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	<title>Open Mike &#187; Financial Crisis</title>
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		<title>THE MYTH OF THE BORN LEADER</title>
		<link>http://www.mikecritelli.com/2009/10/06/the-myth-of-the-born-leader/</link>
		<comments>http://www.mikecritelli.com/2009/10/06/the-myth-of-the-born-leader/#comments</comments>
		<pubDate>Tue, 06 Oct 2009 22:14:17 +0000</pubDate>
		<dc:creator>Mike Critelli</dc:creator>
				<category><![CDATA[Business Lessons]]></category>
		<category><![CDATA[Financial Crisis]]></category>
		<category><![CDATA[Life Lessons]]></category>
		<category><![CDATA[Personal Observations]]></category>

		<guid isPermaLink="false">http://www.mikecritelli.com/?p=398</guid>
		<description><![CDATA[A lot has been written about Ken Lewis, the Bank of America CEO, since he announced his decision to retire the week of September 28. Many of the commentaries on him were highly critical, including one included in the Sunday, October 3, New York Times business section by Joe Nocera entitled “Incompetent? No, Just Not [...]]]></description>
			<content:encoded><![CDATA[<p>A lot has been written about Ken Lewis, the Bank of America CEO, since he announced his decision to retire the week of September 28. Many of the commentaries on him were highly critical, including one included in the Sunday, <a href="http://www.nytimes.com/2009/10/03/business/03nocera.html">October 3, </a><span style="text-decoration: underline;"><a href="http://www.nytimes.com/2009/10/03/business/03nocera.html">New York </a></span><a href="http://www.nytimes.com/2009/10/03/business/03nocera.html">Times business section by Joe Nocera entitled “Incompetent? No, Just Not a Leader.” </a>Nocera contrasted Lewis, whom I succeeded as Chairman of the National Urban League Board of Trustees in 2002, and who was an exceptionally capable chairman, with his precedessor at the Bank of America, Hugh McColl, whom he described as “born to be a leader.”  I disagree fundamentally with the “born leader” theory.</p>
<p>Every leader does some things very well, and other things less well.  Whether he or she succeeds depends on two factors:</p>
<ul>
<li>How well do the capabilities required for a leadership position match the leader’s capabilities?</li>
<li>How well did the leader either adapt or complement his or her capabilities in areas in which he or she was deficient?</li>
</ul>
<p><span id="more-398"></span></p>
<ul></ul>
<p>The answers to these questions change over time.  A leader can be a great match when hired or promoted into a job, but the job requirements can change radically over time. There can also be a situation in which the leader can be well matched to the bulk of the job’s requirements, but poorly matched to a particular kind of crisis or challenge.</p>
<p>Lewis was well qualified to be the Bank of America’s Chairman and CEO when he assumed his role in 2001. Nocera acknowledged that he was a very capable commercial bank leader, even as the bank grew, became more global, and had more complex strategic and operational challenges.  Lewis’ challenge was to grow outside the banking market, because the Bank of America had hit a legally-mandated ceiling on the Bank’s ability to grow its market share in bank deposits (federal law limits any single commercial bank to no more than 10% of the total bank deposits in America.)  Lewis was attempting to acquire an investment banking firm because it appeared to be an adjacent market space through which the Bank could grow by acquisition.</p>
<p>Beyond the question of whether he could lead a combined bank and investment banking operation, Lewis simultaneously confronted two crises with the Merrill Lynch acquisition: he was urged by the federal government financial regulators to do the acquisition quickly to stabilize the financial system, and he was directed to be careful with what he disclosed publicly about the company he acquired.  During 2008 and 2009, he also became a regular participant in Congressional hearings relative to home mortgage loan write-offs, a daunting task and one for which business leadership does not prepare an executive. Everything he did was in a highly charged 24/x7 media environment in which there was massive public panic and anxiety, and in which the actions of the financial services industry became central issues in a hotly contested Presidential election campaign. Whatever he did well and was capable of doing before that time did not prepare him to deal with any of these crises, all of which had virtually no margin for error in the decision processes.</p>
<p>Had Lewis spent a lot more time in Washington over many years, he might have found a better way to deal with these crises, but, had he done so, he would have been less able to run the businesses reporting to him.  Even without that Washington experience, he might still have made some wrong decisions, but might have been better prepared for them.</p>
<p>We now know that his decisions did not turn out the way he, the Bank’s shareholders, or the government would have wanted.  I have no special insight as to who was at fault, other than to say that the very considerable capabilities Lewis brought to his job in 2001 did not prepare him to deal with the very different challenges he faced in 2008.  In fact, although we will never know this, it is unclear that the great Hugh McColl could have addressed these challenges either.</p>
<p>As I think back on my tenure as Chairman and CEO, some challenges were foreseeable and constant, but others were beyond the board’s or the management’s ability to foresee.  Google and other search engines radically altered the balance of power in favor of customers.  9/11, anthrax, and the financial weakening of the U.S. Postal Service were unforeseeable.  I felt able to handle all these unanticipated challenges as they arose.</p>
<p>What challenged me was the post-Enron environment in which leadership demands shifted radically from growth, operational excellence, strategic thinking, and corporate social responsibility to a heavy focus on mind-numbing, compliance-driven, externally imposed mandates. While I could meet the job’s changing requirements intellectually, it stopped being rewarding and became very stressful.</p>
<p>I actually would have been far more comfortable dealing with the federal government, the media, the political environment, the economic crisis and the panicked public environment from 2007-2009 than most of my peers as CEO.  At the same time, I would have a very hard time dealing with the irrational and highly destructive hostility directed today mindlessly and indiscriminately at public company CEOs from the media, public officials, and governance advocacy groups.</p>
<p>It does not surprise me that the average tenure of CEOs has declined drastically in the last decade, because job requirements change more rapidly, and boards of directors have to assess CEOs more frequently against those changed requirements.  It also does not surprise me that some CEOs choose to leave their jobs early. At this time, I am not tempted to subject myself to the wildly inconsistent and, sometimes, unreasonable demands public company CEOs currently face.</p>
<p>We need to have realistic expectations of what CEOs can and cannot do, and stop looking for the mythical “born leader.”  I would make the same comment about lawmakers as well; our expectations for them are far out of whack with human limitations and frailties.</p>
<p>CEOs who resign or are fired are far better off than many Americans who are suffering deeply today, so I do not ask that we give them sympathy for leaving their jobs.  However, everyone is better off if public companies attract and retain highly talented people as CEOs.  Today’s crazy environment significantly reduces the pool of great people that would want to be CEOs, and tens of millions of Americans are the worse off as a result.</p>
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		<title>POOLING RESOURCES</title>
		<link>http://www.mikecritelli.com/2008/11/26/pooling-resources/</link>
		<comments>http://www.mikecritelli.com/2008/11/26/pooling-resources/#comments</comments>
		<pubDate>Wed, 26 Nov 2008 15:10:31 +0000</pubDate>
		<dc:creator>Mike Critelli</dc:creator>
				<category><![CDATA[Civic Engagement]]></category>
		<category><![CDATA[Financial Crisis]]></category>
		<category><![CDATA[Government]]></category>

		<guid isPermaLink="false">http://www.mikecritelli.com/2008/11/26/pooling-resources/</guid>
		<description><![CDATA[In the Sunday, November 23, 2008, New York Times, in the Connecticut and The Region section,  I was struck by the inadvertent juxtaposition of two articles.  The first, in the Town Green column by Larry Bloom, was entitled “On the Local Level, A Bid to Pool Resources.”  The second, alongside it, was an article by [...]]]></description>
			<content:encoded><![CDATA[<p>In the Sunday, November 23, 2008, New York Times, in the Connecticut and The Region section,  I was struck by the inadvertent juxtaposition of two articles.  The first, in the Town Green column by <a href="http://www.nytimes.com/2008/11/23/nyregion/connecticut/23colct.html?ref=connecticut" target="_blank">Larry Bloom, was entitled “On the Local Level, A Bid to Pool Resources.”</a>  The second, alongside it, was an article by <a href="http://www.nytimes.com/2008/11/23/nyregion/connecticut/23charityct.html" target="_blank">Jan Ellen Spiegel, entitled “Charities Struggling with Their Own Needs.”</a></p>
<p>In Bloom’s column, the major point made is that Connecticut is the “national champion of governmental redundancy.”  We have 169 towns, with 169 separate governmental systems.  In Spiegel’s article, she talks about the fact that charities are “just starting to sort out how to deal with the as-yet uncalculated effects from potential cuts to state funds in the wake of Connecticut’s projected two-year $6 billion deficit, and the impact of the stock market’s vicissitudes on donors, corporate giving, and investment portfolios of foundations.”<span id="more-101"></span></p>
<p>I was pleased with the fact that Bloom was able to find an optimistic voice in the otherwise gloomy tone of both articles.  He presented comments from Robert N. DeCresenzo, the former mayor of East Hartford, who suggested that towns and cities need to figure out where they can pool resources.  He said that back-office functions like human resources, accounting, or tax collections could be shared, and that some direct support services like waste management and computer deployment in police cars, had already been shared in past collaborative efforts.</p>
<p>Non-profits, businesses, and governments need to look at today’s economic crisis as an opportunity to do things differently, not just to cut costs and services.  If all we do is lay off people and stop delivering necessary services, we will end up with a far worse economic crisis than we otherwise would have had.</p>
<p>I am chairing a start-up of a personal, patient-controlled, portable health record called <a href="http://www.dossia.org/consumers/faq" target="_blank">Dossia</a>.  In the last 10 months, we significantly stretched our scarce resources by making difficult decisions to work with partners who could help us with functions we did not need to do inside our organization.  We saved significant amounts of money.</p>
<p>All organizations need to think more like start-ups, rather than the big organizations they may have been. Last year, I chaired a reform commission at the request of Governor M. Jodi Rell on the Connecticut Department of Transportation.  I learned through that process that there are many ways to reduce traffic congestion that do not require government spending.</p>
<p>For example, as I testified before the Connecticut Transportation Strategy Board, greater mobility has typically been sought by spending significant capital to increase transportation system capacity.  However, there is a much more cost-efficient way to increase mobility: to work with private sector partners, as well as other government agencies, to implement strategies for partial or complete telecommuting to reduce peak-hour demands on the transportation system.  The private sector has many technology providers who would welcome the opportunity to help the State convene large employers and share best practices on alternative work arrangements.  In this context, the convening agency might be the state Department of Labor, not the Department of Transportation.</p>
<p>The DOT could focus its scarce resources on maintenance of our existing assets, rather than their construction or expansion.  It could also reduce unplanned delays by developing strategies to reduce the frequency and severity of motor vehicle accidents.  For example, a relatively low-cost deployment of traffic cameras and other devices to reduce highway speeds, as well as other moving violations, would significantly reduce accidents, which would reduce traffic congestion, improve air quality, and reduce state health care spending. To improve highway safety, the State could call upon a variety of private sector partners, such as automobile insurers, technology providers, and state and municipal police departments, to pool their resources to reduce the need for highway police patrols and rely more upon other safety-enhancement tools.</p>
<p>Non-profits should check the Internet for the huge number and variety of free or low-cost services available to them to increase their revenues and reduce their expenses.  They also need to define their core requirements more precisely.  For example, at <a href="pb.com">Pitney Bowes</a>, I realized over a decade ago that we had far more facilities space than we needed.  Over the last decade, we have shrunk facilities square footage far more rapidly than we have shrunk headcount, and we have gotten better usage from our space.  We realized that employees would give some excess space in their personal offices to get more conference room space, more capability in shared multi-functional printing devices, and more modern audio-visual technology.  Most non-profits I visit have great opportunity to shrink their footprint the way we have and spend less on overhead.</p>
<p>We can all look at the current situation with fear and anxiety, or we can see it as a great opportunity to figure out how to be creative and collaborative.  I know which alternative I prefer.</p>
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		<title>EXCESSIVE EXECUTIVE COMPENSATION</title>
		<link>http://www.mikecritelli.com/2008/11/10/excessive-executive-compensation/</link>
		<comments>http://www.mikecritelli.com/2008/11/10/excessive-executive-compensation/#comments</comments>
		<pubDate>Mon, 10 Nov 2008 21:12:22 +0000</pubDate>
		<dc:creator>Mike Critelli</dc:creator>
				<category><![CDATA[Current Events]]></category>
		<category><![CDATA[Financial Crisis]]></category>

		<guid isPermaLink="false">http://www.mikecritelli.com/2008/11/10/excessive-executive-compensation/</guid>
		<description><![CDATA[I can readily understand why people who are not executives of large businesses can be bewildered and outraged by the compensation of some CEOs, especially when it is given in big chunks of severance to CEOs who have failed at their companies.  The obvious question is: why would boards of directors have approved these packages [...]]]></description>
			<content:encoded><![CDATA[<p><span id="more-96"></span>I can readily understand why people who are not executives of large businesses can be bewildered and outraged by the compensation of some CEOs, especially when it is given in big chunks of severance to CEOs who have failed at their companies.  The obvious question is: why would boards of directors have approved these packages in the first place?</p>
<p>There is a market for CEOs, just like there is a market for houses, internet stocks, or baseball players.  Just as these other markets fail from time to time, with housing bubbles, stock bubbles, or overpaid baseball players, sometimes we see market failures for executive compensation, too.<!--more--></p>
<p>One very insightful book on this subject was actually written six years ago.  It is entitled Searching for a Corporate Savior: The Irrational Quest for Charismatic CEOs, by Rakesh Khurana.  What is unimaginable today is the degree to which shareholders, boards of directors, rating agencies, the media, and even the public believed in the notion that there were a handful of exceptionally talented CEO candidates that companies in trouble, or, for that matter, companies not in trouble, but desirous of improving their results, should spare no expense in recruiting.</p>
<p>General Electric provides some examples of this “Corporate Savior” phenomenon.  During the Jack Welch era, several of his top lieutenants were recruited away to become the CEOs of other companies.  Many of these executives received lavish pay packages, on the belief held at the time by directors and executive recruiters that a single highly-talented individual could create enormous economic value through executive leadership.  As events unfolded, some of the businesses led by these GE alumni did not perform well, and, in some cases, the pay packages came under heavy criticism.  These were all very talented executives, who received exceptional training and mentoring at GE under Jack Welch, as did Jeff Immelt, who is truly one of the world’s greatest business leaders.  However, what went wrong for those who were less successful was not how they performed, but the huge gap between their considerable talents and the unrealistic expectations for their performance.</p>
<p>Today, we understand better that CEOs, like any other people, are limited in what they can accomplish.  When they succeed, they may be catalysts for an organization’s success, but there needs to be a good business model, a critical mass of talent, and the right external environmental conditions.  Relative to the business model, that is, the value proposition of the company and its way of delivering that value profitably to customers, Warren Buffett once said something to the effect that when a highly-talented leadership team collides with a flawed business model, the business model generally wins.</p>
<p>Beyond the flawed belief in the “corporate savior,” the pressure on a board to recruit the best and the brightest, and the time pressure under which many boards operate when they are recruiting an external CEO, there are other subtle factors that drive up compensation in these negotiated contract arrangements.</p>
<p>While the executive search firms are retained by the company and are accountable to the board, they also succumb to the subtle pressure to justify their very lucrative fee by securing the “corporate savior.” They put additional pressure on the board by pointing out that the “corporate savior” is being hotly recruited by other companies and boards, and that the board needs to accommodate his or her compensation demands.</p>
<p>This is no different from what happened in professional sports with some of the outsized contracts over the last decade.  One difference today in professional sports negotiations is that salary caps in sports like football, basketball, and ice hockey, and the “luxury tax” in baseball act as a brake on runaway compensation.  The other difference is that professional sports teams and the agents who represent players have a better-developed methodology for valuing a superstar against other alternatives.  Baseball even has a valuation methodology called “value over replacement player” to help determine how many incremental victories a player has contributed to his team.  From that calculation, the financial value of that player for that team can be determined.  Many of these valuation methodologies were not developed by the teams, the agents, or even by the official statistician of Major League Baseball, the Elias Sports Bureau, but by outside sports statistics aficionados like Bill James, Pete Palmer, and John Thorn.</p>
<p>Business today lacks the kind of sophisticated tools that can truly isolate the economic contributions that a CEO uniquely creates.  Some companies have developed methods that move in the right direction, but in fact it is a very complex problem given how many factors influence company performance, including factors over which the CEO has no control.</p>
<p>Right now, we are in an exceptionally populist environment, so we may see excessive controls put on executive pay that will be determined through emotions and political calculations.  We must acknowledge that neither the free market nor government regulation offer a perfect solution to the perception or reality of excessive pay.  We need to draw upon tools developed for other purposes than compensation and to modify them as needed for executive compensation analysis.</p>
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		<title>GROUPTHINK</title>
		<link>http://www.mikecritelli.com/2008/11/09/groupthink/</link>
		<comments>http://www.mikecritelli.com/2008/11/09/groupthink/#comments</comments>
		<pubDate>Mon, 10 Nov 2008 00:28:18 +0000</pubDate>
		<dc:creator>Mike Critelli</dc:creator>
				<category><![CDATA[Financial Crisis]]></category>
		<category><![CDATA[Government]]></category>
		<category><![CDATA[Politics]]></category>

		<guid isPermaLink="false">http://www.mikecritelli.com/2008/11/09/groupthink/</guid>
		<description><![CDATA[In the Sunday, November 2, 2008, New York Times business section was a great column by Robert J. Schiller, a professor of economics and finance at Yale, and a person who understands how the world works better than just about anyone teaching, researching, or writing today.  In a piece in the “Economic View” section, entitled [...]]]></description>
			<content:encoded><![CDATA[<p>In the Sunday, November 2, 2008, New York Times business section was a great column by Robert J. Schiller, a professor of economics and finance at Yale, and a person who understands how the world works better than just about anyone teaching, researching, or writing today.  In a piece in the “Economic View” section, entitled <a target="_blank" href="http://www.nytimes.com/2008/11/02/business/02view.html">“Challenging the Crowd in Whispers, Not Shouts,” </a>Dr. Schiller attempts to answer a question on many peoples’ minds:  how could Alan Greenspan and other experts have so completely failed to predict and head off the worldwide financial meltdown that has taken place the last 18 months?</p>
<p>Schiller, who wrote a book entitled <a href="http://www.amazon.com/Irrational-Exuberance-Robert-J-Shiller/dp/0691050627">Irrational Exuberance </a>, warning very specifically about the risk of a meltdown in the housing and financial markets, notes that there were experts who saw what was happening, but they were in a minority, and were treated as if they were less credible and of lower quality than the experts who held the prevailing view.  He explained that, Dr. Irving Janis, a Yale psychologist, in a book entitled <a target="_blank" href="http://psysr.org/about/pubs_resources/groupthink%20overview.htm">Groupthink</a>, talked about the often unconscious insecurity experts feel when they are not receiving acclaim from their most renowned peers and the unconscious self-censorship that follows from it.   As Schiller cogently states:  “They self-censor personal doubts about the emerging group consensus if they cannot express these doubts in a formal way that conforms with apparent assumptions held by the group.”  He goes on to describe how he experienced some ridicule and criticism from those who disagreed with him, and how difficult it would be for many people to buck conventional wisdom.<span id="more-95"></span></p>
<p>One explanation is that when there is well-ingrained conventional thinking, it is virtually impossible for mainstream thinkers to see the world differently.<br />
Philosopher Thomas Kuhn wrote a great book in 1960 called <a target="_blank" href="http://www.amazon.com/Structure-Scientific-Revolutions-Thomas-Kuhn/dp/0226458083">The Structure of Scientific Revolutions</a>, in which he said that the most innovative thinking in any scientific field came from people outside the field, because they were not imprisoned by conventional thinking.  However, Dr. Schiller was suggesting that there is a second motivation, the insecurity of people to depart from conventional thinking because of their belief that unconventional thinkers will be denied reward and recognition.</p>
<p>Academia is a particularly difficult environment in which to buck conventional wisdom.  Accomplishment is often measured by the number of peer-reviewed and peer-approved publications a professor can publish.  Getting the cooperation and subtle reinforcement required to achieve this productivity in publication requires mutual respect and active cooperation.  An individual who is right, but is not a mainstream thinker, puts himself or herself at great risk of not getting that cooperation and reinforcement if he or she takes a contrarian view on an issue in which there is generally a strong consensus.</p>
<p>Large organizations and leaders of any field of endeavor have to guard against “groupthink.”  At Pitney Bowes, and in my other leadership positions, I took a number of steps to reduce groupthink:</p>
<ul>
<li>I was a role model for unconventional thinking, and I deliberately spent a great deal of time with the innovators in our organization.  Even as a CEO I experienced passive resistance to change, but I made it clear that the people who would move up were those most resistant to groupthink.</li>
<li>I specifically kept someone around in the senior leadership team who would be a check-and-balance on my thinking.  In a way, even an aggressive, innovative thinker who wants to drive for change needs to show that he or she has the self-confidence to have at least one gadfly in the group.</li>
<li>In meetings, I would consistently ask whether we were missing something in reaching a consensus.</li>
<li>Most importantly, I consistently visited leading-edge customers and tried to have a regular dialogue with sales professionals who were most successful in crafting innovative solutions.  I looked at leading-edge thinkers as the “canaries in the coal mine” to give us an early warning about major trends in our industry space.</li>
</ul>
<p>I just wish more experts had listened to Dr, Schiller.  As someone privileged to have met him and spent a few minutes talking to him at the World Economic Forum, I can assure you that we would have all been far better off if we had acted on his thinking.</p>
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		<title>FINANCIAL CRISIS</title>
		<link>http://www.mikecritelli.com/2008/10/01/financial-crisis/</link>
		<comments>http://www.mikecritelli.com/2008/10/01/financial-crisis/#comments</comments>
		<pubDate>Wed, 01 Oct 2008 15:04:05 +0000</pubDate>
		<dc:creator>Mike Critelli</dc:creator>
				<category><![CDATA[Current Events]]></category>
		<category><![CDATA[Financial Crisis]]></category>
		<category><![CDATA[Government]]></category>

		<guid isPermaLink="false">http://www.mikecritelli.com/2008/10/01/financial-crisis/</guid>
		<description><![CDATA[Some of my readers have asked me to comment on the financial crisis.  Much has been written about it, and beyond the political rhetoric, there are some very intelligent analyses of what happened and why.  To me, the three obvious root causes were:

The disconnected and fragmented sub-prime mortgage creation and investment system, combined with the [...]]]></description>
			<content:encoded><![CDATA[<p>Some of my readers have asked me to comment on the <a target="_blank" href="http://www.guardian.co.uk/business/2008/mar/18/creditcrunch.marketturmoil1" title="Financial Crisis">financial crisis</a>.  Much has been written about it, and beyond the political rhetoric, there are some very intelligent analyses of what happened and why.  To me, the three obvious root causes were:</p>
<ul>
<li><a target="_blank" href="http://www.investopedia.com/articles/07/subprime-overview.asp">The disconnected and fragmented sub-prime mortgage creation and investment system, combined with the incentives of all players in the supply chain of these mortgages to grow rapidly and to take on excessive risk;</a></li>
<li>The unintended consequences of an excessive dependence on<a target="_blank" href="http://www.fairmark.com/traders/mtmacc.htm"> “mark-to-market”</a> accounting, which caused financial assets to be written down in value to an artificial “market price,” even if the holder had no intention of selling them, and even if the market for that asset really did not exist.  This artificially low asset valuation would not have mattered, except that lending agreements and other financial arrangements depended on maintaining a minimum level of asset values.  The deterioration of asset values due to these artificially low valuations created a death spiral for companies, because the agreements usually required them to shore up declining asset values with additional credit that simply was not available.</li>
<li>The mind-boggling complexity of these financial instruments and transactions, which made it extremely difficult for anyone to understand when participants were truly in trouble, until it was too late.   This is also why the rating agencies, on which investors depend to evaluate the riskiness of these instruments and transactions, failed so miserably.<span id="more-79"></span></li>
</ul>
<p>John McCain and others have talked about <a target="_blank" href="http://www.naturalnews.com/021911.html">“corporate greed”</a> as a root cause.  I find that to be an oversimplification of reality.  Greed works when it rewards people for doing things that benefit everyone; it fails to work when it triggers destructive or highly-risky behavior.</p>
<p>In this case, compensation packages caused greed to trigger excessively risky behavior.  The simple reason for this was that, in virtually all these cases, the profit from these instruments and transactions came in immediately and financial services executives were rewarded immediately, but the risk was not evident until much later.  This gravitation toward excessive risk was made even worse by pay packages that had no meaningful upward limit.  Super-sized annual bonuses or stock option grants magnified the misalignment toward excessively risky behavior.</p>
<p>What made matters worse is that these executives could move on to another organization having pocketed the money from these risky behaviors.  Moreover, like stock options, upfront bonuses do not align executives with shareholders and bondholders.  If someone makes $100 million in profits for his or her firm in one year and pockets a $10 million bonus, but loses $500 million the next year either because of the same transaction or different transactions, they get no bonus, but they do not give the $10 million back.  In effect, the fundamental flaw of compensation systems is that they are aligned only on the upside, not the downside.</p>
<p>Similarly, with stock options, someone can take a number of actions to pump up the stock price, exercise options where there have been gains, pocket the gains, and then leave the firm, leaving future shareholders and executives to clean up the mess from the actions that temporarily pumped up the stock price.</p>
<p>As a member of three public company boards of directors, including an independent director membership on two boards, and as a former CEO, I have always been extremely mindful of making sure that executive pay truly aligned executive rewards with shareholder needs.  I particularly focused on insuring that none of the companies I served ever had compensation packages and systems that triggered excessively risky behaviors.  As a CEO, I stayed aligned with shareholders by not selling stock, even though there were many times when I could have sold and made much more profit than I will ultimately make.  I took this approach because I believe that CEOs have to send a message that they believe in their company’s stock, and that insider selling is a very bad message.</p>
<p>Risk is always an element of business decision making, but we should never create environments in which the risky behavior is rewarded to the extent it was here.</p>
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