Evaluating management

Just in time for my last post, this discussion came up on the MF discussion boards. It's really very rare that I read them, so it was a pretty happy coincidence that this was posted just the other day by TMFCanuck at http://boards.fool.com/Message.asp?mid=25115298

We all know that good management is critical to a companies success. How can an individual investor value management?

Currently I rely on what I can find in the TMF Boards, Newsletters, and searches of the WSJ. All of this stuff is subjective of course. I know that the Staff of TMF must have opinions on this; so... what are they?

Using Occams Razor, What is a solid, simple methodology to use to value management outside the obvious numbers found in financial statments?

This is a great question. Unfortunately, all I can offer is more subjective stuff. I often find myself arriving at an opinion of management only after reading numerous corporate filings - notably the annual proxy and the annual letter to shareholders. Probably most importantly, I rely very much on what management does, rather than what management says.

So, for example, random questions that assault me as I research a company.

* How much stock (not options) do these guys own? How did they get it? What's been their buying/selling history. Have they kept any options that they exercised (a very big positive, in my book).

* What has been the salary and bonus trend for executives? How is bonus determined? Does management disclose the criteria for bonuses? Are such criteria based on the economic returns of the business, or on easily "fudge-able" criteria. How have bonuses and other non-salary compensation been handled during periods of poor business performance?

* What's the make-up of the board? Is everyone elected annually (good), or are there entrenched multiple tranches (bad)? Are there outside connections between board members, or between board members and management? Really, look no further than Friendly Ice Cream (AMEX: FRN) write-up for an example of a really awful board.

* Has the CFO been buying stock? Talking to several academics (who, in general, seem to make lousy stockpickers - anecdotal evidence only), they've relayed some data suggesting that the CFO buying stock is the biggest indicator of outstanding future performance.

* What's the tenure of the board and senior executives? What's their background? Industry related or simply "professional board-sitters"? Have a look at the board and executive of Dawson Geophysical (Nasdaq: DWSN) for an excellent example of an experienced, tenured, and knowledgeable management.

* Are there any little side/sweetheart deals between management and the company. I generally dislike lease deals where management is leasing facilities to the company...although I'm sure the deals are at "market-appropriate rates". All-time great example was DHB back in the hey-day of David Brooks - former CEO. http://newsletters.fool.com/04/online-exclusives/updates/2006/04/06/060406xq0bluc.aspx

* Is there any deadweight on the management team/board? By deadweight, for example, look to see if the Chairman is a former CEO still getting paid a CEO's salary. This is a negative in my book. An example would be Universal Technical Institute (NYSE: UTI), where the Chairman is making mucho coin and continuing to lease facilities to the company. I consider this a black mark on a company that I otherwise like very much.

* How is the CEO compensated in aggregate? My all-time best example here is probably Garmin (Nasdaq: GRMN). The CEO takes a relatively piddling salary ($230K), and his annual bonus has been $203 (yes, you read that right....Two Hundred and Three dollars). Why $203? Well, Garmin has an annual Christmas bonus for all employees that, grossed-up to account for taxes, amounts to $203. Since the CEO is an employee - he gets it...and discloses it. A couple of years ago, his bonus spiked 12-fold (!) but it turns out that he was reporting his 15-year tenure bonus...again, an amount that all employees receive. Moreover, he takes no options and no restricted stock. He owns about 22% of the total shares though, so when the dividend gets paid, he makes a nice tidy sum. Of course, this option is open to all shareholders...want to get paid more from the company? Buy more stock!

So you can see, there's really no "quick cut". Rather, it's digging into the filings, and gaining a broad understanding of how management does things. Are they aligned with you the outside shareholder (i.e. GRMN)? Or do they have a history of enriching themselves without respect for the shareholder (i.e. FRN). This is probably not the answer you were seeking. It is, however, the only one I can offer.

Best,

Jim

My question still remains: how is the subjective measure of management combined with the objective measures of the company? But this is a good start, and I appreciate the post very much.