by the Way . . .

And all these guys were trying to do is to be sensitive and avoid an embarrassing situation. How so? Well, by corporate law you can take whatever you want (if you are the CEO) as long as you get the board to approve it. You think it should be a crime to glom $400 million for your troubles even with board approval? Watch out, there is no stopping point on that slippery slope. Pretty soon you’ll have the FBI is questioning some poor slob laboring at the oars laying off low level employees and only making $8 or $10 million a year. It is important to consider the reasons behind a law.

But this is not an easy law to comply with. Put yourself in the CEO’s shoes. Suppose, considering what you have accomplished, you are clearly entitled to $400 or $500 million and whatever little creature comforts the company can provide for your New York apartment. The directors are all your buddies, sure, but most of them have not been as successful as you. There is old Sam who has never made over $17 million a year in his life. And Brownie, who is doing a heck of a job, but whose board won’t spring for his wife’s birthday party, and he can’t afford it on his $2 million salary. You are kind of sorry you put Brownie on the board, but at least it does keep you in touch with the concerns of the common man. So, are you going to walk into a board meeting and just ask Sam and Brownie and the rest to sign off on your $400 mil? Come on, you didn’t get where you are today being insensitive. Worse, it is embarrassing.

So to avoid embarrassment, you divide things up a little, spread things around, you know. Everybody really knows, but you don’t rub their nose in it. Unfortunately, your efforts to avoid being boorish can lead to even more embarrassing situations.