Has Pay-For-Performance Gone Overboard

By: Keith Kefgen and Rosemary Mahoney, June 1997

The zeal with which the investment community attacked CEO compensation practices over the past decade was astounding. The battle cry was that CEOs were paid handsomely, while the company floundered and investors got burned.

We proposed in our monthly column that tying executive pay and company performance was the answer. But you have to wonder if compensation committees hare gone overboard in applying pay-for-performance strategies when a CEO, even of Michael Eisner's caliber, can be granted a one year pay package worth nearly $200 million.

When you look at our analysis of 1996 CEO pay in the lodging industry, its clear that stock options were dispensed quite liberally.

The fifteen most highly paid CEOs  were granted an average of 1,132,000 options worth an estimated $19,000,000  ( table 1 - The 1997 Hotel Industry CEO Survey). When we applied our pay-for-performance value index, though, all fifteen, with the exception of Steve Bollenbach and Davd Simon, rated rather poorly. The fact is, many of these CEOs performed extremely well, they were just paid too much.

Further analysis  established that many of the highest paid CEOs ran companies that have been public  less than five years. It is more typical of a young company to be more aggressive with the granting of stock options.

The real concern to us, is that there continues to be no documented rationale from any company regarding their bonus and stock option payouts. Disney gave no explanation why Eisner needed 8,000,000 stock options in 1996. Similarly, HFS did not share with investors why Chairman/CEO Henry Silverman deserved 2,000,000 options.

When calculating the potential worth of those options using a Black-Scholes valuation model, Eisner has a future pay check of $195,000,000 and Silverman, $55,000,000 (see table 2). Add those figures to their value of in-the-money options ( Table 3), and Silverman and Eisner also have the greatest fortunes in waiting.
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Table 2 Top Stock Incentives 
CEO Company Pay Rank Long Term Stock Grants (the Black-Scholes value of stock options granted in 1996) HVS Value Index
Michael Eisner Walt Disney 1 195,583 42.8
Henry Silverman HFS 2 55,468 45.1
Terence Golden Host Marriott 3 10,477 47.0
Barry Sternlicht Starwood Lodging 4 6,809 56.0
Richard Kelleher Doubletree 5 5,910 52.8
Source: HVS Executive Search
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Table 3 Fortunes in Waiting (CEOs Ranked by Total Options)
CEO Company Pay Rank Value of in-the-money options ($K) (includes both exercisable and unexercisable options) HVS Value Index
Henry Silverman HFS 2 544,284 45.1
Michael Eisner Walt Disney 1 364,360 42.8
Gary Mead La Quinta Inns 10 58,553 68.1
Stephen Bollenbach Hilton Hotels 6 44,719 237.3
J.W. Marriott, Jr. Marriott International Inc. 8 33,923 54.7
Source: HVS Executive Search
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Top Performers

If you wanted to be a top performer in this year's survey, you either ran a REIT, merged with your competition, or your name was Steve Bollenbach (table 4). Five of the top ten performers ran lodging REITs and Barry Sternlicht would have certainly made the list if his pay package would have been more conservative. The marriage between Norwood Cowgill's Studio Plus and George Johnson's Extended Stay America put both CEOs on the top performers list this year. But far and away the most impressive story of the year was Steve Bollenbach taking the reins at Hilton and doubling the market cap of the company within months of his arrival. That kind of performance will get you a healthy pay check anywhere.
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Table 4 1997's 10 Best Performing CEOs
Index Value CEO Company Actual Compensation ($K) Should Have Been Compensated ($K) % Underpaid
237.3 Stephen Bollenbach Hilton Hotels 6,296 14,941 137.30
235.0 Norwood Cowgill Jr. Studio Plus 150 352 135.00
235.0 Thomas Corcoran, Jr. Felcor 128 301 135.00
226.4 E. Anthony Wilson Hudson Hotels 246 556 126.00
224.2 George D. Johnson, Jr. Extended Stay America 200 448 124.20
213.5 David Buddemeyer Servico 526 1,123 113.50
203.1 Robert Alter Sunstone 270 549 103.10
168.2 Robert M. Solmson RFS 338 568 68.20
162.8 Robert W. Winston, III Winston Hotels 312 508 62.80
130.8 Paul Nussbaum Patriot American 577 756 30.80
Source: HVS Executive Search
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Top Salaries & Bonuses

The average salary for a  lodging CEO rose 6.4% in 1996 to $414,390, while the average bonus fell 2.6% to $447,448 ( tables 5 and 6). CEOs with the highest salary and bonus were almost identical to those of last year. CEOs at the top of both the salary and bonus tables ran larger companies, with revenues and earnings exceedingly $400 million and $70 million, respectively.
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Table 5 Top Hotel Salaries (CEOs ranked by Salary)
CEO Company Pay Rank Salary ($K) HVS Value Index
George Gillett, Jr. Vail Resorts, Inc. 7 1,628 45.1
Henry R. Silverman HFS 2 1,502 45.1
Isadore Sharp Four Seasons 18 1,030 59.2
Jonathan M. Tisch Loews Hotels 20 873 128.6
J.W. Marriott, Jr. Marriott International, Inc. 8 841 54.7
Source: HVS Executive Search
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Table 6 Top Hotel Bonuses
CEO Company Pay Rank Bonus ($K) HVS Value Index
Michael Eisner Walt Disney 1 7,900 42.8
Henry Silverman HFS 2 2,250 45.1
Micky Arison Carnival 17 1,035 54.7
J.W. Marriott, Jr. Marriott International Inc. 8 810 54.7
Stephen Marcus Marcus 19 546 88.8
Source: HVS Executive Search
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Top Growth in Stock Price and EBITDA

Four of the highest paid executives in the lodging industry also had significant growth in their market capitalization (table 7). Over the last three years, HFS, Starwood and Hilton have had over 100% increases in their stock price, proving that Henry  Silverman, Barry Sternlicht and Bollenbach have been real wealth creators. It was also clear that young companies and the small caps dominated the growth in EBITDA category (table 3). Capstar, for example, had an incredible growth rate of nearly 500%.
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Table 7 Top Stock Appreciators
CEO Company Pay Rank Stock Appreciation HVS Value Index
Henry Silverman HFS 2 349% 45.1
Barry Sternlicht Starwood Lodging 4 250% 56.0
Stephen Bollenbach Hilton Hotels 6 206% 237.3
David A. Simon Prime Hospitaltiy Corp. 16 153% 102.4
David Buddemeyer Servico 24 139% 213.5
Source: HVS Executive Search
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We still believe that pay-for-performance strategies make philosophical and financial sense, but companies must understand that diluting investors with highly aggressive stock options is not the answer, either. There must be a balance between shareholder and management interests if long-term incentives are to be effective. Remember, it is not how much CEOs get paid, it's how they get paid that matters.

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Look at 1996's Top 32 Hotel Industry CEOs Ranking by Total Compensation
Back to HVS Executive Search Index

For additional information contact the firm at:

HVS Executive Search
372 Willis Avenue
Mineola, NY 11501
Phone: 516-248-8828 Fax: 516-742-1905
or Email Mr. Kefgen at kxk@hvs-intl.com

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