BY MARK HARRINGTON
mark.harrington@newsday.com
July 18, 2007
Six top executives at CA Inc. received more
than $23million in combined salary, stock grants and options and other
compensation in fiscal 2007, according to a financial filing.
The total, which includes stock and option awards received during the year
but granted in prior years, is weighted toward chief executive John
Swainson, whose combined compensation for fiscal 2007 topped $8 million,
according to a proxy statement filed last Friday.
Among the elements of that package was
$143,203 in personal use of CA's corporate jets and helicopter by Swainson
and his family. CA also covered the potential tax implications of that
aircraft use by Swainson to the tune of $20,000.
Personal use of a car and driver by Swainson totaled $3,380, CA said in
its filing with the Securities and Exchange Commission. The company also
provided him $38,978 in relocation/housing expenses during the year, and
another $19,518 to cover taxes for relocation.
A shareholder proposal detailed in the proxy would change company bylaws
to require the chief executive's compensation be approved by two-thirds of
the independent directors. CA's board of directors are advising
shareholders to reject the proposal, the proxy said.
Daniel Moynihan, principal of Compensation Resources, a Saddle River,
N.J., consulting firm, said CA's executive pay numbers "don't seem out of
whack" with the industry.
In addition, he commended the company for the increased level of
disclosure in its proxy, including formulas for determining executive pay,
and new details on executive perks.
"It's nice to see we're finally seeing really good disclosure of the
numbers," Moynihan said.
Russell Artzt, the former executive vice president of product who was
recently appointed vice chairman and founder, received the second-highest
total compensation at CA for the year, at $5.6 million.
That package included $750,000 in salary, $1.88 million in stock awards
and $2.1 million in options. Artzt earlier this year agreed to a
$9-million settlement with CA following an internal report of misdeeds by
past CA executives because of a compensation package granted in 1998.
Artzt was not accused of wrongdoing.
Chief financial officer Nancy Cooper received a compensation package
valued at $2.39 million, according to the filing, including $319,394 in
salary, a $250,000 signing bonus, $593,699 in stock awards and $557,500
for a "non-equity incentive plan."
Kenneth Handal, CA's executive vice president, global risk and compliance,
received $3.3 million in total compensation during the year, including
$500,000 in salary, $879,298 in stock awards, $1.1 million in options, and
$669,000 for the nonequity incentive plan. Handal's personal use of a
company car and driver amounted to $60,000 during the year, according to
the filing.
Chief operating officer Michael Christenson received a package of $3
million for the year, including $618,750 in salary and $1 million in stock
awards.
Robert Cirabisi, the corporate controller who previously served as interim
chief financial officer, made just more than $1 million in total
compensation for the fiscal year.
A CA spokesman defended the pay packages. "CA's executive compensation
program is designed to attract, retain and motivate executives to enhance
profitability and enhance shareholder value," the spokesman said. "It also
helps align the interests of employees with those of CA shareholders."
All of CA's existing directors are standing for re-election at the
company's annual shareholders' meeting, a fact that irked at least one
observer.
"I don't see how investors, customers, employees or anyone else can have
much confidence in CA's transformation when the board just continues to
renominate the same pre-2004 directors that their own special committee
found responsible for the past failures of oversight," said Gary Lutin,
who oversees a shareholder forum on CA. "It looks like they haven't
learned anything, and they're still in charge."
CA in the past has stood by its directors, crediting some with uncovering
past misdeeds and helping its post-scandal transition.
The shareholders' meeting will be 10 a.m. Aug. 22 at the Hyatt Regency
Wind Watch Hotel in Hauppauge.
