By Roger Martin
The views expressed are his own.
The three-week old, 60’s-style Occupy Wall Street protest raises once again the question that won’t go away: What on earth were those bankers doing in the period leading up to the 2008 financial meltdown? This street-level insurgency combines with last month’s smackdown-from-on-high administered by the U.S. Federal Housing Finance Authority’s (FHFA), which sued 17 leading global financial institutions for $196 billion, charging that they knowingly peddled shoddy mortgage-backed security products to unsuspecting customers. With the European financial system continuing to teeter on the brink due to the massive bank losses and bailouts, the U.S. economy stagnating and its equity markets close to free-fall, the answer of Chuck Prince, former Citigroup chair, that “we danced until the music stopped” has not mollified either Occupy Wall Street or the FHFA, or anybody else for that matter.
It is obvious that they did keep dancing. But it leaves unanswered the question: Why did it make sense to them to keep dancing? And also: When the music did finally stop, how did we manage to have asset-backed derivatives contracts outstanding with an estimated value of three times the size of global GDP?
The answer was that thanks to the structure of their compensation, major bank CEOs were obsessed with their stock price and trying to keep beating expectations until the music stopped. And the asset-based derivatives market was their clever device for beating expectations for much longer than could have happened before – because it was the world’s first market of infinite size. And it worked for them. When the music stopped and expectations came crashing down, they were by and large wildly rich.
Public companies, such as FHFA’s target list, operate in two markets. In the real market, they produce and sell real services – like mortgages and mutual funds – for real customers – like you or me or your company – who pay them real money, which, in a successful company, results in a real profit at the end of the year. They also play in an expectations market, where investors observe what is happening to the company in the real market and, on the basis of that, form expectations about what will happen in the future. It is the collective expectations of investors that determine the company’s stock price.
While most assume that stock-based compensation is an incentive to improve real performance, it isn’t. It is an incentive to increase expectations about future performance because an executive’s stock-based compensation will be worth a penny more than when it was awarded only if the executive can cause expectations to rise. So the primary incentive at all times for executives with heavy stock-based compensation is to increase expectations – even when expectations are so high they can never be met.