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The book that our political class and the mega-rich don't want published





Curtailing Stock-Based Executive Compensation


[Pages 303-305]
As detailed in Part I, corporate board rooms of America are manipulated over time to place the CEO into some God-like post surrounded only by “yes men” [and “yes women”]  who simply rubber stamp whatever the CEO wants. At the top of the CEO wish list are millions upon millions of dollars in free stock as well as a golden parachute escape hatch to ensure the CEO never bumps their financial knee no matter what. While CEO pay is the issue that gets all the press, it is how they are paid as much as the outrageous amounts that’s destroying the American Dream for all average Americans.

Once a CEO gets their hooks on stock they can quickly sell off, via free or reduced price stock options, their focus is all about getting the stock price up and almost nothing else. If their efforts to get the stock price up results in everyone in the company loosing their job and the company ceasing to exist — the CEO walks away with millions in a prearranged no way to lose scam. In return for this deal, the CEO in turn rubber stamps outrageous compensation packages for all board members in good favor to ensure they go along with the scam. Once the fox watching the hen house scenario is firmly in place, the CEO and board go about raiding the company to push up the stock price at the expense of the workforce. Mergers, acquisitions and downsizings are the order of the day to ensure stockholders, the CEO and board members walk away with millions. Once the scam is completed, the CEO is set for life even if they never head another company and board members take their pay off and simply find another company host-beast to begin sucking dry. To see how it works, look no further than Richard Fuld, former CEO of Lehman Brothers and Angelo Mozilo, former CEO of Countrywide who both — after mismanaging their respective company’s business operations and running them into the ground — are now sitting on millions as former employees suffered for their greed, as well all of America.

At the core of this insidious scenario, repeated over and over throughout corporate American, are free stock and stock options awarded at a fraction of their value to CEOs and board members. Once the stock is in hand, it’s a rape and pillage free-for-all by all members of the board and the CEO with only one goal — GET THE STOCK PRICE UP! To get the ball rolling, a good downsizing will make Wall Street react positively and then it’s on to possible mergers and acquisitions for the same sole purpose. Once the stock price is up, the CEO and the board starts cashing in by selling off their stock. Americans and workers have sat idle for more than 30+ years as they watched the same game in corporation after corporation take place as workforce after workforce is decimated and thrown into the streets. With stock in hand, the long-term prospects for the company its employees are dead last on the list of CEO and board member priorities.

Who benefits? Obviously the CEO and board benefits, but it’s the top 10 percent of Americans that now own 90 percent of all stock, who benefit handsomely as well. Primarily, it’s Wall Street, hedge funds and our American aristocracy who reap the most money from stock ownership and corporate bleed-out techniques. Who pays for their greed? America at large, starting with employees and every community in which a raided company operates via the local and state tax base as well as the wider economy.  

There is a simply fix, not perfect, but a fix that will go further than any measure in decades to help block boards and CEOs from rape and pillage raids: NO FREE STOCK or REDUCED PRICE STOCK OPTIONS for CEOs and members of the board! In theory, such legislation seems like a simple fix, but in truth it may encourage even more corporations to incorporate off shore just to skirt the law. Nonetheless, such legislation needs to undergo serious consideration and analysis. What doesn’t need any further consideration is a change in the accounting rules whereby corporations simply issue stock or reduced options to boards and CEOs off the balance sheet as payroll expenditures. Free stock and options are pay, no less than the payroll checks you receive. Therefore, when millions of dollars in stock are bestowed to boards and CEOs they must be accounted for on the books out of the corporate bottom line — just like your paycheck. Furthermore, CEOs and board members must be compelled to pay income tax on the stock awards in the year they are received — instead of deferring the income to another year or counting it as capital gains income to lower the tax burden to around half of the income tax rate.

Once legislation dictates a change in accounting practices and tax treatment of such stock awards, you’ll see far fewer free stock awards and reduced price options for board members and CEOs. In turn CEOs will again have a long-term vested interest in keeping their job instead of bleeding their corporate host-beast dry like a vampire and flying off into the night.

Since the top 10 percent of Americans now own 90 percent of all stock — with 44.1 percent owned by the top 1 percent — average Americans who own only 10 percent collectively have virtually no say whatsoever in corporate stock awards to CEOs and board members. Nonetheless, assuming it’s a safe investment, if you work for a publicly held company and don’t own as much of their stock as possible [along with your fellow employees], you’re blowing in the wind. If you’re not attending stockholder meetings, voting against cronies of the CEO from being on the board and fighting tooth and nail against excessive pay and stock options for your CEO . . .  then you should at least be sending out a lot of resumes. The percentage of stock owned by employees in America is nothing short of pathetic and few if any — even pay attention to who’s on the board, merger and acquisition rumors or anything else that actually matters. Here’s a hint, nothing significant to your financial well being over the long hall is going to arrive via your company newsletter. In there you’re going to get one message: everything is just dandy, the CEO is a wonderful human and just keep your head down, keep working 14 hour days and the company will look out for you. Yea right . . .  

Admittedly, if all employees buy up all the stock they can get their hands on, for most companies it pales in comparison to the number of shares owned by the top 10 percent of Americans, but employees owning stock carries far more clout than a 1 to 1 ratio of stock owned by outsiders. CEOs and corporate boards don’t want their employees at stockholders meetings, they don’t want you paying attention and they don’t want you voting against cronies of the CEO from sitting on your board. They don’t want you communicating with each other and they sure don’t want Wall Street rumors circulating within the rank and file.

A partial solution to changing the game is all about buying stock as well as organizing and communicating within the employee network. On the other hand, if you are not wise enough to conduct such activities under the radar . . . you also know all too well that your personal items will be boxed up and you’ll be escorted to the front door by the Human Reaper (HR). Create a pseudonym and start a Facebook page or launch a website or blog to get the word out. Be a thorn in their side and just like everything else going forward, verify everything before you trust. If people are being cut in a division, rumors of a merger are in the air — expose it to every single employee!

With the history of American CEOs, anyone that blindly trusts senior management and the CEO, are quite frankly . . . an idiot! In far too many cases, the CEO is simply waiting out the vesting time period for their stock options . . . once in place, it will be time to take the money and run. It’s the system by which corporate America now functions to the detriment of the American workforce and unless we fight it tooth and nail going forward . . . the American workforce and America at large will continue to lose out to the aristocracy.