By Jonathan Weil
New York: If you want to know how much money a U.S. company’s top five executives make, there is lots of information to be found. As for total employee pay? Not so much.
It’s a void that makes little sense. Accounting standards say some categories of employee compensation must be disclosed in excruciating detail, often with lengthy footnotes. Examples include stock-based compensation, pension costs and other post-retirement benefits, all of which have been hot-potato issues for accounting rulemakers in the past. Disclosures about top executives’ pay — another politically touchy subject — frequently go on for many pages in companies’ proxy statements.
At CBS Corp., for example, the proxy shows the broadcaster paid its top five executives $60 million in salary and bonuses last year. That was more than at any other company in the Standard & Poor’s 500 Index, according to a recent report by Jack Ciesielski, editor of the Analyst’s Accounting Observer newsletter. And that was about half of the executives’ total compensation.
So how much did CBS pay its 25,930 employees in total last year? That isn’t disclosed and doesn’t have to be. Ciesielski, a longtime commenter on the accounting scene and a former member of the Financial Accounting Standards Board’s investor-advisory panel, makes a strong case that pay disclosures should be more comprehensive.
The way he explains it, over the past few decades, “we’ve become more of a service economy and more dependent on intellectual capital, including a work force that we pay to produce services.” Yet investors receive little information about the cost of that labor.
“We get information about five officers in nearly voyeuristic detail,” Ciesielski says. “But we don’t have anything consistently that tells us how much it costs to run a communications network, or build software, or how much it costs to devise advertising or build cars. All these things require labor as an input.”
In this respect, many banks and securities firms are a model of transparency by comparison. Every year, there are rounds of stories about how much money Goldman Sachs Group Inc. and Morgan Stanley pay their employees, for instance. Each company discloses total compensation and benefit expenses as a line item on its income statement, making the news articles possible.
Some transportation companies, such as Southwest Airlines Co., also engage in this practice, which Ciesielski traced to the days when they were more highly regulated and had to report such information to the government. The company provides great detail about its top five executives’ pay and employee benefits, just like other public companies do. It also has a line on its income statement called “salaries, wages and benefits,” which was $4.75 billion last year. That represented almost 29 percent of total operating expenses. You can’t get a similar percentage at CBS or most other public companies.
I asked some old-timers why the accounting and disclosure rules turned out this way: extreme granularity about a few types of compensation but no requirement to show total employee pay. Nobody I spoke with could recall anyone making a fuss about it before.
“It would be useful information,” said Walter Schuetze, one of the original members of the Financial Accounting Standards Board when it was formed in 1973 and chief accountant for the Securities and Exchange Commission from 1992 to 1995. “It should be fairly easy to do.”
There would be lots of details to work out if rulemakers ever took up the topic. For instance, some compensation costs initially are included in asset values, such as inventory, rather than expenses. It would make sense for companies to show a breakdown every quarter. Other questions that could arise include whether contractors’ pay should be classified differently than employee compensation.
Those are minor points in the grand scheme of things. Here is how Ciesielski framed one of the bigger issues: “How can investors make decisions about whether or not executive-pay packages are a fair deal for shareholders when they have too much information about a chosen few, and only scraps of information about the rest of the human capital employed in a firm?”
As voluminous as many companies’ quarterly and annual reports have become, it’s remarkable that basic data such as this can be left out.
Weil is a Bloomberg View columnist. He can be emailed at firstname.lastname@example.org.