You Can’t Always Get What You Want. (But if you try sometime, you just might find… a pay package the size of a GDP).

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May 05, 2025

Written by Frank Glassner:
CEO, Veritas Executive Compensation Consultants

Let’s face it: we live in an era where the average S&P 500 CEO now makes 417 times what the average worker earns. That’s not a typo. That’s not inflation. That’s capitalism with a Red Bull and an offshore account. According to the Economic Policy Institute’s 2024 data, CEO compensation surged another 9.2% last year. Meanwhile, real median worker pay grew a charming 1.4%, which barely covers the price increase in a Chipotle burrito bowl.

But don’t worry—if you’re lucky, your CEO will mention you in the next all-hands Zoom while vacationing in the Maldives.

We’re not here to stoke envy. We’re here to ask the tough questions boards should be asking but often don’t—because it’s easier to greenlight another performance-based equity award than to admit you may have overpaid for an underperformer who has the charisma of a damp paper towel.

Problem #1: The Benchmarking Arms Race

Imagine if every Little League team handed out MVP trophies to the top 75% of players — it wouldn’t take long before everyone had a shelf full of medals and no one could throw a curveball.

That’s the state of executive compensation today. Boards tell themselves their CEO is "better than average," and compensation consultants — many of whom make their bread and butter off of repeat advisory gigs — nod approvingly, recommending that said CEO be placed in the top quartile of peer comp.

But wait: If everyone’s above average, no one is. Statisticians call it Lake Wobegon syndrome. Economists call it distortion. Consultants call it Tuesday.

The core problem isn’t just the upward creep of pay — it’s the detachment from business outcomes. The benchmarking exercise is often based on flawed or cherry-picked peer groups. A regional widget company in Omaha might be benchmarked against a tech unicorn in Palo Alto. The justification? Both have “innovative cultures.”

This isn’t compensation strategy — it’s astrological alignment with a dash of ego inflation.

Boards must stop mistaking benchmarking for strategy. Instead of comparing pay levels, compare pay effectiveness. Does this comp package actually drive better results, better retention, or better stakeholder trust? Or is it just a way to make sure no one at the golf club earns more than your CEO?

As John Glenn once said, “As I hurtled through space, one thought kept crossing my mind—every part of this rocket was supplied by the lowest bidder.” In the boardroom, the inverse is true: we seem to believe that only the most expensive CEOs can truly lead. It’s time we return to Earth.

The latest Equilar study shows median S&P 500 CEO pay hit $18.3 million in 2024. That’s up from $16.7 million in 2023. Has performance improved that much? Let’s just say, if CEO pay were linked to climate change, we’d all be living underwater.

The benchmarking game isn’t just a feedback loop—it’s an arms race fueled by insecurity, ego, and the ever-present fear that your CEO might jump ship to helm the next shiny SPAC with a pulse. It also doesn’t help that many compensation consultants (present company blissfully excluded) are incentivized to recommend rich pay packages because it keeps their retainer—and their client's ego—well-fed.

Boards need to break the cycle. Ask: What truly defines peer performance? And more importantly, do we really need to copy our peers, or should we be leading them?

Problem #2: Pay Plans Designed for Fruit Flies

The average CEO tenure in the Russell 3000 is now 5.8 years, which isn’t long enough to make it through a high school reunion cycle, let alone transform a multibillion-dollar enterprise.

Yet incentive plans are increasingly assembled faster than a microwave burrito—ready in three minutes or less. Over 70% of so-called "long-term" incentives vest in three years or under. That's not long-term by any stretch—unless you’re a butterfly, or a smartphone app destined for obsolescence.

This warped time horizon does more than fuel short-termism — it creates a culture of decision-making by spreadsheet, not stewardship. Jack Welch, who once ran GE with a stopwatch and a flamethrower, famously warned against the tyranny of quarterly earnings reports. He later declared the obsession with short-term shareholder value the "dumbest idea in the world."

Still, here we are. The modern CEO is often evaluated on EBITDA targets they didn't set, in industries they barely understand, over horizons that don’t match the lifecycles of major strategic initiatives. It’s like judging a Broadway musical on its ticket sales during dress rehearsal.

We see comp structures where accelerated vesting occurs upon a change in control — a glorified way of saying, "If you leave the company in flames but sell it fast, you still get paid." What if, instead, we tied performance to post-departure business health? What if golden parachutes only deployed if the culture and share price were both intact one year later?

Milton Friedman argued that the purpose of business is to maximize shareholder value. But he never said you should torch the business to get there faster.

If we want CEOs to act like owners, we must stop incentivizing them like tourists. Time to align incentive horizons with actual corporate lifecycles — not quarterly conference call scripts.

This incentivizes what Jack Welch called “managing the quarterly number”—which, when done poorly, means slashing R&D, delaying capex, and laying off employees on Christmas Eve. It’s a tragicomedy of short-termism that leaves lasting damage to companies, cultures, and careers.

Problem #3: When Comp Plans Require a Ph.D. and a Rosetta Stone

Once upon a time, you could actually read an executive pay disclosure and understand it.

Once upon a time, you could read an executive pay disclosure and actually understand it. Fast-forward to today, and deciphering a proxy statement feels more like reading Green Eggs and Ham translated from cuneiform. What began as a well-meaning push for transparency has metastasized yet again into a labyrinth of acronyms, modifiers, and performance triggers that would make a hedge fund manager cry uncle.

Let’s break it down. You’ve got PSUs (performance share units), RSUs (restricted stock units), MSUs (market share units), and LTIPs (long-term incentive plans) layered with vesting schedules, relative total shareholder return (rTSR) metrics, ESG modifiers, clawbacks, double triggers, single triggers, and if you're lucky, an executive compensation glossary written by an actuarial poet laureate

The resulting document? A multi-page epic rivaling War and Peace — except no one knows who wins, who dies, or what the moral of the story is.

Investors? Confused. Employees? Suspicious. Journalists? Outraged. Even some board members have been known to glaze over in meetings, nodding while secretly Googling what “TSR modifier with a CAGR overlay” actually means.

Here’s the bitter irony: complexity was meant to protect stakeholders. But today, it shields executives from accountability. As the formulas grow more Byzantine, boards are lulled into a false sense of rigor — assuming that a complex plan must be a good plan. But as Einstein (almost certainly) never said: “Any fool can make something complicated; it takes genius to make it simple.”

Imagine if Apple designed its iPhone interface like most companies design their pay plans. You’d need a 300-page user manual, a tech support team, and a Sherpa.

Transparency doesn’t mean length. It means clarity. Simplicity isn’t amateurish — it’s accountable. It’s time we apply the design principles of Steve Jobs to the comp plan, not just the product line.

Meta’s 2025 proxy required 39 pages to explain Mark Zuckerberg’s compensation. (Spoiler: he flies private and gets reimbursed for security guards with better dental plans than most employees.) Tesla’s 2018 pay package for Elon Musk—still being litigated in Delaware—makes the Voynich Manuscript look like Goodnight Moon.

Modern compensation plans have become a hybrid of financial engineering and interpretive dance. Equity awards with performance modifiers, backward-looking rTSR, PSUs, RSUs, MSUs—it’s like someone took the periodic table and tried to make it eligible for vesting.

The result? A system that’s too opaque for employees to trust, too convoluted for investors to interpret, and too clever for boards to govern.

Milton Friedman once said that markets function best when they are free and transparent. Somewhere, he’s looking at a proxy statement and sobbing into his invisible hand.

Problem #4: Paying the Wrong Messiah

Boards have become so obsessed with aligning pay and performance, they forget to ask the most obvious, most human, most consequential question: is this even the right person to lead us?

You can align incentives until your spreadsheets collapse from exhaustion, but no variable compensation formula will ever turn an egotist into a visionary. The most elegantly calibrated LTI plan in the world won’t save you from a narcissist with a TED Talk reel, a LinkedIn army, and no moral compass.

Too often, boards mistake theater for leadership. A charismatic stage presence, a few well-placed buzzwords — “AI,” “ecosystem,” “transformation” — and boom, the room swoons. Suddenly, we’re handing the reins of a $40 billion enterprise to a glorified brand ambassador who couldn’t lead a lemonade stand through a heatwave.

And when it all goes sideways? When the stock plummets, the culture erodes, and whistleblowers start warming up? That’s when the “leadership premium” becomes a severance liability. One recent Fortune 500 exit package clocked in at $87 million — for a CEO who spent 22 months gutting morale, ignoring risk, and delivering a shareholder return that could only be described as subterranean.

The age of the messiah-CEO is overdue for retirement. If your organization’s entire future rides on one executive’s charisma, you haven’t built a company — you’ve built a cult. And when the robes get dry-cleaned, guess who foots the bill? Shareholders, employees, and every board member who voted “yes” without asking “why.”

The best CEOs? They don’t need to be overpaid. They’re intrinsically motivated. They show up to create value, build legacies, and elevate everyone around them. They have emotional intelligence, not just an equity grant. Compensation aligns the mission — it doesn’t substitute for one.

Jack Welch didn’t build GE’s greatness because he chased vesting schedules. He chased impact. And he expected his board to do the same.

In the words of Nelson Mandela: “A good head and a good heart are always a formidable combination.” Maybe it’s time boards prioritize both over a PowerPoint deck and a private jet.

Problem #5: A Brief History of CEO Worship

Before CEOs became the rock stars of capitalism, they were—let’s be honest—boring.

They wore gray suits, wielded HP calculators, and played golf not to make deals, but because they genuinely liked golf. They weren’t moguls. They weren’t influencers. They were middle-aged men with pensions.

Then came the 1980s…..

Reaganomics. Junk bonds. Gordon Gekko. And perhaps the most underappreciated driver of compensation inflation: celebrity. A new image emerged—the high-octane, cigar-chomping, Learjet-flying business overlord who could "turn around" anything with enough leverage and swagger. Harvard Business Review started profiling CEOs like Rolling Stone profiled Springsteen. In Search of Excellence replaced The Joy of Cooking on executive nightstands.

We moved from the age of operators to the age of idols. Charisma was suddenly mistaken for capability. Strategic vision became a euphemism for massive layoffs. Compensation followed the aura. If this person was the visionary, how could they not be worth $50 million a year?

Hollywood added jet fuel. From Michael Douglas in Wall Street to Leonardo DiCaprio in The Wolf of Wall Street, we glamorized excess. We taught business students that to lead a company was to dominate a room, outmaneuver enemies, and own an art collection. Never mind that Gekko went to prison and Belfort ended up giving TED Talks about remorse.

This mythology warped boardroom behavior. Directors began to view themselves not as stewards, but as kingmakers. It’s not enough to pick a CEO—they must discover the CEO. And so begins the bidding war.

We don’t need to eliminate CEO compensation. But we desperately need to de-romanticize it. The most successful leaders—Bezos in the warehouse, Tim Cook at the product table, Satya Nadella rebuilding culture—didn’t start by asking, "What’s in it for me?" They started by asking, "What’s possible for us?"

In the words of Chuck D: "Don’t believe the hype “ (yes sports fans, Public Enemy can be heard playing in my office during our ISS and CalPERS prep meetings). Especially when it’s coming from a comp committee memo wrapped in a 37-page performance modifier.

Before CEOs became the rock stars of capitalism, they were, well... managers. You know, the guys in gray suits with pocket calculators, not private islands. But then came the 1980s: the age of Reaganomics, leveraged buyouts, and a little book called In Search of Excellence that anointed CEOs as business demigods.

It wasn’t just Wall Street that turned up the amp — it was Hollywood too. Gordon Gekko became a folk hero with three words: “Greed is good.” (Never mind that the rest of the movie was a cautionary tale.) We entered the era of the swashbuckling executive: part visionary, part warrior, part magician.

CEOs were suddenly expected to be the Dalai Lama in the boardroom, Patton in the quarterly meeting, and Oprah in the press conference. A bit much? Sure. But boards drank the Kool-Aid, and executive compensation followed the mythology.

Peter Drucker, the father of modern management, once said: “Rank does not confer privilege or give power. It imposes responsibility.”

These days, it often seems like rank confers the right to upgrade your Gulfstream to a Boeing BBJ.

Problem #6: Let Them Eat Stock Options

Ask a frontline worker about CEO pay and you’ll often hear something between a resigned sigh and a bark of laughter. Because while CEOs debate whether their LTIP should include free cash flow or adjusted ROIC, the average worker is wondering if they can afford eggs and rent this month.

And yet, in boardrooms across the country, equity plans are waved like golden tickets to Wonka’s factory. “We’re all owners here,” the CEO might proclaim at the town hall — just before boarding their Dassault Falcon to Davos. But ownership means very different things at different altitudes.

A line manager might receive a handful of RSUs with a five-year vesting cliff. A senior exec might get performance shares with three different hurdles, two market-adjusted targets, and a blackout period longer than a lunar eclipse. The CEO? He’s awarded 400,000 options with a strike price 30% below market, full acceleration on change in control, and tax gross-ups if the IRS dares to intervene.

This isn’t alignment — it’s performance theater. And the audience isn’t laughing.

Boards justify these practices by citing “shareholder value.” But what value are we really creating when the CEO’s payout is divorced from workforce morale, product innovation, or customer retention? It’s like rewarding a chef for calorie counts while the kitchen’s on fire.

In a recent Glassdoor report, only 22% of workers said they had any idea how their company’s executive compensation actually worked. And of those who did, nearly 70% believed it was “unfair” or “excessive.” That’s not a perception problem — that’s a legitimacy crisis.

As Gandhi said, “The true measure of any society can be found in how it treats its most vulnerable members.” And when the CEO’s golden handcuffs come with concierge service and exit ramps paved in platinum, while your call center employees are holding bake sales for healthcare, something’s out of sync.

Ownership isn’t just about stock — it’s about stake. If boards want to build resilient companies, they must create compensation philosophies that don’t just reward leadership, but reinforce shared purpose.

Or, to paraphrase the Beatles: all we need is equity. Just make sure it doesn’t come with a nondisclosure agreement and a helicopter pad.

Ask a frontline worker about CEO compensation and you’ll often hear something between a resigned sigh and a bark of laughter. Because while CEOs debate whether their LTIP should include free cash flow or adjusted ROIC, the average worker is wondering if they can afford eggs and rent this month.

And yet, many companies still tout their equity plans as "inclusive" because they offer stock options to managers and employees—at prices that require five-year holding periods, corporate miracles, and a suspension of disbelief.

Problem #7: Shareholders Who Finally Woke Up (Kinda)

There was a time when shareholder engagement looked a lot like airline safety videos: technically required, routinely ignored, and mostly background noise before takeoff. Proxy statements showed up, votes were cast by default, and executive comp proposals sailed through faster than a corporate jet over flyover country.

But somewhere between the rise of ESG investing, the gamification of retail trading, and that weird day when Reddit nearly blew up Wall Street, things started to shift.

A 2024 PwC study found that 38% of institutional investors voted against at least one executive compensation proposal last year. BlackRock has started publishing detailed rationale for their votes. ISS and Glass Lewis are no longer pushovers. Even CalPERS occasionally channels the ghost of Ralph Nader and gives a firm “no” to bloated packages dressed up as performance incentives.

Yet despite these signs of awakening, consequences remain elusive. The typical response to a failed say-on-pay vote? A letter from the board that reads like a break-up note from a college freshman: “We hear you. We respect you. We’re going to change — eventually. Maybe.”

CEOs, meanwhile, carry on as if nothing happened. They smile for earnings calls, cash RSUs like poker chips, and thank the board for their “continued confidence.” One Fortune 100 CEO saw a 44% no vote on pay… and still received a retention bonus larger than the GDP of Micronesia.

It begs the question: is this accountability or just corporate cosplay?

Warren Buffett famously quipped, “You only find out who’s swimming naked when the tide goes out.”

Well, it’s low tide. And some comp plans are so indecent, they need a towel and a PR team.

If shareholder oversight is the immune system, then it’s time for a booster shot — not just for institutional investors, but for retail holders, proxy advisors, and yes, the boards themselves. Because if say-on-pay is merely a formality, we’re not governing — we’re rubber-stamping.

And in the immortal words of Mae West, “Too much of a good thing can be wonderful… unless it’s a CEO bonus package, in which case it’s just awkward.”

Problem #8: Gen Z and the Return of the Corporate Conscience

If Millennials disrupted consumption, Gen Z is disrupting compensation — and not with memos, but with memes, mass resignations, and moral clarity that terrifies the C-suite.

Raised on climate doom, financial precarity, and the soothing glow of 2 a.m. Reddit forums, Gen Z doesn’t want a seat at the corporate table — they want to know why the table costs $50,000 and was approved by someone with a yacht clause in their contract.

Gone are the days when a foosball table and an Instagrammable kombucha station could seduce new hires. This generation is asking, Who gets rich here? Who gets left behind? And why is my CEO being paid 2,300x what I make when I’m the one answering angry customer emails at 9:00 p.m.?

In a 2025 Deloitte global survey, 72% of Gen Z respondents said they would refuse to work for a company whose executive pay practices they found unethical. This isn’t a theoretical stance — they’re walking out, calling it out, and livestreaming their exits.

A viral TikTok from a Gen Z engineer at a major fintech firm featured side-by-side footage of the CEO’s $100 million bonus and the employee's $18 avocado toast receipt, set to Billie Eilish’s "Bad Guy." It racked up 7.3 million views and sparked a Slack walkout.

Bono once said: “The world needs more than cleverness — it needs kindness.” Gen Z heard him, and then added: ...and transparency, accountability, and a DEI budget not controlled by a 63-year-old guy named Steve.

Boards that ignore this generation do so at their peril. This isn’t just about wages or benefits — it’s about trust, values, and visibility. Pay structures are no longer back-office legalese. They are branding tools, culture statements, and public artifacts.

The modern Gen Z professional can spot a performative ESG initiative faster than you can say “sustainability-linked incentive modifier.” They don’t care what your proxy says — they care what your Glassdoor reviews scream.

Want to attract Gen Z? Stop offering them fractional shares and free pizza. Start by showing them that executive comp reflects purpose, not plunder.

Because if you’re not offering meaning, they’ll swipe left — or worse, start a thread about your company called “Late-Stage Capitalism Bingo.” And trust me, you don’t want to be a square on that board.

If Millennials disrupted consumption, Gen Z is disrupting compensation. Raised on climate anxiety, TikTok transparency, and student debt that could fund a stealth bomber, this generation isn’t buying the old myths. They’re not seduced by title, corner offices, or stock grants with a six-year cliff. They want meaning, not just money.

In a 2025 Deloitte global survey, 72% of Gen Z respondents said they would refuse to work for a company whose executive pay practices they found unethical or out of sync with employee treatment. This isn’t idealism — it’s the new capitalism.

Problem #9: Case Studies from the Compensation Hall of Shame

Let’s dim the lights, cue the Tarantino soundtrack, and take a walk through the executive compensation crime scene. You want carnage? Betrayal? Payouts bigger than war chests? This isn’t a case study list — it’s a corporate Kill Bill marathon with spreadsheets.

1. WeWork – The Cult of Adam:
Adam Neumann didn’t just sell shared office space — he sold enlightenment. Vision! Disruption! Also, tequila bars on every floor. After ballooning WeWork into a unicorn-shaped Ponzi scheme with a yoga mat, he got ousted and walked off with $1.7 billion. Said Adam, probably: “I'm not a businessman, I’m a brand.” Cue a slow zoom-out while employees pack their things.

2. Boeing – Tragedy at 30,000 Feet:
Two crashes. 346 souls lost. Congressional fury. And Dennis Muilenburg? Rode off into the sky with $62 million. As Jules Winnfield might put it: “That’s all you got? I’m not impressed.” Except the board was. A real life Pulp Fiction — only with less dancing and more deferred comp.

3. ExxonMobil – The Retention Justification:
Darren Woods got a raise for “stability.” Climate lawsuits? Shareholder revolt? Who cares! When the planet’s on fire, Exxon’s board still finds the checkbook. Remember Once Upon a Time in… the Boardroom? This is that, but with more oil.

4. Papa John’s – When the Dough Goes Bad:
John Schnatter kneecapped his own brand on a conference call, then sued his board, then cashed out. Over $500 million in stock — extra pepperoni. The board might as well have said, “Say the thing! Tank the brand! Here's your pizza-shaped parachute.”

5. Sears – Lampert’s Last Stand:
Eddie Lampert was Sears’ CEO, chairman, and hedge fund overlord. Which sounds like a Quentin Tarantino character and a conflict of interest. While employees lost pensions, Lampert's firm snapped up prime assets on clearance. Jackie Brown meets bankruptcy court.

6. American Apparel – Chaos in Cotton:
Dov Charney’s tenure was a fever dream of sexual misconduct, lawsuits, and marketing with mannequins that needed therapy. He got millions. The company got delisted. Roll credits to Misogyny: The Musical.

7. Uber – Bro Culture on Steroids:
Travis Kalanick rewrote the rules of transportation — and HR compliance. He left under a cloud of scandal, lawsuits, and "urgent investigations." Payout? $2.5 billion. Said no one at Uber: “Maybe culture does eat strategy for breakfast.”

8. Wells Fargo – Cross-Sell or Die:
CEO John Stumpf got rich encouraging employees to create fake accounts. The company paid billions in fines. Stumpf paid… golf caddie tips. You couldn’t script a better villain arc if you tried.

9. GE – The Return of the King(s):
Jeff Immelt and his handpicked successors each rode the GE roller coaster down — stock tanking, debt ballooning, pensions on fire. Yet the comp packages? Oh, the comp! It’s Reservoir Dogs, but the suitcases are full of cash instead of diamonds.

10. Theranos – Bad Blood, Big Check:
Elizabeth Holmes, the Steve Jobs cosplayer who didn’t know what a centrifuge did, cashed out millions before the FDA said, “Um, this is nonsense.” It was Kill Bill: Volume BioTech, and the board was asleep during every act.

These aren’t outliers — they’re plot points in the boardroom’s favorite tragicomedy. As Tarantino might say, “Just because you are a character doesn’t mean you have character.” These folks had character alright — most of it fictional.

This isn’t governance. This is satire performed in real time, with quarterly earnings reports as the laugh track.

If this were a movie, you’d walk out halfway through — nauseous, laughing, shaken, and unsure whether you needed a barf bag or a Board seat. But you don’t get to leave.

Because unlike Hollywood, this horror show is still playing.

Let’s roll credits — and start rewriting the script. Preferably with a smaller cast and a much, much smaller budget.

Problem #10: What Would Jimmy Page, Chuck Yeager, and Darth Vader Say?

Let’s bring in the real voices of reason — icons who never needed a board-approved bonus modifier to make their mark.

Jimmy Page once said, “The most important thing for a musician is to listen.” But had he been on a compensation committee, he might’ve added, “...especially when your CFO is hinting that your pay equity ratios are triggering SEC alerts.” Boards don’t need more spreadsheets — they need more ears, more empathy, and perhaps a little less cowbell.

Imagine Page in the boardroom: “We can’t give him another $30 million — it doesn’t resonate. The culture’s out of tune. And we’re playing Stairway to Heaven backwards.”

Chuck Yeager, the original flyboy philosopher, didn’t get rich breaking the sound barrier. He did it because he was fearless, focused, and — wait for it — paid like a government employee. Yeager once said, “You don’t concentrate on risks. You concentrate on results.” Boards today have that backwards. They obsess over retention risk, flight risk, PR risk — but forget to ask what the results even are. Meanwhile, they're handing out more restricted stock than a Vegas poker dealer with a cramp.

Darth Vader, let's be honest, would thrive in today's boardrooms. He is the compensation committee chair: intimidating, silent, wears a lot of black. And his philosophy? Simple. “Apology accepted… now increase my LTIP.” If the Sith had equity plans, you better believe they’d come with a dark side clause. Unlimited acceleration. Vesting upon galactic conquest.

And yet — even Vader knew when loyalty had its price. When your #2 force-chokes half the board, maybe it’s time to rethink your succession planning.

But let’s not stop there. Bring in:

Robin Williams, who might say: “Boards are like old libraries. Full of knowledge, dusty furniture, and a whole lot of overdue accountability.” If he were analyzing a proxy statement? “So you're telling me this guy gets $22 million whether the company wins, loses, or spontaneously combusts? That's not a comp plan. That's a golden retirement community built on shareholder tears.”

Joan Rivers would look at the CEO’s comp table and ask, “Can we talk?! Who wrote this — Tolstoy? With a thesaurus and a head injury?!”

Freddie Mercury might’ve said, “I want to break free!” after reading a clawback provision written in six-point font by an overworked securities attorney.

Taylor Swift? “If I was a CEO, I'd be the CEO of accountability.” She’d write a breakup song for the board and call it ‘You Belong with Pay Transparency.’

Gandalf the Grey would rise up in a meeting and shout, “YOU. SHALL NOT. VEST!” — just as the golden parachute triggered on mediocre Q4 results.

The truth is, we don’t need more metrics — we need more meaning. Boards must summon the courage to say: no more noise, no more nonsense. Let’s align pay with real-world performance, integrity, and impact.

As Yeager would say, "You don’t need to be the flashiest to be the fastest — just the gutsiest." And as Jimmy Page might remind us: the best performances are not solo acts. They come from orchestras in sync.

Boards, it’s time to get the band back together. Just don’t hire Vader as your drummer.

Problem #11: Around the World in 80 Pay Plans — The Geopolitics of Compensation

If you think the U.S. has the monopoly on outrageous CEO pay, think again. While our brand of executive excess is uniquely cinematic — think Wall Street meets reality TV — other nations have their own flavor of compensation chaos. Let’s set the table with a geopolitical buffet of philosophy, policy, and theatrical irony.

In Japan, CEOs earn on average 67x the pay of the average worker. Modest by U.S. standards, but with a catch: Japanese boards expect loyalty, humility, and (gasp!) apology. If a Japanese CEO tanks performance, they bow, take a pay cut, or both. In America? They write a book and go on a podcast tour called “Scaling Pain: How I Built My Legacy By Destroying Yours.”

In Germany, employee representation is mandatory on supervisory boards. That means labor — the actual people who make the company run — have a seat at the table when deciding pay. As a result, compensation is generally restrained, rationale-based, and somehow, companies still manage to innovate and grow. Imagine that.

In Singapore, Lee Kuan Yew once said, “We must pay civil servants well — so they are incorruptible.” But he didn’t mean astronomically. He meant equitably. In contrast, U.S. CEOs seem to require hazard pay for merely surviving scrutiny.

In France, shareholders legally vote on executive compensation before the money is paid out. In the U.S., say-on-pay is an advisory pat on the wrist. In France, it’s a guillotine on standby.

And now, let’s summon a few global titans for their takes on modern executive pay:

Winston Churchill: “Never has so much been paid by so many to so few… for so little.”

Franklin D. Roosevelt: “The test of our progress is not whether we add more to the abundance of those who have much… but whether we make sure the CEO doesn’t get a third yacht while payroll is frozen.”

Ronald Reagan: “Trust… but verify. Especially when the comp package has 12 performance modifiers and an excise tax gross-up.”

Mao Tse Tung: “Power comes from the barrel of a gun.” But in America, it comes from a carefully structured equity grant with cliff vesting and a retention bonus.

Julius Caesar: “I came. I saw. I conquered… then I triggered my severance clause and left with 30 million denarii.”

Atatürk: “A nation that forgets ethics in governance is destined to collapse.” He’d probably call U.S. comp plans an exercise in gilded amnesia.

Joseph Stalin: “It’s not who votes, but who counts the votes.” Modern translation: “It’s not what the proxy says — it’s how the board interprets the metrics.”

Nelson Mandela: “It always seems impossible until it’s done.” And redesigning CEO pay to serve all stakeholders? Not impossible — just inconvenient to those living large on the current system.

And finally, enter the main event:

Adam Smith’s invisible hand vs. the modern clawback.

Picture it: Smith, powdered wig, descending from the clouds of classical economics. The invisible hand poised delicately, ready to guide markets toward equilibrium.

Opposing him? A modern clawback clause — written in 1.5-point font, buried on page 89, and triggered only if the CEO commits securities fraud while whistling the national anthem and juggling audit reports.

Round one: Adam Smith swings with laissez-faire logic. The clawback strikes back with “material restatement of earnings.” Smith parries with moral sentiment. The clawback retreats — citing ambiguity, legal reviews, and “non-appealable decisions by the highest court” (the Hague?).

Winner? TBD. But spectators agree: someone needs to tighten the ropes, because the compensation ring has become a lawless brawl.

Boards, it’s time to stop acting like referees and start acting like reformers.

And to the ghosts of Churchill, Reagan, and Mandela: we hear you. Loud and clear.

Problem #12: Bureaucracy, Bots, and Boardroom Revolts — Where We Are and Where We’re Going

You want historical context? Buckle up. Because CEO compensation isn’t just a spreadsheet game — it’s a cultural artifact. A fossilized roadmap of who got paid, how much, and who got run over in the process.

In 1993, Section 162(m) of the tax code capped deductible executive pay at $1 million — unless it was performance-based. The result? An explosion of stock options that made Silicon Valley millionaires and Enron-shaped flashbacks for everyone else.

Then came Sarbanes-Oxley. Then Dodd-Frank. Then the SEC's 2011 say-on-pay rules. More boxes. More disclosures. More charts. And somehow… less clarity. It’s as if the regulatory gods were determined to make proxies both longer and less informative, like a David Lynch film starring a spreadsheet.

Now AI has entered the room — calculating incentive targets, writing comp memos, maybe even faking board minutes with perfect syntax. Great. We’ve replaced compensation consultants with machine learning that still can’t detect fraud… but can optimize a golden parachute in 0.003 seconds.

Meanwhile, employee morale has entered its punk rock phase. Gallup reports that only 23% of U.S. workers feel engaged. The rest? They’re rage-applying on their lunch break, updating LinkedIn while microwaving leftovers, and wondering how their CEO’s bonus could afford five homes, a vineyard, and an NFT yacht.

Shareholder revolts are up. Proxy fights are wilder. AI bots now file comment letters with more clarity than human lobbyists. It’s not just a governance issue — it’s a comedy special waiting for a Netflix deal.

As Richard Pryor once said, “They don’t give you the money — they give you the act of looking like you got the money.”

Problem #13: Intrinsic vs. Extrinsic — The Final Cage Match

It’s the philosophical showdown we’ve all been waiting for: Meaning vs. Money. Drive vs. Dollars. A Lenny Bruce monologue vs. a compensation consultant’s pie chart.

Intrinsic motivation is the stuff of passion, purpose, and late nights spent fixing code or saving a company because you believe in the mission. Extrinsic motivation is what happens when someone offers you $30 million to pretend you do.

The truth? Most great leaders are driven by intrinsic fire. But boards, terrified of underpaying the Next Big Thing, design comp packages like they’re buying a used Ferrari: overpay, overpromise, and pray it doesn’t explode during Q2 earnings.

Chris Rock said it best: “You know the world’s gone crazy when the best rapper’s a white guy, the best golfer’s a Black guy, and the CEO’s getting 600 times what the janitor makes.”

Rodney Dangerfield would’ve had a field day: “I told my board I needed performance metrics. They gave me a mirror and a massage chair.”

Let’s face it: no amount of pay can fix the wrong hire. And no bonus is large enough to replace a leader who lacks integrity, vision, or a basic grasp of math.

We need comp structures that elevate the builders, the believers, the quietly brilliant. Not the ones who yell “synergy” in six languages and then fire 1,200 people to juice EBITA.

Steve Martin might say: “Some people have a way with words… others not have way.” Most boards? They have a way with spreadsheets — but not always with wisdom.

So here’s to a new era. One with more humanity. More clarity. More humor. Less hypocrisy.

Because as Dave Chappelle once warned: “The worst thing to call somebody is crazy. It’s dismissive. I don’t understand this person — so they must be crazy.”

Well guess what? The workers, shareholders, and stakeholders aren’t crazy. They just think paying someone $200 million to increase churn and drop morale might be, just maybe, a little off.

Let’s end the madness — with a laugh, a ledger, and a much, much shorter comp table

Problem #14: The Lunatic Fringe

Let’s get crazy…

Prince told us. Pink Floyd warned us. The Doors opened it. And The Talking Heads just asked, “How did we get here?”

The final stage of compensation madness isn’t greed — it’s delusion. Welcome to the lunatic fringe of executive pay, where incentive plans get tested in zero gravity, and boards start sounding like they’re quoting Sgt. Pepper’s Lonely Hearts Club Band:

“He’s worth every penny, even though earnings are flat, morale’s in free fall, and he hired his nephew to run HR.”

The Beatles once sang, “Can’t buy me love,” but modern CEOs have proven you can buy a board’s undying admiration. Just ask the committee who approved the $140 million severance package for a CEO who “failed to meet expectations” (and three FTC subpoenas).

It’s all here in the lunatic fringe:

• The Rolling Stones clause — full sugar - if “performance is satisfactory in the eyes of the Lead Director and at least one roadie.”
• The U2 Retention Bonus — “even if the company can’t find what it’s looking for.”
• The Eagles Override — enables full vesting as long as the CEO can “check out any time they like,” especially if the company can never leave.
• The Iggy Pop clause — compensation is “Raw Power” based on attitude, shirtlessness, and unpredictable quarterly guidance - I’ve got a lust for life…..

We now reward not just performance, but presence. You showed up? Congratulations — here's 50,000 RSUs, a private chef, and a parking spot labeled “Visionary.” Never mind the CFO is in therapy and Glassdoor reviews are starting to sound like Radiohead lyrics.

This isn’t alignment. It’s a backstage pass to the boardroom of absurdity. And it’s time we turned down the amp.

What Would Frank Do?

Now that the guitars have been smashed, the RSUs have been exercised, and the last retention bonus has been wired to a beach in Monaco — it’s time for that eternal question that you’ve come to love most:

What would Frank do??

Let’s turn to the Glassnerian Theorems™ — a legendary set of principles forged in boardrooms, burnished by satire, and polished to brilliance at 38,000 feet between executive interviews and client dinners. These aren’t just theories — they’re Glassnerian truths, the kind you feel in your gut right after someone says, “We think the comp plan is working just fine.”

The Glassnerian Theorems™ (well, some of them…)

1. If everyone’s above average, the average is a lie: Don’t benchmark your CEO into oblivion. Benchmark results. Benchmark integrity. Benchmark actual leadership.

2. If it takes longer to explain the comp plan than it does to earn it — it’s broken: A great pay plan should fit on a cocktail napkin. If your proxy reads like Ulysses in Klingon, you’re not compensating — you’re concealing.

3. The best leaders don’t need golden parachutes — they carry their own wings. A true CEO doesn’t need a $90 million naptime incentive. They need purpose. And maybe a little turbulence to make them stronger.

4. Boards are not cheerleaders. You’re not here to clap. You’re here to govern. The next time someone calls your CEO “visionary,” ask for receipts. And maybe a 5-year cumulative TSR analysis while you’re at it.

5. Align pay with purpose - or prepare for pitchforks. Shareholders are watching. Employees are watching. Reddit is definitely watching. If your comp plan doesn’t reflect values, it will become a liability faster than you can say “Say-on-Pay Fail.”

6. If the plan depends on footnotes, you’ve already lost the plot. Great governance doesn’t require a decoder ring. And no one ever said, “That 37-page appendix really won me over.”

7. You don’t motivate brilliance — you hire it. Pay can support a mission, but it can’t invent one. If your plan is doing the heavy lifting, your CEO probably isn’t.

Final Descent: A Soft Landing, Powered by Purpose

So, let’s land this opus with the grace of Chuck Yeager, the flair of Jimmy Page, and the comedic timing of Robin Williams — all backed by the inarguable truth of a Glassnerian worldview.

We’re not saying don’t pay your CEO.
We’re saying: know what you’re paying for.
We’re not saying you can’t use performance metrics.
We’re saying: don’t let them become performance theater.

We are saying: be better. Sharper. Funnier. Wiser. Human.

Because the world is watching.
And, more importantly — the next generation is.

So ask yourself:
Would Mandela approve this plan?
Would Churchill light his cigar and nod?
Would Dave Chappelle call it out on stage… or apply for the CFO role?

If the answer is shaky - fix it - The Veritas Way.

And if you need help?

You know who to call…….

FBG

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Frank Glassner is the CEO of Veritas Executive Compensation Consultants and a widely respected authority on executive pay and strategic compensation design. Known for his discerning judgment, consummate diplomacy, incisive insights, and unwavering discretion, he is a trusted advisor and confidant to boards, CEOs, and institutional investors worldwide.