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Silverman s 258 million stock options, originally priced between $17 and $31 a share, were repriced to $981 well under the then-current Cendant stock price of $15 per share Silverman earned $639 million in 1998 and had about $400 million in the pipeline It did not matter to him that the stock price declined And, of course, he would have earned a large sum if the stock price had gone up Wow! Heads I win, tails you lose Not only did shareholders suffer because of the price decline; they suffered even more when the company s executives were handsomely paid
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At Berkshire annual meetings, Warren Buffett sometimes mentions that he would forgo a pro table opportunity if pursuing it meant forging a partnership with someone whom he did not trust In other words, if you are suspicious of the CEO, you should not invest in that company s stock When investing for the long run, the quality of management including integrity is more important than current pro tability, because profitability can t be sustained if management quality is poor Here are a few signs of a good CEO, based on Buffett s thoughts First and foremost, track record matters a lot To the best of my knowledge, all Berkshire subsidiary CEOs have a proven track record in their respective companies or in the same industry Buffett is unlikely to hire a person from one industry to run a company in another industry This coincides with his principle of staying in your circle of competence Maybe this was one reason why Robert Nardelli was not successful at Home Depot In 2000, he became CEO of Home Depot after successfully running General Electric s mines and locomotive businesses, but Nardelli lacked retail experience In 2007, he was asked to resign from Home Depot only to be appointed as the Chrysler CEO several months later! In 2009, when Chrysler led for bankruptcy, he agreed to resign from his position by the end of the bankruptcy case Second, CEO compensation should be examined for abuse Nothing is wrong with paying CEOs well, but to pay them exorbitantly may indicate a lax corporate governance culture At Home Depot, Nardelli s problems probably started with the fact that he was from a different
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industry but that he had also negotiated a generous compensation contract He had access to several corporate jets and other expensive bene ts, for which he was criticized Nardelli s compensation was so well designed that when he left Home Depot, he received a $210 million severance package, despite presiding over a 40 percent decline in the company s stock price Highly paid CEOs also create a money-minded culture in the organization Such CEOs do not command respect from employees, and when companies fall on hard times, they cannot possibly lead effectively Such organizations are not likely to do well for shareholders in the long run Third, a CEO should have a conceptual framework that he or she can articulate well You should listen carefully to a CEO s answers at public meetings or conference calls (all analyst conference calls are now open to the public) For example, if a CEO expands the company into a new business in which he or she lacks expertise, how does he or she explain this decision You should examine the explanation carefully Buffett also pays attention when CEOs forecast earnings: We are suspicious of those CEOs who regularly claim they do know the future and we become downright incredulous if they consistently reach their declared targets Managers that always promise to make the numbers will at some point be tempted to make up the numbers 12 It may not be possible to avoid all companies that make forecasts, because most do But avoid investing in companies for which CEOs claim to regularly accomplish seemingly impossible targets Fourth, you should read the company chairman s annual letters (frequently co-signed by the CEO) to the shareholders from several years If letters generally offer excuses for weak results, you should certainly be suspicious of the quality of the management In many of these letters, success is often attributed to management efforts, but failures are attributed to exogenous reasons, such as the weather or China s product dumping Do you want to partner with company managers who have a habit of making excuses and avoiding responsibility Fifth, you should attend annual shareholder meetings It gives you a unique opportunity to evaluate the company s managers by examining their responses to shareholder questions13 You may not learn more about company nancials as they are already re ected in company nancials However, your objective should be to learn more about management
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