Corporate Board Pay as Hush Money?

 James A. Johnson, former head of Fannie Mae. 



Johnson reportedly earned $200,000,000 over 8 years presiding over the agency that contributed to the 2009 financial crisis.  A September 2004 Office of Federal Housing Enterprise Oversight (OFHEO) report found that during Johnson's tenure as CEO, Fannie Mae had improperly deferred $200 million in expenses which enabled Johnson and other top executives to receive substantial bonuses in 1998. A 2006 OFHEO report found that Fannie Mae had substantially under-reported Johnson's compensation. Originally reported as $6–7 million, Johnson actually received approximately $21 million.

Felix Salmon has an interesting article on Johnson, and his service on the Board of Directors of Goldman Sachs:

There’s one corporate-governance metric which isn’t looked at nearly enough, and that’s director pay. Reading the compelling broadside that Ruane, Cunniff & Goldfarb, who manage the Sequoia Fund, has launched against James Johnson, who’s running for re-election to Goldman’s board, I was glad to be reminded of the governance fiasco he oversaw at Fannie Mae, and I was shocked to learn of his involvement in an options-backdating scandal at United Healthcare.

. . .

People respond to incentives, and it’s pretty self-evident that the more directors are paid, the more captured they are by management. After all, director pay isn’t set by shareholders. Michele Leder put it well back in 2009:

“Let’s face facts,” said Michelle Leder, the editor of Footnoted.org, a corporate watchdog web site. “If you had a part-time job that was paying you $300,000, $400,000, $500,000 a year, and you didn’t have a lot of work to do, would you rock that boat? That’s just human nature.”

Goldman hasn’t had much luck with its board, which has been a distraction at best and an outright hindrance at worst since the crisis broke. And one of the reasons is surely that Goldman’s board members are expected to be seen and not heard: they’re flown around the world in luxury, and paid enormous sums of money, to provide the thinnest possible veneer of shareholder oversight. What do you think the chances are that Lloyd Blankfein thinks he has anything at all to learn from his board of directors?