1890 to 1910 Emergence of the Corporation

  • Major corporations take shape with the founding of GE in 1892
  • Bethlehem Steel adopts one of the first executive incentive (bonus) plans in 1902

1920 to 1940 Depression Era Increased Awareness of Executive Compensation

  • Bonus and profit-sharing plans become prevalent; 64% of companies have established plans by 1928
  • Stockholders file suits against Bethlehem Steel and American Tobacco Co. in 1931 contesting executive bonuses and options
  • In 1935, the NY Times publishes names of individuals receiving particularly large compensation

1970s Economic Stagnation

  • Emergence of performance-based compensation plans tied to financials in response to President Nixon's 90-day freeze on non-performance based wages (including executive pay) in 1971
  • Use of stock options stagnate as the stock market stagnates, leading new plan designs designed to provide more predictable payouts (e.g., long-term earnings growth performance plans, guaranteed bonuses)
  • Attack on perquisites in 1977-1978

1980s to early 1990s Focus on CEO Pay

  • Increased hostile takeover activity leads to development of golden parachute agreements, i.e., payments to executives in the event of change-in-control (CIC)
  • CIC arrangements become controversial following $4.1 million payment to the CEO of Bendix in 1982
  • Graef Crystal publishes an expose on CEO pay, In Search of Excess, in 1991
  • International prominence increases in 1992 as Japanese trade concessions are hindered by excessive executive compensation practices
  • SEC passes new rules in 1992 on the disclosure of top executive compensation in public company annual proxy statements

1995 to 2000 Internet Bubble

  • Congress passes the Omnibus Budget Reconciliation Act of 1993, including Section 162(m) of the tax code that limits the deductibility of non-performance-based compensation for the CEO and four highest paid executive officers
  • As corporate boards shift the mix of executive compensation away from cash toward stock options, corporate profits and the stock market soar to record highs, generating unprecedented gains for option holders
  • The stock market peaks in March 2000
exec comp