Spade's Plant \& Hardware, a successful chain of mid-sized hardware stores, was growing at a steady pace despite the ubiquity of larger-scale hardware chains, namely Lowe's and Home Depot. What set Spade's apart was its focus on quality and higher-end products, combined with an extensive greenhouse. Many of Spade's customers stopped going to the larger chains for their more common purchases, simply because those stores were only slightly cheaper and often did not carry much that was a little out of the ordinary. After several frustrating detours back to Spade's for a screw, tool, or plant not carried by Lowe's or Home Depot, customers started simply going there first. Furthermore, shopping at Spade's was a real pleasure, as it conveyed a feeling akin to shopping at Whole Foods, but from a plant and hardware perspective. The lighting was pleasant, accentuating attractive displays of quality gardening tools around colorful plant and flower arrangements. Employees were also extremely helpful and knowledgeable about the inventory, and management strived to keep track of new and harder to find cutting edge products from smaller suppliers that its customers would likely desire but had not yet discovered. The result was a trendy home store that developed strong customer loyalty very rapidly. After just twelve years in business, the company had gone public, with 170 stores nationally and 30 overseas. Overall, Spade's had gross revenues of $1.8 billion annually and employed roughly 20,000 employees. Market projections showed that with the softening economy and housing market, Spade's would continue to grow but much more slowly, with an average of 5 new store openings per year over the next five years. In the face of the downturn, it was crucial that the company retain its level of same-store sales and avoid closings. So leadership was now more important than ever. But tragically, the founding CEO, Jane Goodwyn, had recently died in a car accident. So the corporate board was now selecting a replacement and had narrowed its list to two candidates, Paul York and Jordan Gallaway. York was certainly the more experienced. He had already successfully led a top British plant and gardening chain for over a decade, taking it from seventh place to what was now the third most successful British chain in that category. However, as one of the highest-paid British CEOs in his category, he was very likely to expect a much higher compensation package than Jordan Gallaway, currently Chief Operating Officer (COO) at Spade's. Gallaway's last position was HR director of Whole Foods, a company that, at the behest of its CEO James Mackey, had successfully instituted a cap on executive compensation. This, according to analysts, was part of a corporate culture in which employee loyalty was uncommonly high. Gallaway had hoped to institute a similar executive pay structure at Spade's and had prepared a full proposal only a few weeks before CEO Goodwyn's passing. He included the proposal in his dossier of application for her job. It was thus presumed that if Gallaway were the successful candidate, he would agree to his own recommendations. This hiring decision therefore turned on a major philosophical question as to how the compensation package A Fair Wage? Capping Executive Compensation Page 3 of 5 (SAGE businesScases SAGE SAGE Business Cases @ 2010 NeilsonJournals Publishing should be determined. There was a growing debate across the U.S. about stratospheric executive pay, which seemed to apply even to underperforming CEOs. At two major Spade's competitors, for example-Sears and Home Depot-CEOs recently resigned, after lackluster performance, with severance packages worth well over $100 million. What's more, numerous multinational investment banks nearing collapse after the mortgage crisis had generated outrage across the country at perceived executive greed and corruption. Legislators were thus considering a new law that would require shareholders to have an advisory "say on pay". Such a vote would be non-binding, but difficult to ignore if the board systematically chose to go against investor wishes. Furthermore, globalization had attracted many new foreign investors who often balked at American CEO salaries, which had mushroomed to an average of 180 times average employee pay (not counting bonuses and stock options). That's double what it was in 1990 (Hymowitz, 2008). In most European countries and Japan (England, where Paul York had been CEO, being a notable exception), average CEO salaries tended to be much lower. To combat this trend, CEOs at several high-profile companies, such as Costco and Whole Foods, had capped executive salaries (including their own) at 14 times that of their average full-time employee. This usually did not include stock options. The result was that average employee wages would have to rise before any executive salary increases could be approved. So one of the questions weighing on the board of late was whether to embrace say on pay before any such leaislation were passed. As it stood shareholders already had the riaht to protest if they disaareed with anv should be determined. There was a growing debate across the U.S. about stratospheric executive pay, which seemed to apply even to underperforming CEOs. At two major Spade's competitors, for example-Sears and Home Depot-CEOs recently resigned, after lackluster performance, with severance packages worth well over $100 million. What's more, numerous multinational investment banks nearing collapse after the mortgage crisis had generated outrage across the country at perceived executive greed and corruption. Legislators were thus considering a new law that would require shareholders to have an advisory "say on pay". Such a vote would be non-binding, but difficult to ignore if the board systematically chose to go against investor wishes. Furthermore, globalization had attracted many new foreign investors who often balked at American CEO salaries, which had mushroomed to an average of 180 times average employee pay (not counting bonuses and stock options). That's double what it was in 1990 (Hymowitz, 2008). In most European countries and Japan (England, where Paul York had been CEO, being a notable exception), average CEO salaries tended to be much lower. To combat this trend, CEOs at several high-profile companies, such as Costco and Whole Foods, had capped executive salaries (including their own) at 14 times that of their average full-time employee. This usually did not include stock options. The result was that average employee wages would have to rise before any executive salary increases could be approved. So one of the questions weighing on the board of late was whether to embrace say on pay before any such legislation were passed. As it stood, shareholders already had the right to protest if they disagreed with any of the board's actions. So it wasn't clear that an official say-on-pay policy would add much, but it would surely create a bit more work for the board. Up to now, shareholders had been very happy with Spade's stock performance and had not objected to Goodwyn's salary, which had been over 100 times the average employee salary, not including bonuses and options. But with the current increased scrutiny of CEO compensation packages, together with slowing growth, the board could not be sure that shareholders would not protest in the future and seek greater control over compensation packages. Interestingly, Jordan Gallaway had given the board an attractive, if somewhat radical 5-year proposal without say on pay. He argued that say on pay was too open-ended, and companies such as Whole Foods had successfully capped executive compensation packages without it. Even under say on pay, he predicted stockholders were likely to continue rubber-stamping whatever the board suggested until the stock underperformed and it was too late. His alternative proposal sought to cap CEO compensation in a more pre-emptive and thoroughgoing way: 1. Yearly salary should be based on performance, with "clawback" provisions if earnings are restated lower. 2. The salary should be capped at 20 times average employee salary. 3. End-year bonuses should be performance-based and made internally public but returned into a general fund to be divided equally among all salaried employees. 4. Stock options should not be valued at more than 25% of the CEO's combined yearly compensation, with up to 50% exercisable on first exercise date and only 10% exercisable annually over the subsequent 5 years. 5. Total severance package cannot exceed two years' salary, based on yearly average. He provided convincing arguments for each of these points (available in Appendix 1). Gallaway's proposal did seem compelling to at least a few on the board, especially as a way to prepare for any impending belt-tightening from the slowing economy. It had the virtue of avoiding cumbersome shareholder say-on-pay policy, while going much further to satisfy potential shareholder and employee concerns about exorbitant executive compensation in a concrete way. What's more, it would spare shareholders from having to continue worrying about it. However, one board-member spoke up, to point out that there is still a debate on whether capping executive compensation is really a good thing. He respectfully suggested that the idea itself could be nave and wrong-headed. He pointed out that under the previous CEO, who was making 100 times the average employee salary, the company was thriving and everyone seemed perfectly satisfied. So why change the pay structure now? There was no indication that Goodwyn's leadership had been overly concerned with short-term gains. Therefore, although Paul York would presumably expect at least as much as employee. This usually did not include stock options. The result was that average employee wages would have to rise before any executive salary increases could be approved. So one of the questions weighing on the board of late was whether to embrace say on pay before any such legislation were passed. As it stood, shareholders already had the right to protest if they disagreed with any of the board's actions. So it wasn't clear that an official say-on-pay policy would add much, but it would surely create a bit more work for the board. Up to now, shareholders had been very happy with Spade's stock performance and had not objected to Goodwyn's salary, which had been over 100 times the average employee salary, not including bonuses and options. But with the current increased scrutiny of CEO compensation packages, together with slowing growth, the board could not be sure that shareholders would not protest in the future and seek greater control over compensation packages. Interestingly, Jordan Gallaway had given the board an attractive, if somewhat radical 5-year proposal without say on pay. He argued that say on pay was too open-ended, and companies such as Whole Foods had successfully capped executive compensation packages without it. Even under say on pay, he predicted stockholders were likely to continue rubber-stamping whatever the board suggested until the stock underperformed and it was too late. His alternative proposal sought to cap CEO compensation in a more pre-emptive and thoroughgoing way: 1. Yearly salary should be based on performance, with "clawback" provisions if earnings are restated lower. 2. The salary should be capped at 20 times average employee salary. 3. End-year bonuses should be performance-based and made internally public but returned into a general fund to be divided equally among all salaried employees. 4. Stock options should not be valued at more than 25% of the CEO's combined yearly compensation, with up to 50% exercisable on first exercise date and only 10% exercisable annually over the subsequent 5 years. 5. Total severance package cannot exceed two years' salary, based on yearly average. He provided convincing arguments for each of these points (available in Appendix 1). Gallaway's proposal did seem compelling to at least a few on the board, especially as a way to prepare for any impending belt-tightening from the slowing economy. It had the virtue of avoiding cumbersome shareholder say-on-pay policy, while going much further to satisfy potential shareholder and employee concerns about exorbitant executive compensation in a concrete way. What's more, it would spare shareholders from having to continue worrying about it. However, one board-member spoke up, to point out that there is still a debate on whether capping executive compensation is really a good thing. He respectfully suggested that the idea itself could be nave and wrong-headed. He pointed out that under the previous CEO, who was making 100 times the average employee salary, the company was thriving and everyone seemed perfectly satisfied. So why change the pay structure now? There was no indication that Goodwyn's leadership had been overly concerned with short-term gains. Therefore, although Paul York would presumably expect at least as much as Page 4 of 5 A Fair Wage? Capping Executive Compensation (SAGE businesscases SAGE SAGE Business Cases @ 2010 NeilsonJournals Publishing Goodwyn's package, he was unquestionably the more experienced candidate. So why not simply hire him? But at this point, it was time to adjourn the meeting until tomorrow morning, when the board would have to come to some decision. One factor in the back of everyone's mind was that the policy Gallaway was suggesting might come at too great a risk, because he could fail as CEO. After all, he had never run an entire multinational corporation. And even if he were to succeed, it might be difficult to replace him when he did step down if Spade's was no longer prepared to offer a compensation package anywhere near that of its competitors. Suddenly raising the CEO's pay to 100 or more times the average employee salary might significantly lower morale. - Analysis paper: review case and identify the ethical dilemma(s) - analyze the important elements of the case through each of the Virtue, Deontological, and Utilitarian frameworks - then conclude with which ethical framework might work best to resolve the ethical dilemma presented in the case Complete cover sheet: see template / guideline for elements References: - Formal paper: cover page, APA formatting, References page - Analysis paper: review case and identify the ethical dilemma(s) - analyze the important elements of the case through each of the Virtue, Deontological, and Utilitarian frameworks - then conclude with which ethical framework might work best to resolve the ethical dilemma presented in the case Paper Outline: ensure all information is on the cover sheet, then use the following headings to identify the elements to cover in the paper. 1. Formal cover sheet: header, page numbers, name, University, Department, Course Section, Date, Instructor 2. Introduction: include thesis statement and identify ethical dilemma 3. Facts of the Case: provide relevant case information 4. Virtue Framework: state a clear definition / overview / major elements of the ethica theory then apply case elements 5. Deontological Framework: state a clear definition / overview / major elements of th ethical theory then apply case elements 6. Utilitarian Framework: state a clear definition / overview / major elements of the ethical theory then apply case elements 7. Conclusion: explain which theory or theories might work best to resolve the ethical dilemma 8. References page: APA format, include all sources (SAGE case, text, other)