Robin Ferracone: "The U.S. Lags Other Regions In Terms of Using Stakeholder Measures in Executive Compensation"
Aug 5, 2021
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Robin Ferracone, Founder and CEO of Farient Advisors and author of 'Fair Pay, Fair Play', shares her career journey from Indiana to the forefront of executive compensation. She discusses the evolution of executive pay, the need for U.S. companies to adopt stakeholder measures, and the significance of human capital in today's corporate landscape. Ferracone critiques 'moon shot equity grants', highlights the Exxon Mobil proxy fight as pivotal for corporate governance, and emphasizes aligning executive compensation with social and climate goals.
Robin Ferracone emphasizes the shift from management-driven executive compensation to board oversight, driven by regulatory changes and activism.
The podcast highlights the need for U.S. companies to integrate stakeholder metrics into executive compensation, addressing growing institutional investor demands.
Deep dives
Career Path and Founding Ferient Advisors
The speaker discusses Robin Farrakoni's career trajectory, highlighting her transition from science to business and her eventual move into consulting. After earning her MBA from Harvard, she launched her consulting career at Booz Allen, where she gained diverse experience across industries. Subsequently, she co-founded SCA Consulting, focusing on the implementation of strategy through executive compensation, leading to its eventual sale to Mercer. After several years at Mercer, she established Ferient Advisors in 2007, emphasizing a link between executive compensation, performance, and corporate governance.
Evolving Trends in Executive Compensation
Farrakoni elaborates on the significant shift in executive compensation practices, particularly the transition of oversight from management to boards of directors. This change was largely influenced by economic events and regulatory reforms, including the introduction of Sarbanes-Oxley and Dodd-Frank, which increased scrutiny on executive pay. The podcast also highlights the growing pressures from activist investors, prompting boards to adopt stricter governance standards around performance-linked pay. This evolution has led to a more balanced approach, ensuring that compensation aligns not only with company strategy but also with shareholder interests.
The Importance of Stakeholder Governance
The discussion progresses to stakeholder governance, emphasizing the necessity of considering broader stakeholder interests beyond just shareholders. Farrakoni points out that while many companies recognize the importance of Environmental, Social, and Governance (ESG) criteria, the integration of these factors into compensation structures remains inconsistent, particularly in the U.S. She highlights a recent report by Ferient Advisors that incorporated customer and community metrics, contrasting it with the current prevalence of ESG metrics in executive compensation plans. The conversation stresses the significance of establishing clear metrics and incentives that reflect stakeholder value, especially as larger institutional investors demand accountability.
Impact of SPACs and Recent Proxy Fights
The speaker addresses the growing prominence of Special Purpose Acquisition Companies (SPACs) and their implications for executive compensation and governance. She notes that while SPACs provide a quicker route to public markets, they have raised concerns regarding potential governance issues, particularly around inflated compensation levels for leaders during mergers. Additionally, the recent ExxonMobil proxy fight serves as a turning point, showcasing how even small shareholders can bring about significant change by advocating for better governance practices. This situation demonstrates increased activism driven by institutional investors who expect companies to prioritize sustainable practices and stakeholder engagement.
(1:42) - Robin's "origin story": she grew up in Indiana, "sought warmer weather" so she headed to Duke for college. She later got an MBA at Harvard and started her consulting career at Booz Allen in SF. Five years later she started her own firm, SCA Consulting, focusing on executive compensation and strategy, based out of L.A. She sold that firm to Mercer in 2001, stayed on with the firm until 2007 when she left to start her current firm Farient Advisors.
(5:50) - "In the SCA days, executive compensation was commissioned by management, very rarely by boards of directors."
(7:20) - Her take on the evolution of executive compensation since the '80s.
(15:16) - Her experience on how to link stakeholder goals in executive compensation, particularly in connection to climate change, social matters and DEI.
(24:37) - Her take on "moon shot equity grants" ("I am not in favor of them") and founder top-up grants.
(28:43) - Her take on SPACs.
(32:40) - Her take on the Exxon Mobil proxy fight with Engine No.1. "It's a watershed moment for corporate boards."
(36:37) - Her take on human capital "it's time has come." "It's much more about people than it's ever been before." There are four areas of disclosure: 1) number of employees, 2) diversity, 3) profile of the workforce, and 4) retention of workforce.
(39:34) - The book that has greatly influenced his life:
Aesop Fables. Collection of fables credited to Aesop, a slave and storyteller believed to have lived in ancient Greece.
(42:03) - Her mentors: "I have a view that you can literally learn for anybody."
(44:29) - Her favorite quotes: "my favorite sayings have to do luck." Her father-in-law: "Luck is where you look for it."
(45:04) - An unusual or absurd habit that she loves: fro-yo!
(45:29) - The living person she most admires: Misty Copeland.
Robin Ferracone is the Founder and CEO of Farient Advisors. She is the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay” and is a frequent presenter for well-known organizations including Council of Institutional Investors, Society for Corporate Secretaries and Governance Professionals, the National Association of Corporate Directors (NACD), and The Conference Board, among others. Robin has written extensively on the topics of performance management, incentive plan design, goal setting, and corporate governance.
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