ALL BUSINESS:
Proxies Fall Short on Pay
By RACHEL BECK 03.30.07, 12:12 PM ET
Shareholders shouldn't rely on the new "total" compensation
disclosures in this year's proxy reports to tell everything about CEO
pay. The numbers presented are hardly the real deal.
That's because total pay is calculated using accounting rules that
can greatly sway - and at times downplay - the true size of the pay
for the nation's corporate leaders.
The result makes it hard to have faith in what's being reported,
especially those showing CEOs taking big pay cuts - or in some cases
even negative numbers.
This isn't what many shareholders were looking for when they
lobbied hard for one number to appear in corporate proxies that would
give them an easy-to-understand and complete picture of an executive's
compensation in a given year.
For a while last year, it looked like they would get what they
want. The Securities and Exchange Commission proposed new disclosure
rules requiring companies to present a straightforward "total" amount
in a new Summary Compensation Table that was intended to tie together
all aspects of compensation.
That fell apart in December when the SEC decided to change how
stock options and awards would be presented.
Instead of companies using the fair value of the stock options and
awards granted to executives in the last fiscal year as the basis for
the stock compensation figure on the summary table, the SEC instead
directed them to use a figure that reflected the cost of options and
awards that vested during the fiscal year.
The SEC made such changes so that only options actually earned in a
given year are accounted for, and that would then match the option
expense being deducted from earnings. Critics, however, say the move
could lower costs by spreading them out over several years, and stock
grants from previous years could be included in total compensation for
a given year.
"The number in the summary table is the compensation cost
recognized by the company, but it isn't how the (board's) compensation
committee was thinking about the pay package granted to the executive
that year," said Alexander Cwirko-Godycki, senior analyst at
compensation research firm Equilar Inc. in San Mateo, Calif. "That's
where there is a disconnect."
With the proxy season now under way, it is clear how dramatically
that has altered what is being reported as total compensation.
Just look at the situation at Brookfield Homes Corp., where CEO Ian
Cockwell lost $2.3 million last year - at least according to its
negative "total" compensation figure in its proxy statement.
That was entirely due to how the Fairfax, Va.-based company
measured the cost of its stock options and deferred shares, which were
revalued based on a decline in its stock price. Brookfield reported a
negative $3.08 million on its summary compensation table for stock
options and awards as a result.
But Cockwell hardly lost money - his compensation really came to
about $1.7 million. He made $300,000 in salary, $320,000 in bonus and
about $170,000 in other compensation, all of which were detailed on
the summary table. Investors then had to jump to the Grants of
Plan-based Awards table, also a new table, to find that the estimated
value of the stock options and awards the company granted him during
the year totaled $950,000.
Marshall & Ilsley Corp. also reported a negative total pay for its
former CFO John Presley. He left the Milwaukee-based financial
services company last March, and as a result, he forfeited options to
purchase 85,000 shares of common stock, 15,000 restricted stock awards
and 10,000 stock units under the company's 1994 incentive plan.
That resulted in his total compensation for last year coming in at
a negative $315,734, despite the fact that he earned $86,833 in salary
and $45,927 in other compensation for the three months he worked at
the company in 2006.
Equilar looked at 900 executive compensation totals using the new
proxy disclosure rules and found that 2 percent of executives had a
negative number within the summary table, and 0.3 percent had a
negative total number.
Total pay amounts can also be skewed by requirements to vest all
stock awards and options for any executives reaching retirement age -
even if they have no intention to retire.
In the year that executives become eligible for retirement, pay can
be inflated because the full value of stock compensation will be
included all at once, rather than spread over the vesting period. Pay
then may be lower in the subsequent years.
That requirement also could make an executive's pay look much
larger or smaller than others at his company, or his peers in the
industry. In addition, the age when executives hit retirement
eligibility varies from company to company, with some starting around
55 while others go into the mid-60s.
To illustrate the difference, Equilar's Cwirko-Godycki noted that
United Technologies Corp.'s CEO George David received option awards
valued at $7.2 million while COO Louis Chenevert received option
awards with a value of $3.7 million. But Chenevert got more stock
options last year - 501,500 compared with David's 390,000.
Since the 64-year-old CEO David was eligible for retirement, all of
his options vested. Chenevert is only 49, so a third of his options
vest each year, resulting in a lower compensation figure in
comparison.
With the total pay numbers not being all they seem, some companies
are taking the initiative to give shareholders a better view of what
executives were granted in the last year.
Among those is Charlotte, N.C. -based Goodrich Corp., which Equilar
notes, offered up the standard summary table and a supplementary
table, which adjusted the stock compensation figures to include the
fair-value of stock awards and options granted in the last year
instead of what vested in that time.
That adjusted the pay for the aerospace and defense products
manufacturer's CEO Marshall Larsen from $15.8 million on the summary
table, to $8.9 million in the revised table - certainly a smaller
number, but a far better one for anyone who wants a more accurate fix
on pay.
Rachel Beck is the national business columnist for The Associated
Press. Write to her at rbeck(at)ap.org
Copyright 2007 Associated Press. All rights reserved.