Column: IBM’s CEO writes a new chapter on how to turn failure into wealth

“Ginni Rometty! You’ve led IBM to 15 straight quarters of declining revenue! Your profit was down 15% last year! Your stock price has plummeted by 36% from its peak! What are you going to do next?�

“I’m going to the bank, to deposit my $4.5-million bonus!�

For IBM shareholders, Ginni Rometty’s four-year reign as chief executive officer hasn’t been anything to go to Disneyland about. But her company has become a leader in one corporate category: board members willing to shovel incentive pay at a CEO turning in a mediocre performance.

Despite few signs of a turnaround in Big Blue’s financial performance, the board awarded Rometty a bonus even higher than last year’s $3.6 million, according to figures the company released Thursday. She’ll be receiving $13.3 million in restricted shares, payable in 2019. She’ll also be getting a stock option of 1.5 million shares. These will vest starting three years from now, and will be in the money as long as IBM shares have appreciated by at least 5% from their average price on the award date, which was Tuesday.

On that day, IBM closed at $122.59. That was a drop of 37% from its peak of $194.34 (in dividend-adjusted terms) during her tenure, which was reached in September 2012, nine months after Rometty took the helm.

That stock price performance is not just bad. It’s approaching Carly Fiorina bad. Fiorina took Hewlett-Packard’s stock price down some 49% during her more than five years as CEO; since her firing in 2005 she hasn’t had another corporate job and has been reduced to running for president. But Rometty is still in place at IBM, with no exit in sight.

Government officials and regulators have wrestled for years with how to bring CEO compensation under control. They’ve imposed limits on the tax-deductibility of CEO pay, and given shareholders the option to vote on compensation policies (though only in an advisory role). Nothing seems to work.

The latest initiative came from the Securities and Exchange Commission, which voted last year to require public companies to disclose the ratio between their CEOs’ pay and the median pay of their workers. The regulation, mandated by the Dodd-Frank Act of 2010, provoked one of the largest outpourings of public comments the SEC had seen, some 287,000.

Every proxy season brings a pile of cases like Rometty’s--CEOs being overrewarded for underwhelming performance, based on metrics designed by their corporate boards to be either murky or unambitious, and thus easy to meet. Rometty’s pay package, which was disclosed a few months ahead of the IBM proxy release, isn’t even likely to be the most outsized in terms of performance.

After all IBM is still a huge company with $13.4 billion in profit from continuing operations, and a rank of 24 among the Fortune 500. Yet under Rometty Big Blue seems to be struggling to redefine itself in a changing world, something that long was the company’s hallmark.

But IBM is still a bellwether of corporate policy-making, positive and negative. And any raise for Rometty given the company’s record in 2015 has to raise questions about the independence of the IBM board.

There’s no mystery about why a board of directors could consider Rometty’s performance to be grounds for a raise: it’s cultural. Ten of the 14 directors (other than Rometty herself) are current or former corporate CEOs themselves, as are three of the four members of the board’s compensation committee. They’re sterling representatives of America’s CEO culture, which turns a blind eye to performance that warrants a pay cut, not to mention a firing, seeing it instead as “progress� toward a distant goal.

The directors each receive “retainers� of more than $250,000 to sit on the board. In the real world, that would be real money, payable for doing more than merely gripping their board seats with their prehensile behinds. (Thanks to George Orwell for the image.)

One year ago, when Rometty was awarded a $3.6-million bonus, a $13.3-million share incentive award payable in 2018, and a 6.7% bump in her base salary to $1.6 million from $1.5 million, we asked what the IBM board could have been thinking. The new bonus makes the question even more urgent, for the latest financial numbers are all pointing down.

Here are some of the full-year lowlights, from IBM’s fourth-quarter earnings release Jan. 19: Earnings per share down 13% from 2014. Profit down 15%. Revenue down 12% (down a mere 1% adjusted for currency exchange rates). One year ago, the company forecast earnings per share for 2015 in the range of $15.75 to $16.50, which was below expectations. It missed even that dismal forecast by a mile, coming in at $13.60. Shares took a hit of nearly 5% that day.

On the bright side, shareholders pocketed about $9.5 billion in dividends and share repurchases. The stock’s dividend yield is currently a healthy 4.2%, but it’s that high mostly because the share price stinks.

As the company said a year ago, Rometty has been working to remake IBM into a company serving the 21st century technological market. According to remarks made by CFO Martin Schroeter at an investor conference call following its earnings report, the company’s “strategic� transition toward “big data and analytics, around cloud, and around mobile and security� is still underway. Signs of its progress “in shifting our business toward these strategic imperatives, and in the investments we’ve been making ... aren’t yet reflected in our revenue streams,� he said.

Indeed, the outcome of this paradigm shift is still conjectural. The end result is still so far off that it’s not clear whether it will bear fruit. If it does, Rometty will deserve full credit. But what’s the excuse for paying her now for successes that may never come?

The IBM board explained Rometty’s 2014 compensation in part as a reward for the company’s “tremendous progress in repositioning our business portfolio and making investments in support of our strategic focus on enterprise information technology.�

The raise in her base pay to $1.6 million, the board said, was “Mrs. Rometty’s first salary increase since her appointment as CEO in January 2012.� It was unclear if the board expected shareholders to feel sorry for Rometty or if it was deliberately taking IBM investors for suckers. Rometty’s overall compensation rose from $16.2 million in 2012 to $19.4 million in 2014. She took a hit in 2013 by voluntarily giving up her incentive plan in light of the company’s poor performance, but plainly made it up the next year. Whether her overall pay advanced in 2015 won’t be known until incentive shares are priced later this year.

Put it all together, and it shows once again that the CEO economy is a different beast from the one the rest of us live in. You can stick your shareholders with a loss of more than one-third and still do just fine. If anyone needs a simple illustration of the roots of income inequality in our society, there’s no need to look any further than that.

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