Executive Compensatio


16
May 10

Surfing the Financial Crisis

I’ve been watching the financial crisis since it began in 2007.  Every so often it is good to step back and consider some of the anomalies. Thus, some disconnected thoughts:

-          The time between crises gets shorter.  It was seven years from the dot.com to the sub-prime crash.  It has taken us only one year from TARP and other alphabet soup US-based federal bailout programs to the European Commission trillion dollar bailout.  With the Euro plunging after the bailout, how long will it be to the next crisis?

-          If everything is really improving why have short-term US interest rates not risen? I am amazed that for over 2-years of regular Treasury auctions, 3 month bill rates have ranged between .1 – .2%.  Why does the Federal Reserve keep stating in its guidance that it intends to keep rates at zero for an extended period of time?

-          Why would anyone invest in the US equity markets?  The most active stocks each day are severely troubled, probably insolvent companies:  Citicorp, Fannie Mae, AIG, and Bank of America. More than sixty percent of every day’s volume is non-human, computerized, automated trading.  And what is worse, computers doing this trading are shaving cents off each transaction to the detriment of institutions and retail investors.   No one believes in long term investment value any more. Respected analysts believe the market is severely overvalued and should probably trade at the 850 S&P level.

-          How do Goldman Sachs and JP Morgan have perfect trading performance, that is, making money every day of the first quarter?  Karl Denninger has calculated the odds of achieving this feat at one in many trillions.  Have the SEC and other government regulators taken an extended holiday during the financial crisis? It sure seems that way.

-           The 1987 version of the SEC portrayed in the movie Wall Street was able to detect illegal activity in the fictional Blue Star Airlines and arrest the hapless Bud Fox.  Mary Schapiro and the current SEC staff can’t seem to find water with two hands if they fell out of a rowboat in the middle of the Atlantic.

-          Why do things keep getting more complicated and less clear? Yes, we live in a complex world.  But I have a deep suspicion that complexity is being used as a subterfuge to mask true intent.  Why do we need multi-thousand page financial and health reform legislation, customized credit default swap instruments and impenetrable corporate proxy statements? The answer: complexity is designed to disguise the essence of each issue.

-           Why is the Federal Reserve afraid of a full-fledged audit?   As taxpayers, we are the ultimate financiers for the various government bailout programs. What happened to sunshine as the best disinfectant in public matters?  This is an economic, not a national security matter. Or in the minds of the government, has everything become a national security matter, even the Fed’s purchase of the Red Roof Inn?

-          Why is Senator Chris Dodd, himself compromised with a Countrywide below market loan, allowed to lead financial reform?

-          With a Justice Department of 100,000 employees, why haven’t we indicted a major financial institution?

We live in dangerous times.  Perhaps some of our leaders should be thinking about some of these questions and issues.

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29
Apr 10

Some Random Thoughts on Goldman

Tuesday’s Senate hearings on Goldman raised as many issues as they answered.  Today’s thoughts on the status of Goldman Sachs’ current folly and the US financial industry:

-          Goldman executives have no idea how angry the average American is at Wall Street in general and Goldman in particular.

-          Nobody likes Ivy-league trained, arrogant, wise-cracking executives, least of all those who wear great suits and have great haircuts.

-          In a work-related email, lack of discretion and caution can really return to haunt the writer.  Thus, characterizing a deal as “shitty,” calling the securities “monstrosities,” doubting the sale of your product to “widows and orphans,” and not understanding the complexities of these products guarantees later problems to both writer and firm.

-          When pressed on the use of the word “shitty” in the email, the correct response is not that it was an unfortunate use of words.  Rather, explain whether or not it was a good or bad deal for the investors.

-          To the average American, trying to justify a $9 million cash compensation package as “modest” will never work.

-          If indeed the customer comes first at Goldman, it is impossible to duck questions on fiduciary duty to your customer.

-           “I did nothing legally wrong” will only antagonize the SEC and other prosecutors.  The court will decide what is lawful.

-          As a corollary point, isn’t Goldman smart enough to stop its ongoing public relations releases attacking the SEC and proclaiming innocence?  Nobody believes them.

I have made much of Wall Street’s casino atmosphere.   The Senate should now focus on the following:

  • Why are these types of securities even  legal?
  • What societal or economic good do they promote?
  • How did Goldman and other firms prosper through the short-selling of their competitors’ securities (e.g. AIG, Bear Stearns, Lehman)
  • Even if a security is marginally legal, is it ethical to sell it to customers without detailed and comprehensive disclosures?
  • Since Goldman does not write mortgages, commercial loans or engage in other aspects of retail banking, why should it have a national bank charter?
  • Since it is really a disguised hedge fund, why should it be able to borrow at the Federal Reserve’s discount window at zero percent interest?
  • What is Goldman’s current level of leverage compared to leverage employed just prior to the financial crisis?
  • How could overuse of leverage cause a second more serious financial crisis?
  • Does Goldman (or any other firm) expect to be bailed out again if the crisis reappears?
  • What has Goldman done or approved to assure the public of no more tainted securities and no second bailout?   Personnel changes, managements controls, ethical standards, external oversight?

The press has given much coverage to these hearings.  It is now time for some thoughtful reflection on  Wall Street’s behavior: Is there excessive leverage? Favoring of certain financial institutions? Are we investing or gambling?  Have we learned any lessons? Where are the regulators?

For a public with a short attention span and a Senate looking for quick financial reform, it is handy to target Goldman.   Unfortunately, flogging their executives is merely peeling back one layer of the very large, smelly onion that Wall Street has become.

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20
Apr 10

The People v. Wall Street

Writing this blog is an educational exercise. At its beginning, I had less focused ideas about the excesses of Wall Street, a timid government and an abused middle class. Now, as I investigate and analyze people, institutions and events shaping our situation, I am synthesizing a philosophy of what is really going on in 2010 America.

Once Upon a Time in America

We are all captive to and shaped by our experiences. Corporate America in the 1970’s, the time and place where my career began, was a different era. CEO compensation was modest. A junior attorney in a very large corporation and the general counsel (a “proxy 5 officer”) were paid in a 1:4 ratio. When I retired in 2009 the general counsel made more than 90 times the compensation of the most junior attorney. The first CEO for whom I worked agonized over layoffs, and a layoff itself was a rare event. Layoffs were temporary, with employee recall rights. Endless internal discussions preceded consolidation of facilities or plant closings.

Enter the Age of Financialization

Sometime in the 1980’s someone flipped a switch and we entered the age of financialization. Perhaps this mythical paradigm shape shifter realized that Fortune 50 corporations could not exceed the 3-4% annual US GDP growth rate without engaging in financial game playing.

Employees became a fungible expense. The focus was not on increasing sales or growing the business, but rather on cost control. The reigning logic was that eliminating an expense saved 100 cents on the dollar, but revenue return yielded at most 10 cents on the dollar. Thus growing the business was sacrificed on the altar of cost savings. Add in the threat of corporate raiders, takeover artists, merger partners and others, and ruthless financial efficiency trumped growing the business. Loyalty to customers, employees and communities became secondary bogus public relations. Mass layoffs, subcontracting to domestic vendors and outsourcing to foreign countries, plant closings, divestitures, and joint ventures became talismans to support shareholder value. Cutting expenses was easy, therefore good; growing the business was hard, therefore bad.

It was not a great leap to start thinking of businesses as cash cows to financially manipulate and enhance results. Newly minted MBAs were only too happy to implement leveraged employee stock ownership plans, hybrid debt/equity securities, share buybacks, pension plan freezes and terminations, company owned life insurance schemes and debt/equity swaps – all in the name of heightening shareholder value. Such “sophisticated” corporate stewardship also required enhancing executive compensation with stock options, mega grants, long and short term bonus awards to align the executive with shareholder interests.

Too Much of a Good Thing Always Ends Badly

The experience of industrial corporations relying on financial maneuvering in the 1980s and 1990s was prologue to the financial excesses of the past decade. Financialization took hold of the entire economy. We rationalized that services, especially financial services, would make up for declining manufacturing.  The financial oligarchs moved to center stage. Until the current financial crisis neither the regulators nor the media were willing to monitor, analyze, criticize or curtail the shoddy practices and political dominance of Wall Street.

Perhaps the SEC suit against Goldman Sachs is a watershed event. Obama’s decision to bail out the banks in hopes of more lending has proved a false hope to small business and the middle class. These duped constituencies may not understand the fine points of collateralized debt obligations or mortgage-backed securities, but they do get it. The media regularly regales the electorate with outsized bonuses award to the barons of Wall Street while unemployment and under employment remain at near all time highs. Even more galling is that these same financial institutions were on bended knee in 2008, asking for TARP funds, loan guarantees and cheap money for their very survival.

The Jury is Out

We are at a defining moment. Are the banks going to control the government? Does the Obama Administration have the courage to break from the financialized economy? Will he fire Bernanke, Summers, Rubin and Geithner and regain control of the government? Is the SEC action against Goldman a one-time publicity stunt or a sea change in enforcement?

Right now the middle class is seething with limited job prospects, declining home values, a diminished retirement portfolio and increasing taxes. We feel cheated by Wall Street and the actions of our largest financial institutions.

Financialization taken to the extreme has led us to where we are. We need wise and firm political leadership to lead us out. Given the weak response of the last two administrations, I have my doubts.

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11
Apr 10

A Prince of a Fellow

Being Chief Executive Officer (“CEO”) of a Fortune 50 company is not an easy job.  CEOs get paid a lot of money.  How do they earn that money?  To assert that outsized CEO compensation bears any relationship to the position, the person must demonstrate extraordinary leadership skills, in depth business knowledge and foresight.  Thursday, Charles Prince, former CEO of Citigroup testified before the Financial Crisis Inquiry Commission.  He fell far short of these measures of excellence.

A Prince’s Testimony

Peggy Noonan, in the Weekend Wall Street Journal dismissed Mr. Prince’s testimony as bland. See After the Crash, A Crashing Bore.  I found the testimony fascinating for what he said and did NOT say:

-          The financial crisis occurred because interest rates remained too low for too long and “investors were reaching for yield.”

-          To satisfy demand for higher yielding instruments investors turned to securitized mortgage investments.

-          We were also satisfying the political agenda of encouraging home ownership.

-          We relied on statistical models and rating agencies.

-          Too many subprime mortgages were written and securitized

-          We had to announce an estimated $8-$11 billion write off

-          I resigned

-          The biggest problems were in the “super senior” mortgage tranches which my senior traders held in Citigroup’s portfolio. These caused some of the largest losses.

-          I was not aware of decisions made at our trading desk. I cannot fault our traders.

-          When I became CEO, I named a sophisticated chief risk officer who also missed the problem with the senior tranches.

-          We became aware of these problems in the fall of 2007 and held many high level management and special Board meetings. We were not able to avert this problem.

-          I am sorry for the damage Citigroup caused to homeowners, investors and others.

-          Citigroup is not “Too Big to Manage.” See Prince Testimony.

According to Mr. Prince, Citigroup “still had to keep dancing” as the subprime crisis worsened or it would lose business and employees to competitors.

The Banality of a Prince

Hannah Arendt, author of books on the Holocaust, coined the phrase the “banality of evil.” The phrase referred to great evil perpetrated by ordinary people who accepted  rules of the system, no matter how wrong or ill advised  Whether Mr. Prince is evil is for moral philosophers and historians to decide, but he is surely banal.  He looked like he was scripted for the hearings to be as bland and apologetic as possible.  What was missing from this performance was any personal responsibility.

Four themes pervaded Prince’s testimony:

  1. I had very smart traders and a sophisticated risk officer surrounding me, so how could you expect me to anticipate the problem when those on the front line were unaware of the problem?
  2. We were passive and ineffectual observers of external events such as low interest rates, greedy investors, federal housing policy, ineffective rating agencies and others.
  3. These actors conspired (woe is me!) to cause this problem and
  4. Everybody was in the same securitization business so it would have been unfair to our shareholders and our employees to exit the business; hence we had “to keep dancing.”

The Role of the CEO

In exchange for hefty pay a CEO needs to “see around corners.”  By his own admission, Mr. Prince saw nothing.  While the extremely well paid Mr. Prince received a $40 million severance package, he obviously did not fulfill his part of the contract.

In conjunction with attorneys, speech writers and public relations specialists we can now identify the “confluence” of factors that caused the crisis.  Where was Mr. Prince’s foresight to analyze these factors in advance and avoid the pitfalls?

Mr. Prince argues that the bank is not too big to manage. I would differ.  Mr. Prince either lacked the time, interest or acuity to grill his chief risk officer and senior traders on what could go wrong in subprime securitizations.  I was a senior executive of a corporation and an attorney by training. The first question I would always ask was: what could go wrong? What events and circumstances could close down the business?

Was Mr. Prince asking these questions?

Everyone Was Doing It

Finally, Mr. Prince brings us the classic defense used by generations of teenagers: “Mom, everyone is doing it, so why can’t I?”  His unarticulated motivation is apparent anyway: “if I had the moral and intellectual courage to exit the subprime business, my competitors would remain in, might make a lot of money and I would lose face before my senior management, Board and shareholders.  I might even lose my job!”

In the end Mr. Prince lacked the intellectual honesty, moral courage and leadership skills to be a CEO.  A Prince turned his shareholders and the American taxpayer into paupers.

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10
Mar 10

Are We a Socialist Country?

Europeans and Russians are socialists.  Americans are staunch capitalists.  Maybe all it took was a financial crisis to reveal the slide toward socialism in America.  During the Cold War, faced with a military threat from the Soviet Union, Americans would rather have died than become socialists:  better dead than red.  Unwittingly, we now invite socialism into our lives.  Ironically Wall Street firms and large industrial corporations, the purported bastions of capitalism, have paved the way to socialism.  A left-leaning Administration has been only too happy to oblige.

The Slippery Slope

The road to hell is paved with good intentions.  I do not think any of the pillars of our economy intended that the country become socialistic.   Each entity was merely maximizing its own position, seeking to enhance shareholder value.   When financial crisis hit, our formerly capitalistic businesses could not rush to Washington fast enough to seek support, bailouts and guarantees from the government.   The government was only too happy to oblige with the passage of TARP and then an alphabet soup of government support and guarantee programs.  In one short crisis period from summer 2008 to spring 2009, the government ignored 200 years of American economic and constitutional history to save a group of greedy and profligate bankers and industrial corporations.   The end result: we privatized profit and socialized losses.

A Factual Progression

Here are the events that have taken us on the path to socialism:

  • The Federal Reserve’s active role in the forced sale of Bear Stearns to JP Morgan
  • The Government seizure of Fannie Mae and Freddie Mac
  • TARP:  Government purchase of troubled assets from private financial institutions
  • Goldman Sachs and Morgan Stanley become banks by expedited process  to obtain government guarantees
  • Government seizure of AIG and complete payback to private institutions for credit derivative losses
  • Federal Reserve intervention in broker mergers, with guarantees against losses (Washington Mutual with JP Morgan, Wachovia with Wells Fargo)
  • Federal Reserve intervention with $1.3 trillion in loans to companies outside the financial sector (GE).
  • Government removal of management at GM and Chrysler
  • Restrictions on executive pay for banks receiving bailout funds
  • Government restrictions on foreclosures unless there has been a Home Affordable Modification Program review.
  • Administration desperation to pass comprehensive health insurance program.   See Timeline:Global  Economy in Crisis

How Did We Get Here?

We invited the devil in the door.  Banks claimed that they could not withstand loan and derivative losses.  Unemployed Americans wanted extensions in unemployment benefits and stimulus programs.  Nobody wanted to see the stock market crash and their portfolios and retirement plans decimated.  Big business wanted the profit opportunity in universal health care coverage.  Insurance companies did not want to hurt their policy holders.  Auto workers wanted to maintain their rich union contracts.  The litany goes on.

Once we were a brave, independent and self-reliant nation.  Now when adversity strikes our first inclination is to blame others and call Washington for a bailout or a handout.  I do believe in the concept of welfare.  Welfare was meant for the truly dire circumstance, the impoverished citizen. Welfare was not meant for auto workers to maintain above market wages and job guarantees, banks to get paid in full for risky derivative bets, GE or GM, homeowners who falsified their income disclosures to remain in McMansions or every insurance policy to be paid in full.

Capitalism is about freedom, risk and failure.  Without failure there can be no progress.  The slide toward socialism is an escape from freedom and ultimately an end to progress.

My European immigrant grandfather lived through the Depression, World War Two, and into the 1980’s.  He once told me he was most proud that he never went on relief (welfare).  We should return to the ways of our forbearers, regain our mettle and become too proud to ask for a handout or bailout.   Our freedom and that of our children depend on it.

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2
Mar 10

Goldman and the Winner Take All Society

Finally, Goldman Sachs has gone too far.  In A Reputation as Good as Goldman?  Part I, we discussed Goldman’s selling of mortgage backed securities, and its role in the current Greek budget crisis.  These activities clearly contributed to its self-inflicted reputational damage.

Perhaps the hubris went further.   Does Goldman believe that its status as a favored Federal Reserve “too big to fail” firm will insulate it from government investigation? Last week Ben Bernanke put a dent in Goldman’s Teflon shield:

Ben S. Bernanke, the Federal Reserve chairman, told Congress Thursday that the Fed was ‘looking into a number of questions relating to Goldman Sachs and other companies and their derivatives arrangements with Greece.’

Mr. Bernanke said the Securities and Exchange Commission was also concerned about how derivatives — financial instruments that are largely unregulated and do not trade on public exchanges — have contributed to Greece’s problems. ‘Obviously, using these instruments in a way that intentionally destabilizes a company or a country is counterproductive,’ he said. See In Greece’s Crisis, Fed Studies Wall St.’s Activities.

In Is Goldman Finally About to Be Leashed and Collared? Yves Smith observes and analyzes Goldman’s corporate culture.  As a former employee, she reports on colleagues’ piggish and overly aggressive behavior. But in an otherwise excellent post, I believe she overlooks the role of current compensation systems.

Pay Practices and Reputation

In previously discussing the banking crisis, we pointed out a fundamental principal: you get what you incent.

Banks were interested in generating upfront fees. Incentives were predicated on “making the deal.”  The best way to make a deal was to ignore the creditworthiness of the borrower.  The banker who made the bad loan suffered no personal financial penalty.  There was no “skin in the game.” Why not write as many loans to poor credits as possible? See Hard Truths from the Banking Crisis.

The Goldman culture incents a “winner take all” mentality.  Since it is a public corporation rather than a partnership everyone is an employee.    A highly mobile employee rather than an owner is far less concerned about the firm’s long term reputation.  That employee wants to maximize current compensation; worrying about future consequences is for suckers.  Drawing on this paradigm, we are not shocked by headlines excoriating the firm for trading against its clients’ interests, shorting the municipal bonds it helped underwrite, skirting EU rules, or tanking the housing market.

Goldman operates in a larger Wall Street and indeed general culture that encourages greed at the expense of overall civic good:

  • Successful hedge funds report individual earnings in the hundreds of million dollars per employee.
  • Loyalty is dead.  Employees change firms. Highly paid athletes change teams without a second thought.
  • The media treats great wealth as reason for great celebrity.
  • Compensation validates individual worth.
  • Government backstops losses and allows gains to remain private.
  • The zeitgeist promotes: “I better grab as much as I can now before the economy implodes.”

Does It Have To Be This Way?

Any alert Board of Directors should be asking some difficult questions.  Why aren’t we concerned about the long-term firm reputation?  What do we want the corporate culture to be? Just because we can legally do a transaction should we be doing it?  How do we blend partnership-based personal accountability with a public corporation structure?   How do we get employees to care about the long-term view?  How do we meet the competitive threat of hedge funds and private equity without damaging corporate reputation? How does our compensation system comport with these concerns?

Yves Smith noted that it was as dangerous for anyone to get in the way of a Goldman employee and a profit making opportunity as it was to get between a predatory animal and its kill.  Goldman has managed to get itself between a very worried Obama Administration and a very angry public.  How ironic if the Goldman predatory lion becomes the Administration sacrificial lamb.

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24
Feb 10

The Mirage of a Financialized Economy

We have spent the last 30 years preoccupied by financial things.  Finance was once the handmaiden of productive enterprise.  That is, Wall Street served productive enterprise, raising and allocating capital for worthy endeavors.  Finance existed for helping railroads, utilities, builders and manufacturers to issue stocks and bonds.  Further, finance helped maintain orderly exchanges where stocks and bonds could be traded.

Building a successful business is difficult. Once an entrepreneur raises capital, he must deploy it properly.  He must hire employees, build factories, develop products, plan marketing strategies, manage production, packaging and shipping, and a myriad of other activities.

A recent concept, financialization is defined as:

a term sometimes used in discussions of financial capitalism which developed over several decades leading up to the 2007-2010 financial crisis, and in which financial leverage tended to override capital (equity) and financial markets tended to dominate over the traditional industrial economy.

[It] describes an economic system or process that attempts to reduce all value that is exchanged (whether tangible, intangible, future or present promises, etc.) either into a financial instrument or a derivative of a financial instrument.  Source Wikipedia.

Financializing the economy promised a short cut to making money.  We are now paying for that false promise.

Living through Financial Engineering

I started my corporate career in 1977.  I worked for a telecommunications and manufacturing conglomerate that served 27 million telephone customers, employed 250,000 people worldwide, manufactured products ranging from the humble incandescent light bulb to sophisticated microchips.  Leaders in the company were operating executives.  Executive compensation was moderate.

In the 1980’s and 1990’s the winds of financializing change swept through corporate America.  The underlying producing businesses were viewed as stodgy and unimaginative.  Paper mills, lighting plants, railroads and telecommunication companies were boring “cash cows.”   “White shoe” business schools preached financial innovation, or to give it a more professional sounding name, financial engineering. The CFO function dominated.  Executive compensation increased exponentially.

The number of engineering opportunities was boundless:

  • Terminate pension plans and pocket the surplus assets
  • Create leveraged employee stock ownership plans to make 401k contributions
  • Take out gigantic company owned life insurance plans on large swaths of the workforce
  • Issue huge amounts of debt and buy back the company’s equity
  • Create voluntary employee benefit trusts to pre-fund retiree health benefits for unionized employees.
  • Create leasing and realty divisions within the company for both internal and external needs
  • Take the firm private through a management organized leveraged buyout

These are but a few of the financial techniques employed to inflate company earnings or turn a quick profit. Most of these strategies involved taking on large amounts of debt and exploiting loop holes in the tax code. None of this enhanced the productive capabilities of the underlying business. The “cow” was slowly starving and the bricks and mortar of the enterprise were crumbling.

Enron and WorldCom

The beginning of the new millennium saw two major American corporations, Enron and WorldCom, disintegrate.  Accounting fraud was at the heart of these collapses.  Enron created off shore entities to hide losses and posted yet unrealized revenue as profit.  WorldCom underreported line costs by capitalizing items which should have been expenses.  They also inflated revenues through bogus accounting.  Not only did these entities hurt their shareholders, but also their competitors who had to compete again these fraudulent entities for scarce capital.

Sarbanes-Oxley was passed in 2004 to stop these accounting maneuvers and restore integrity.  The subsequent collapse of Bear Stearns and Lehman tells us that Sarbanes-Oxley failed, and that financial transparency still does not exist.

The Evils of Financialization

Financialization of the economy has become an evil unto itself.  Culprits in the 2008 financial crisis: sub-prime lending, mortgage-backed securities, collateralized debt obligations, off balance sheet structured investment vehicles, hedge funds, private equity,  excessive leverage are all the progeny of the 1980’s schemes and strategies to enhance corporate financial performance.

I have two observations.  First, many of these maneuvers are nothing more than alchemy applied to finance.  Old saws such as “there is no free lunch” and “you can’t get something for nothing” remain true.  Slapping a Nobel Prize or a prestigious business school imprimatur on a strategy does not change these universal truths.

Second, an early rule of investing I learned is: when one sector becomes more than 30% of the value of the S&P 500 index, sell that sector. This was true in the 1980’s when the oil sector passed that benchmark and in 2008 when the financial sector did the same. Too much of society’s resources and human capital are now tied up in one area of the economy. At least in the case of oil there was a real societal good.

The financial industry in 2008 and now has become a financial casino without the glitz or charm of the Mirage. In fact, it has become a mirage and that says a lot.

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19
Feb 10

A Reputation as Good as Goldman Part II

In A Reputation as Good as Goldman Part I, we examined Goldman’s role in exacerbating the housing market collapse, AIG’s demise, and the Greek government debt crisis.  These major stories were the subject of separate front page articles in the New York Times. Mentors had always warned me no to be too clever by half, a lesson Goldman perhaps missed.   Are the Goldman stories symptomatic of behavior for the last ten years on Wall Street?  Was this always the way Wall Street firms and Goldman behaved?

Sydney Weinberg

In 1930, Sydney Weinberg became the head of Goldman Sachs. He ran the firm for the next 39 years.  By 2010 standards, he was an unlikely person for the job. He had left school at 15 (1907) and started at the struggling brokerage firm as a janitor’s assistant.  He then served in the Navy during World War I, returned to the firm and ultimately became co-head of the securities trading group. He is credited with saving Goldman Sachs from bankruptcy during the Depression. See Annals of Business: The Uses of Adversity by Malcolm Gladwell

In 1956, Weinberg managed his greatest corporate coup. Goldman Sachs was selected to handle for the Ford Motor Company the enormously difficult, largest ever until that time, initial public offering.  The effort took two years. The most fascinating part of the transaction was Weinberg’s fee:

When Henry Ford had asked Weinberg at the outset what his fee would be, Weinberg had declined to get specific; he offered to work for a dollar a year until everything was over and then let the family decide what his efforts were really worth.  Far more than the actual fee, Weinberg always said he appreciated an affectionate, handwritten letter he received from Ford which says, along with other flattering things, “Without you, it could not have been accomplished.” Weinberg had the letter framed and hung in his office, where he would proudly direct visitors’ attention to it, saying: “That’s the big payoff as far as I am concerned…” The fee finally paid was estimated at the time to be as high as a million dollars. The actual fee was nowhere near that amount: For two years’ work and a dazzling success, the indispensable man was paid only $250,000. Deeply disappointed, Sidney Weinberg never mentioned the amount.  See The Partnership: The Making of Goldman Sachs by Charles D. Ellis.

Weinberg understood the value of a continuing relationship with Ford Motor Company and was soon appointed to their board.  Moreover, for nearly a half century, Goldman became the chief investment bank for Ford which vaulted the firm into the top tier of Wall Street firms.  To Sydney Weinberg reputation was everything.

Tradition and the Making of a Culture

John Weinberg followed his father Sidney as head of the firm.  The younger Weinberg preserved his father’s ethic and corporate culture.

Once upon a time, Goldman Sachs shunned publicity.  During the period from 1930 to 1969, Sydney Weinberg ran Goldman Sachs where he developed a staunch corporate cultural aversion to publicity.  During the 1970s, a tandem of John Weinberg and John Whitehead assumed the reigns of leadership at Goldman Sachs.  Whitehead left the company in 1984 to enter public life.  John Weinberg carried on in the same vein as his father Sydney – shunning publicity – to the point where he hired a man to keep his name and his firm’s out of the press.  He kept him off the full-time payroll (though he sat full-time at a desk in head office) so that if, improbably, a comment did slip out, it could be honestly dismissed as not coming from a Goldman Sachs employee.  John Weinberg served as sole senior partner and chairman until 1990.  His mantra was to put the client’s interests first and he wouldn’t allow Goldman to be involved in (sic) hostile takeovers. See All Roads Lead to Goldman Sachs.

As a young law student, Ben Stein interviewed with John Weinberg.  He was impressed with Weinberg as a “smart guy,” but also surmised that he inherited the position from his father, Sydney Weinberg:

But what I did not know about John Weinberg was that even though he was rich and well connected, as a young man he joined the Marines to fight the Japanese in the Pacific, then fought again in Korea. That was America’s ruling class then. The scions of the rich went off to fight. See Looking for the Will Beyond the Battlefield

Clearly, John Weinberg believed that honor and service to one’s country mattered.  But in the current Goldman and Wall Street culture, going off to serve one’s country is for the common folk: why do that and miss out on so many deals and great bonuses?

What Changed?

The end of the Weinbergs’ era can be traced to several factors.  First, Goldman Sachs, Morgan Stanley and other large investment firms were partnerships.  This means the partners were investing their personal fortunes.  Moreover, retained capital was extremely important to the future success of the business.  Thus, there was a limit on executive compensation based on capital and personal preservation.  Second, as firms went public, it was easier to convince a less involved board of directors (rather than partners) to pay large bonuses to executives. Third, those same executives became increasingly greedy, and probed and trampled ethical boundaries. Short-term thinking reigned on Wall Street.  Fourth, compliant government officials endorsed and enabled these behaviors instead of regulating them.

Finally, we need to look at the important intersection of law and ethics.  Just because something is legal does not mean one should do it.  A legal thing is not always an ethical thing.  Would the Weinbergs’ have permitted Goldman to take positions against their own clients?   Would they have forced AIG into insolvency? Would they have designed scams to fool the EU? I doubt it.

It will be a long time before Goldman restores its reputation.  And President Obama is not catalyzing any restoration of ethics or reputation by calling the current Goldman CEO a savvy businessman.   By its actions, I doubt if Goldman Sachs cares.

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19
Jan 10

Citigroup, Branch Rickey and the Theater of the Absurd

In 1951, Pittsburgh Pirate Ralph Kiner led the National League in home runs, but his team lost 112 games and finished last.  In response to Kiner’s request for more money, legendary general manager Branch Rickey said: “We finished last with you; we can finish last without you.

Where is Branch Rickey when you need him?

Citigroup 2009 Earnings

This morning Citigroup announced that it lost $7.6b in the fourth quarter of 2009 and $1.6b for the full year. The Wall Street Journal pointed out the positives: better than last year’s fourth quarter; narrowing losses in the consumer credit area; greater efficiencies and financial stabilization.

The main stream media seems determined to make poor performance sound better than it is. I guess we don’t want to ruin the self esteem of executives, who are trying really really hard.

What the media fails to point out is that Citigroup has been given every financial advantage.  The government has given it TARP funds, participates in its capital structure with a 34% ownership stake, and has permitted the bank to mint money with a zero interest rate policy.

Citigroup Bonuses

Citigroup announced a bonus pool of $24b and the media again has obfuscated the real story.   The headline in the Times Online (London) is: “Citigroup Cuts Compensation by 20% as Losses Fall.”  Dig into the story a little further and there is virtually no reduction in compensation.  Because of layoffs the compensation pool of eligible executives has been reduced by 18%.  Thus, the compensation pool is virtually flat year over year.  The company has lost $1.6b this year and $29.2b over two years.

The CNBC corporate apologists attempted to justify the bonuses: there was improvement, Citicorp needs to retain executives to remain competitive, and the bonus will be paid in stock.  One commentator did point out that the stock was immediately vested, and therefore indistinguishable from a cash bonus.

There was a Different Time

I have written about disconnecting effort and reward. See What Went Wrong? Disconnecting Effort and Reward. Citigroup results have made me think that we have also disconnected results and rewards.

In a different time, I worked for a company that one year paid no bonuses.  That year we had poor financial results, but did not lose money.  Based on the poor results, the Chairman and CEO engaged in no handwringing, no excuses, no attenuated intellectual justifications nor elaborate proofs. He merely reached the conclusion that poor performance equaled no bonus – amazing in its simplicity.  As a result, very few executives voluntarily left the company, the world did not end, we all worked harder, and did better the next year.

Maybe Mr. Pandit, Citigroup CEO, should channel his inner Branch Rickey and eliminate all bonuses for 2009.  His reply to whining executives who threaten to quit: “we lost $29.2b with you; we probably could have lost $29.2b without you.”

Branch Rickey applied one other perfect aphorism to a non- producing, disruptive ballplayer:

It was addition by subtraction.”

Too bad Mr. Rickey is not around to advise Citigroup.

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