course, cash flow -- voluminous research suggests it is the real basis of stock values -- would not be affected. And shareholders would get a truer view of what their company is spending. Expect companies to cut back on option grants once the new rule takes effect. Wyatt's Kay says some companies, eager to find ways other than options to motivate their executives, are beginning to demand that CEOs use their own money to buy stock. Putting one's own money at stake seems like a sound approach to incentives. And after the year they've had, our list's CEOs can certainly afford it.

CHART: NOT AVAILABLE CREDIT: SOURCES: WYATT CO., STOCK PRICE INFORMATION PROVIDED TO WYATT BY S&P COMPUSTAT CAPTION: 1993