Reading the proxy statement as a behavioural forecast: what a pay scheme is really buying, and how to score culture without a number.
1. Translate every incentive into the behaviour it actually pays for
The repeatable method
- Take each metric someone is paid on and restate it from the earner's point of view — not what management intended, but what the fastest route to the payment is.
- List the shortcuts that route creates. Paying per completed ride pays for speed and for skipping the clean-up.
- Check the observable symptoms — complaints, sales mix, returns, churn — against that list before blaming culture or execution.
- The rule to hold: "You will always get more of what you reward."
Here: XRX sold more of its inferior copier because commissions were higher on it. UBER paid per completed ride and was really paying for "going faster / driving more aggressively / not taking time to clean up after the last ride"; re-basing on ratings and safety fixed it.
Watch for
- A metric that looks like output but is really an input — completed rides, units shipped, calls closed — where quality is unpriced.
2. Score management pay on three specific tests before trusting the numbers
The repeatable method
- Open-market purchases: are insiders paid in cash and buying stock themselves, or being granted it? Granted shares dilute you; bought shares cost them.
- Skin in the game: is the value of shares owned "significantly higher than the manager's annual salary"? Use the ratio to salary, not the percentage of the company, so it works at any size.
- Long-term targets: are bonuses tied to multi-year measures like ROIC rather than quarterly earnings or the share price?
- Read the proxy statement for all three before accepting a growth story — the pay scheme forecasts behaviour better than the strategy deck does.
Here: the three-item list is stated verbatim, with family-owned companies offered as the structural shortcut (a Credit Suisse study cited for their long-run outperformance) and
KKR and
MSCI named as current open-market buyers — the same signal that becomes the confirming evidence for both in
March.
Watch for
- Insider ownership that is entirely granted equity — the percentage looks identical on a screen and means the opposite.
3. Treat short-term targets as a forecast of three specific distortions
The repeatable method
- When pay is tied to quarterly earnings, look for underinvestment first: R&D and maintenance cut to meet a number.
- Then for pulled-forward revenue — channel stuffing, discounting into quarter-end — which shows up as next year's shortfall.
- Then for buybacks executed at high prices to hit an EPS trigger rather than because the stock was cheap.
- Each has a financial fingerprint: falling capex-to-depreciation, rising receivables, and buyback prices well above the year's average.
Here: Munger's "a dumb incentive system gives you dumb outcomes," expanded into "Underinvest… Borrow from the future… Inflate EPS: Buying back expensive shares just to hit a bonus trigger." Note the tension with the same archive counting buybacks as shareholder return elsewhere — the distinguishing variable is the price paid.
Watch for
- Buybacks praised without a price reference — the same action is value creation or bonus management depending on the multiple it is executed at.
4. Use a public employee-review score as a culture proxy, with a stated threshold
The repeatable method
- Accept that culture cannot be quantified, then find an indicator rather than a measurement.
- Use anonymous employee reviews and set a threshold in advance — "a good Glassdoor rating is usually above 3.5 out of 5" — so the test is not retrofitted.
- Read the CEO-approval percentage alongside the overall score; they can diverge and the divergence is informative.
- Treat it as a screen for the obviously broken rather than as evidence of excellence.
Here: LOTB.BR — "a rating of 3.7 stars on Glassdoor" and "83% of employees approve Jan Boone," alongside Dalio: "The key to having success is having the right people, and the key to having the right people is having the right culture."
Watch for
- Self-selected samples and small review counts — a 3.7 from forty reviews at a multinational tells you very little.
5. Run the qualitative work first, and let it still lose to the price
The repeatable method
- Do the ownership, tenure, culture and capital-allocation work before opening the valuation.
- Score it honestly — insider ownership percentage, CEO tenure, ROIC through that tenure, employee ratings, EPS growth over a decade.
- Then apply the valuation gate, and be willing to decline a company that passed every earlier test.
- Keep the write-up. It is reusable the moment the price moves, which is the whole point of doing it before you need it.
Here: LOTB.BR — 50.2% insider ownership, CEO since 2011, a 3.7 Glassdoor rating, 83% approval, ~12% annual EPS growth for a decade, "a deep moat" — and then: "The numbers look great. And yet I don't own any shares… The reason? A high valuation." The same pattern as FICO in
March.
Watch for
- Qualitative excellence quietly becoming a reason to overpay — a great owner-operator at the wrong multiple is still the wrong purchase.
6. Name your own structural biases and check the position against them
The repeatable method
- Identify the biases in your own book — home country, sector familiarity, currency — and state them plainly.
- Check whether a candidate is attractive on its merits or because it is familiar.
- Keep the familiar name on a watchlist rather than banning it; the bias is in the reasoning, not in the company.
Here: "As a young investor, I struggled with home bias. My entire portfolio was invested in Belgian stocks. Today, I don't own any Belgian stocks. But I do have one Belgian business on my radar" — followed by a full write-up of LOTB.BR that still ends in a pass.
Watch for
- Over-correction — refusing a good business because it is local is the same error with the sign flipped.
Methods distilled from the archived Compounding Quality post for personal study. Not investment advice.