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Earning their keep? – Boards get tough with CEOs on salaries

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East Bay Business Times - April 16, 2004


MICHELLE WHITE
EAST BAY BUSINESS TIMES

Performance pay
basics for CEOs


Earning their keep?

CEO compensation increasingly is tied to profits as investors demand performance in exchange for multimillion-dollar compensation packages. But many believe execs still aren't carrying thier weight and may soon get some big-dollar - and unearned - rewards.

Boards get tough with CEOs on salaries

By Jim Cole

Lafayette business consultant David Broman was thoroughly underwhelmed this week when he saw fresh data suggesting the boards of America's largest corporations are holding CEOs' toes to the fire when it comes to compensation.

"Excessive compensation at the executive level is going to soar again," he predicted. "There will be another round in the public markets sector of, 'I thought you took care of this!' "

Broman, CEO of Syzygy Consulting Group, was not impressed by the 2003 edition of The Wall Street Journal/Mercer Human Resource Consulting CEO Compensation Survey.

Companies increasingly are tying salaries and bonuses to company performance and relying less on stock options, according to the survey of the 2003 executive pay packages at 350 publicly traded companies. The study found that the median CEO salary rose 4 percent to $950,000 and the median bonus rose 7 percent to $1.1 million compared with 2002. Meanwhile, corporate revenue grew by a median of 7 percent, net income rose 19 percent and total shareholder return rose 27 percent.

"Compensation committees are definitely drawing the line. Boards and directors have heard the message that enough is enough," said Marty Katz, leader of Mercer's Western executive compensation practice.

East Bay corporations included in the latest survey showed the range of salary, bonus and stock option compensation strategies in 2003.

David O'Reilly, CEO of ChevronTexaco Corp., enjoyed a 151 percent increase in compensation - a $1.3 million salary and a $3.2 million bonus - in 2003, while his San Ramon oil giant reported a 539 percent increase in net income last year. His total compensation - including salary, bonuses and realized stock option gains - was up 81 percent, while ChevronTexaco shareholders reaped a 35 percent total return, compared with a 24 percent increase for industry peers.

Former Clorox Co. CEO Craig Sullivan's salary and bonus shrunk 11 percent to $2.7 million at the same time that net income rose 53 percent at the Oakland consumer products manufacturer.

Sullivan's cash and realized stock option gains last year totaled $19 million, up 172 percent from 2002. Total shareholder return was 5 percent last year.

At Oakland's Golden West Financial Corp., where net income rose 15 percent, co-CEOs Herbert and Marion Sandler received 5 percent salary and bonus hikes. His total direct compensation rose 13 percent, while her cash and realized stock option compensation fell 45 percent from 2002. Total shareholder return was 44 percent, according to The Wall Street Journal/Mercer survey.

Katz said the national data show corporate compensation is increasingly coming in line with corporate performance.

Companies nationally - although not in Silicon Valley - are also gradually moving away from stock option grants to reduce shareholder dilution and turning instead to restricted stock for long-term rewards, he said. Although companies generally are reducing the use of stock options, the more significant move last year, Katz says, was the shift away from "megagrants."

The number of companies giving CEOs stock options slipped 6 percent last year to 278. More interesting, says Katz, is that the number of companies granting options with a face value of at least eight times the CEO's annual compensation plunged 66 percent to 22 in 2002 from 62 megagrants in 2002.

Katz says the data shows that companies are responding to shareholder pressure.

"Compensation committees are drawing the line and they're saying, 'We're under the microscope from institutional investors and shareholder activists," Katz said.

Nonetheless, some observers say there are still too many corporate compensation cabals.

"You're making some people's packages very lucrative with lukewarm performance at the company," said Katherine Beall, an HR and personnel consultant in Dallas. "Public companies are moving in the right direction, but it's going to be a slow haul."

Broman says corporate compensation committees are still not advancing the interests of shareholders. He sees cozy relations between boards and CEOs, many of whom are the chairman of the board, preventing boards from genuinely reforming compensation formulas.

Those boards could learn a thing or two from private technology companies, where executives are more accountable to their investors - and salaries and job security are tied directly to increasing the value of the company.

Joe Schmoke knows about radical compensation formulas. Every two weeks, he and employees at UCI Web Group Inc. get a taste of how well the Mountain View Web services company is hitting its revenue targets. If sales are 85 percent of the goal, guess what? Chairman and CEO Schmoke and everybody else's paycheck is 15 percent thinner.

This seemingly Draconian compensation scheme saved the company during the economic downturn. The entire company embraced the structure - after executives at UCI's Stamford, Conn., unit opted to not cut their salaries at the outset of the economic slowdown, and the unit folded in early 2001.

That year, Schmoke told managers at the company's units that they needed to focus on survival by saving cash and performing.

"And performing didn't mean singing and dancing. It meant creating positive cash flow for the business," he said.

Executives and employees set sales targets and agreed to tie their paychecks to achieving those targets. Sales above the targets don't mean bonuses. Rather the money is pumped into the company to increase shareholder value. Schmoke said the company is growing slowly and is marginally profitable.

Schmoke says UCI's salvation, including the compensation structure, is the most radical team effort he's seen in his more than three decades managing people. "This is like a sports team getting together to say, 'This is what we have to do to win the game.'"

At public companies, the sport of choice today seems to be investors swinging bats and clubs at boards and CEOs. Next week when Pacific Gas & Electric Co. holds its annual meeting, CEO Robert Glynn will have to fend off a swarm of shareholder demands. Those demands will include a Sheet Metal Workers Pension Fund plan to cap the CEO's salary at $1 million and the cash bonus at $1 million, and a proposal from Alameda resident Simon Levine to rein in severance packages.

The compensation packages at public companies will still deliver giant rewards to top executives on relatively modest stock gains, while private company executives have suffered more dramatic and prolonged cuts in their cash and equity compensation packages, says Broman, who conducts an annual compensation survey of private technology companies.

"Private companies are literally adjusting compensation downward," says Broman.

That's not the case for CEOs of many public companies, he says. "When the market does well, these executives are still being loaded up pretty well."

Katz says corporate compensation committees can't penalize CEOs for the economic downturn. If bonuses were withheld until stock prices recovered to early 2001 levels, "I would suggest you wouldn't have that many executives hanging around," Katz said.

"You don't lavish billion-share option grants on people, but you have to provide fair and competitive compensation packages," Katz said. "Boards are tougher than ever at evaluating CEO pay."

Reach Cole at jcole@bizjournals.com or 925-598-1414.

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