WeWork's saga is a cautionary tale about golden parachutes and CEO pay
Editor's Note: (Rosabeth Moss Kanter is the Arbuckle Professor at Harvard Business School. Her forthcoming book Think Outside the Building: How Advanced Leaders Can Change the World One Smart Innovation at a Time will be published in January. The opinions expressed in this commentary are her own. )
While the WeWork saga has dealt another blow to already-low public confidence in business, it should also strengthen cries for fundamental changes to a system that offers supersized compensation for undersized performance.
WeWork co-founder and former CEO Adam Neumann became a hero among unicorn creators by building a fast-growth company once valued as high as $47 billion. But the IPO was cancelled when filings revealed the company was bleeding cash and Neumann was running the company with virtually unrestrained power and multiple potential conflicts of interest. More than $30 billion of potential shareholder value vanished. Despite all this, Neumann was rewarded with a buyout package worth $1.7 billion in share sales and loans as part of Softbank's rescue deal.
This is not market capitalism. It is corporate kleptocracy. Neumann used his celebrity to hob-knob with the high and mighty while running the company into the ground — and then he received a golden parachute on steroids for his efforts.
Consider the hypocrisy involved. Neumann made grand pronouncements about creating a great culture of sharing and offering spaces in which people could reach their highest potential. But now thousands of people could lose their jobs solely because they believed in Neumann and his vision. These workers could be shoved out and they won't have parachutes of any kind to ensure a soft financial landing.
Neumann's buyout, which includes a $185 million consulting contract and a $500 million loan to repay a credit line, defies any logic and gives new meaning to the word excessive. Other pay-to-go-away packages, often decried by critics, might come to seem reasonable by comparison. Marissa Mayer's mere $23 million for leaving Yahoo or Philippe Dauman's $72 million, as reported by the New York Times, for leaving Viacom were both dwarfed by Robert Nardelli's package of $210 million when he left Home Depot after performance shortfalls. But all are still well below the $1.7 billion package Neumann was promised.
By some measures, Neumann shouldn't get anything except the proceeds from selling his stock (which could still be worth close to $1 billion). Consider the whiff of misconduct surrounding him regarding his unchecked power and potential conflicts of interest. In most states, termination for misconduct makes the perpetrator ineligible for unemployment insurance benefits — a higher ethical standard than WeWork's top investors seemed to hold Neumann to when he got his golden parachute.
Golden parachutes got their name over 50 years ago to describe the clause in top executive employment contracts that helped them leave with financial cushions after a change of corporate control. Theoretically, this was an incentive to attract the best talent and a disincentive to cling to control when the company would be better off being acquired, even though the big numbers involved would presumably discourage hostile takeovers. Theoretically, this practice would encourage executives to take risks without worrying about termination, though critics argue that the system actually provides little inducement to perform well if individuals benefit from termination. Neumann certainly took risks, but he sought growth over financial prudence, and when the company almost ran out of cash, he clearly benefited from leaving.
This case could turn out to be a multipronged impetus for change in corporate structures and accountability, even in pre-public companies. Investment is an act of faith, built on trust that investors have been given the facts about a business model. IPOs are fewer in number than in recent years and being treated more cautiously, as the enormous valuations of companies that have gone public fail to be supported by the realities of their revenues, let alone profits. If it seems to investors, regulators and the public that every great visionary is full of hyperbole and snake oil, and that high-flying entrepreneurs are taking other people's money for themselves, new growth ventures could come under greater watchdog scrutiny. This could stifle innovation by dampening enthusiasm for disruptive business models like WeWork's and slowing the process of company formation. It could also increase cynicism about companies that claim to be led by ideals but turn out to be fueled by greed instead.
Critics already decry the high ratios of top executive pay to that of the lowest-paid worker (200:1 or more). But imagine how much louder the outcry would be when this can't even be justified as pay-for-performance — you don't get the big bucks unless you deliver results — because of the huge amounts paid to failing CEOs. Calls could get louder for stricter regulations to curb executive pay and limit payoffs for termination. The disparity between the golden parachutes at the top and the low pay and lack of security for ordinary workers could encourage employees in high-flying tech ventures to unionize, becoming allies to striking teachers and auto workers. Collective bargaining is already on the agenda for Uber and Lyft, as lawsuits attempt to force their reclassification from independent contractors to employees with benefits.
Whether these would be good or bad changes remains to be determined. But the Neumann situation brings even greater attention to compensation and governance issues. Companies would be wise to rethink their compensation models on their own before the changes are forced upon them.
