Executive compensation: 2021 and beyond (US)
COVID-19 is causing “unprecedented, negative economic impacts in an accelerated fashion,” comments Alvarez & Marsal.
“Many experts, furthermore, believe that the coronavirus crisis is just getting started, and that the countermeasures that are causing such negative economic impacts may last not for weeks, but for months or longer. Whether engaged in the airline, hotel, restaurant, physical fitness, cruise line, retail, oil and gas, or any other industry, significant impacts will flow through all sectors, with few, if any, insulated from the downturn.”
With this in mind, Business Chief North America takes a look at insights from Joseph E. Bachelder, Special Counsel at McCarter & English LLP, the Corporate Governance Research Initiative at the Stanford Graduate School of business, and the Rock Center for Corporate Governance at Stanford University, on the impact of COVID-19 for executive compensation in 2020, as well as actions that could be taken in response going forward.
COVID-19’s impact in 2020
In a study conducted by the Corporate Governance Research Initiative at the Stanford Graduate School of business and the Rock Center for Corporate Governance at Stanford University, titled ‘Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19?’ the report identified three actions taken by 2,980 Russell 3,000 companies in response to the impact of COVID-19:
- Altered CEO salaries: among those that altered CEO salaries, 424 companies reduced their salary rate, while 17 deferred the payments, and 21 exchanged salary for equity.
- Changes to annual bonus: less frequent than altered salaries, 92 companies made changes to annual bonuses. Of those 92, 44 companies reduced the current or previous years payments, 17 deferred the payments, and 10 exchanged cash for equity.
- Amended long term incentive programs (LTIPs): few of the Russell 3,000 companies (33) made changes to their LTIPs. Of those 33, nine reduced the target value, nine adjusted award vehicles, eight changed the metrics to award LTIPs, seven changed LTIPs to a retention award, and one changed LTIPs to a discretionary award.
Suffering one of its largest negative closing milestones, the S&P 500 index recorded a 30.75% decrease on the levels at the end of 2019, totalling 2237.40 points following the outbreak of COVID-19 in March.
Whilst the S&P 500 index has begun to recover - currently sitting at 3,733.24 points - many organisations continue to be impacted by the pandemic, with stock price in many sectors including energy, consumer discretionary, finance and real estate struggling to recover and suffering losses or reduced profits.
With this in mind, Bachelder reflects on executive compensation in the form of company stocks. “A question may be asked whether these losses should be borne by the executive holding the employer stock without some form of mitigation [...] This in turn raises the question whether executives holding shares of employer stock are really ‘in the same shoes’ as non-employee investors (the latter can invest or sell off their interests in company stock as and when they see fit). An executive’s interest in the employer stock is in large measure employment-related and not exclusively an investment choice. In a sense the executive is a ‘captive investor’.”
Forward-looking response to the impact of COVID-19
- Annual incentive plans When it comes to executive compensation programs, Alvarez & Marsal explains the importance of taking into account the impact of the COVID-19 crisis going forward. With the virus continuing to have significant impact around the world for organisations and economies, “the scope and extent of the current crisis is unknown.” While organisations will have set targets for 2021, the continued evolution of the virus may result in the need for revisions. If so, Alvarez & Marsal adds that “companies may wish to adopt a ‘wait and see’ approach as opposed to taking swift action to adjust performance metrics too quickly and avoid the need for multiple revisions to the performance criteria, which would undoubtedly be viewed negatively by shareholders and shareholder advisory firms alike.”
- Equity compensation Similar to annual incentive plans, equity compensation - in particular stock - have experienced negative outcomes as a result of COVID-19, due to the outbreak causing significant value decreases for company stocks. “Companies will need to consider measures to create value for executives, and to realign their interests with those of shareholders generally,” comments Alvarez & Marsal, which identifies three approaches going forward:
- Resetting awards based on the lower current stock value
- Issue new awards based on current share prices
- Issue additional awards to maintain a view that the intended long-term incentive (“LTI”) value will be achieved
However, Alvarez & Marsal does note that whether a company decides to reset existing awards or issue additional awards, each approach comes with its own potential challenges that shouldn’t be overlooked.
Look at the year ahead and beyond
While the end of 2020 brought about approved vaccines and rapid distribution at scale, it has also brought new variants and increasing cases. As a result, expectations for the year ahead for executive compensation - like many other functions - are continuing to look uncertain.
Should the S&P 500 index continue to improve despite fluctuations caused by ongoing events? Bachelder expects that “executives who are performing satisfactorily or better will be rewarded with appropriate compensation increases.” However should “the economy dip again due to the pandemic or other circumstances, tougher stances may need to be taken by employers to adjust executive compensation and awards.”
While it may be hard to definitely predict one way or another what 2021 will look like when it comes to executive compensation, there are clear approaches that organisations can make in response to economic changes to mitigate the impact. As a result, understanding them and being agile to adopt new methods will be vital to the success of any organisation.
Marketing matters: from IBM to Kyndryl
Prior to joining Kyndryl as Chief Marketing Officer, Maria had a 25-year career at IBM, most recently as the tech giant’s CMO where she oversaw all marketing professionals and activities across North America, Canada and Latin America. She has held senior global marketing positions in a variety of disciplines and business units across IBM, most notably strategic initiatives in Smarter Cities and Watson Customer Engagement, as well as leading teams in services, business analytics, and mobile and industry solutions. She is known for her work with teams to leverage data, analytics and cloud technologies to build deeper engagements with customers and partners.
With a passion for marketing, business and people, and a recognized expert in data-driven marketing and brand engagement, Maria talks to Business Chief about her new role, her leadership style and what success means to her.
You've recently moved from IBM to Kyndryl, joining as CMO. Tell us about this exciting new role?
I’m Chief Marketing Officer for Kyndryl, the independent company that will be created following the separation from IBM of its Managed Infrastructure Services business, expected to occur by the end of 2021. My role is to plan, develop, and execute Kyndryl's marketing and advertising initiatives. This includes building a company culture and brand identity on which we base our marketing and advertising strategy.
We have an amazing opportunity ahead at Kyndryl to create a company brand that will stand apart in the market by leading with our people first. Once we are an independent company, each Kyndryl employee will advance the vital systems that power human progress. Our people are devoted, restless, empathetic, and anticipatory – key qualities needed as we build on existing customer relationships and cultivate new ones. Our people are at the heart of this business and I am deeply hopeful and excited for our future.
What experiences have helped prepare you for this new opportunity?
I’ve had a very rich and diverse career history at IBM that has lasted 25+ years. I started out in sales but landed explored opportunities at IBM in different roles, business units, geographies, and functions. Marketing and business are my passions and I landed on Marketing because it allowed me to utilize both my left and right brain, bringing together art and science. In college, I was no tonly a business major, but an art major. I love marketing because I can leverage my extensive knowledge of business, while also being able to think openly and creatively.
The opportunities I was given during my time at IBM and my natural curiosity have led me to the path I’m on now and there’s no better next career step than a once-in-a-lifetime-opportunity to help launch a company. The core of my role at Kyndryl is to create a culture centered on our people and growing up in my career at IBM has allowed me to see first-hand how to prioritize people and ensure they are at the heart of progress in everything Kyndryl will do.
How would you describe your leadership style?
I believe that people aren't your greatest assets, they are your only assets. My platform and background for leadership has always been grounded in authenticity to who I am and centered on diversity and inclusion. I immigrated to the US from Chile when I was 10 years old and so I know the power and beauty that comes from leaning into what makes you different from other people, and that's what I want every person in my marketing organization to feel – the value in bringing their most authentic self to work every day. The way our employees feel when they show up for themselves authentically is how they will also show up for our customers, and strong relationships drive growth.
I think this is especially true in light of a world forever changed by the pandemic. Living through such an unprecedented time has reinforced that we are all humans. We can't lead or care for one another without empathy and I think leaders everywhere have been reminded of this.
What’s the best leadership advice you’ve received?
When I was growing up as an immigrant in North Carolina, I often wanted to be just like everyone else. But my mother always told me: Be unique, be memorable – you have an authentic view and experience of the world that no one else will ever have, so don't try to be anyone else but you.
What does success look like to you?
I think the concept of success is multi-faceted. From a career perspective, being in a job where you're respected and appreciated, and where you can see how your contributions are providing value by motivating your teams to be better – that's success! From a personal perspective, there is no greater accomplishment than investing in the next generation. I love mentoring younger professionals – they are the future. I want my legacy as a leader to include providing value in work culture, but also in leaving a personal impact on the lives of professionals who will carry the workforce forward. Finding a position in life with a job and company that offers me a chance at all of that is what success looks like to me.
What advice would you give to your younger self just starting out in the industry?
I've always been a naturally curious person and it's easy for me to over-commit to projects that pique my interest. I've learned over years of practice how to manage that, so to my younger self I’d say… prioritize the things that are most important, and then become amazing at those things.