Forces at Work to Lift Veil of Secrecy Around CEO Pay
The email from a usually voluble credit union executive who had been asked to comment on the secrecy that surrounds compensation of top managers at federally chartered credit unions said, “Too touchy of a subject for me. Sorry.”
That is where matters typically stand in regard to credit union senior executive pay.
For a decade–going back to when the Sarbanes Oxley Act of 2002 mandated greater transparency in publicly held companies–forces have been gathering to prod credit unions into more openness, starting with demands to open the salary account books. And other forces, often the senior managers themselves, have resisted those demands.
Federally chartered credit unions are under no obligation to publicly release data around executive compensation. State-chartered credit unions, by contrast, are obligated to annually file IRS Form 990, which asks for salary data. Much of that information is available for viewing, at no charge, at Guidestar.org.
Some inside federally chartered credit unions privately admit they are very happy not to fall under the state-charter compulsion to reveal.
Silence may be today’s status quo, but many experts nonetheless indicate they believe the secrecy can no long prevail. Many forces, from credit unions foes to governance advocates inside the Government Accountability Office, have been raising voices insisting that the pay for top credit executives be made readily available at least to members.
The analogy is to publicly held corporations, which, by SEC fiat, annually publish the compensation of CEOs, the chief financial officers, and the three other most highly compensated executives.
A few clicks on the Internet swiftly discovers massive amounts of data on the compensation of bank executives such as the $23.1 million paid in 2011 to JPMorgan Chase’s CEO Jamie Dimon or the $19.8 million paid Wells Fargo CEO John Stumpf.
And the same data is available for smaller, community banks. If the institution is publicly held, the pay data is public.
Similar should be true for federally chartered credit unions, a range of voices have maintained. As far back as 2006, the GAO filed a report titled “Greater Transparency Needed on Who Credit Unions Serve and on Senior Executive Compensation Arrangements.” In the report, GAO wrote, “Federal credit union executive compensation is not transparent....NCUA legal opinions have stated that member access to credit union records is generally a matter of state law but that federal credit union members ‘have inspection rights similar to those enjoyed by a shareholder in a corporation’ and that ‘the general rule in most jurisdictions is that a shareholder is entitled to inspect corporate minutes and other records as long as he has a proper, nonvexatious purpose.’ However, we could not determine to what extent credit unions and credit union members were aware of this information.”
In 2008, a report to the NCUA by its Outreach Task Force spearheaded by board member Gigi Hyland urged the regulator to collect data around senior executive compensation at federally chartered credit unions.
In response to a request for comment on what had happened to the Outreach Task Force report inside the NCUA, spokesperson John Fairbanks, in an email, wrote that as of 2010 NCUA required disclosure of compensation of executives at corporate credit unions.
He added that the recommendations of the task force report have been presented and discussed. But, since then, the recession, with its deep shocks to the financial system as a whole as well as to the credit union industry, intervened. Then, Dodd-Frank passed and required, under Section 956, joint rulemaking on the issue of incentive-based compensation for institutions with more than $1 billion in assets. This is still in process, and he said the NCUA is ready to act when that process is completed.
Disclosure of pay at federal credit unions remains stalled and a beneficiary appears to be banks. Keith Leggett, a vice president at the American Bankers Association, said in an interview that the lack of transparency is regularly raised by bankers in their visits to members of Congress. “Credit unions love to talk about how members are owners. But they are treating their member owners like mushrooms,” that is, they keep them in the dark, elaborated Leggett.“When credit unions aren’t transparent they are being duplicitous.”
Michael Lozoff, chair of the credit union practice at Miami law firm Shutts and Bowen, offered a more measured perspective on the transparency issue.
“Those who argue against disclosure of executive pay often cite competition and privacy issues in support of their position. Some argue that contractual relationships between an employee and the credit union are within the exclusive province of the board acting as the elected representative body of the membership. Others argue that such disclosure represents a slippery slope leading to other and additional disclosures, providing credit union members with unwarranted amounts of information. Some say that members already have a right to inspect books and records, to review the financial condition of the credit union, and to seek office themselves, or seek the removal of sitting directors, if they are unhappy with the credit union’s direction.”
Lozoff was adamant that, personally, he does not have a position regarding disclosure. Nonetheless, added Lozoff, when transparency is looked at dispassionately, the winner in this debate seems obvious. “It is abundantly clear that the arc of our future bends increasingly toward disclosure and transparency. It is unlikely that those seeking to protect the status quo will find sufficient support to resist that momentum.”
Olympia, Wash-based credit union consultant Marvin Umholtz added his perspective. “Although I am certainly not ready to lead the charge to mandate that credit union CEO compensation disclosure be universal, best practices would suggest that this information be voluntarily made publicly available. It’s just a matter of time before not doing so will constitute a reputation risk. What has the credit union got to hide? Probably nothing, so why not?”
At Motorola Employees Credit Union, an $888 million institution in Schaumburg, Ill., CEO John Fiore said in an interview, “I have never had a member ask what I make, ever. I don’t think this is an issue with members. They elect a board to handle this for them.”
Fiore thoughtfully added that, in his opinion, “banks wouldn’t disclose their salary information if they did not have to.”
And yet, concluded Fiore after he had chewed on the pros and cons of disclosure, “I think it will happen”– that is, the NCUA will come around to requiring compensation disclosure, at last for bigger credit unions.
“And,” added Fiore, “it will probably be a healthy thing.”