HOW HIGH THE PAY?

The Home Depot is one of 11 major U.S. corporations that has been paying its chief executive officer astronomical salary and “incentive benefits” while its stock has gone down. The CEO got more than $50 million in total compensation in the past two years while total stockholder value dropped 19 percent in five years.

Merck & Co. gave its CEO more than $40 million while its stock dropped

by 49 percent.

These figures appear in an eye-opening report titled “Pay for Failure” by The Corporate Library, a Portland think tank specializing in corporation governance. It also lists AT&T, BellSouth, Hewlett-Packard, Lucent Technologies, Pfizer, Safeway, Time Warner, Verizon and Wal-Mart. In each case, the firm’s performance lagged behind its industry peers.

What this record demonstrates is a failure of corporate conduct in what is supposed to be a sort of democracy within the American democratic system: Publicly held corporations are supposedly operated for the benefit of the stockholders. On the contrary, many major corporations seem more interested in enriching top management.

The Corporate Library report concludes: “Far too much compensation is delivered without any link to performance at all, with executives showered with golden hellos, golden goodbyes, tax payments and bequests before, during and after their employment.”

It largely blames the fact that most of their shares are held not by individuals but by institutions such as retirement funds, endowments and mutual funds, which generally tolerate or ignore the abuses.

Another big winner among the country’s top-level CEOs is United Health Group’s William McGuire. The Wall Street Journal has reported that he has received exercisable stock options valued at more than $1.6 billion, many of them dated at low points in the share values and thus increasing his gains. All this while the nation’s health system staggers under mounting costs to patients and their employers.

The exorbitant CEO pay has not gone unnoticed. The Wall Street Journal, and particularly its Pulitzer Prize- winning Gretchen Morgenson, are on the case. She blames runaway executive pay partly on conflicts among compensation consultants. She also points to mutual fund managers, faceless individuals who could – but usually don’t – vote against lavish stock-option grants and “absurdly rich” retirement packages.

Ms. Morgenson echoes John C. Bogle, founder of the Vanguard Group. His letter to the Securities and Exchange Commission asked for public disclosure of the mutual fund managers’ background, pay and possible conflicts of interest.

The SEC, under its new chairman, Christopher Cox, is rewriting the rules on compensation disclosure by public corporations. It is a welcome project. It should let shareholders and the general public learn the facts about back-dated stock options, free homes or apartments, country club memberships, flower service, use of company cars and airplanes, lifetime health benefits and all the other perks that add up to total CEO compensation that has gotten badly out of hand.

Such disclosure should add to the pressure on corporate boards to end the lavish deals and to tie CEO pay to a company’s performance.