Stock Option Compensation in Pennsylvania - with stats on pay for performance

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Region's executives cash in on stock options






By Rick Stouffer
TRIBUNE-REVIEW


Sunday, May 25, 2008




Dick's Sporting Goods
Inc.'s Chairman and CEO Edward Stack collected $61.8 million from
salary, other payments and from cashing in stock options last year,
becoming the region's highest-paid executive.

Many executives on this year's annual survey by the Tribune-Review
received double- or even triple-digit increases in 2007 compared to the
previous year -- primarily by cashing in stock options. This comes
despite efforts by activists who want to give shareholders a
"say-on-pay" to bring executive compensation packages under control.


Stack exercised stock options granted by Dick's board of
directors in previous years, received 2 million shares, then sold them
for a whopping $52.3 million profit, which is included in his total.
Excluding this options bounty, Stack's compensation paid directly by
Dick's in 2007 actually dropped by $1.6 million vs. 2006.


Stack's 2007 total blew past 2006's highest-paid executive,
Allegheny Technologies Inc. CEO L. Patrick Hassey, who collected $46.4
million that year.


story continues below





No
fewer than 42 executives last year took home at least $1.2 million. The
Tribune-Review's list includes salary, bonus, the value of stock
options and stock awards made during the year, plus cash received for
pensions, expenses, life insurance and vehicle use. It includes cash
from stock options exercised and stock grants that vested during the
year.


All figures are taken from company proxy statements filed with the Securities and Exchange Commission.



Stack's total resulted from a year of strong profits at Dick's Sporting
Goods, which reported profits in fiscal 2007 ended Feb. 2 of $155
million on sales of $3.89 billion, a 38 percent jump from a profit of
$112.6 million on sales of $3.1 billion in 2006.



Not every company represented on this year's compensation list had a strong year -- even if the top executive did well.


Tollgrade Communications Inc. in Harmar last year lost $26.1
million after a loss of $1.8 million in 2006. Even so, when CEO Mark
Peterson resigned on Nov. 16 to "pursue other career interests," he
walked away with $1.2 million, including a separation payment of
$755,211.



Despite such cases, experts say that more corporations are tying
executive pay to company performance. And overall compensation
increases are slowing.


"Overall, chief executive pay continues to go up, but the pace
has dramatically slowed," said Paul Hodgson, senior research associate
at The Corporate Library, Portland, Maine.


Consulting firm Mercer found total direct compensation for 300
companies surveyed fell by nearly 7 percent, not including stock option
proceeds.



"Over the year, corporate performance declined, and CEO compensation
was down," said Diane Doubleday, Mercer's global leader for executive
remuneration services, in San Francisco.


Compensation experts agree that pay-for-performance, linking an
executive's overall compensation to how well the company performs,
continues to grow in importance and has become the dominant instrument
directors use to determine compensation.


That has followed meltdowns at Enron Corp., WorldCom and other
high-profile companies, which prompted Congress to adopt the
Sarbanes-Oxley Act of 2002. It required public companies to file
extensive reports on audits, executive compensation and company
securities, plus held executives more accountable for their actions.


"Boards today are much more circumspect -- they're scared --
and they want to make sure they're getting good value for their money,"
said Ted di Stefano, managing director of investment banking firm
Capital Source Partners, of Narragansett, R.I.


"With all the new compensation disclosure rules, it may sound
harsh, but you can't get away with things anymore," said Jeff Bacher, a
Philadelphia-based senior consultant with management consulting firm
The Hay Group. "I think directors really want to do the right thing."


Di Stefano said that pay-for-performance has increased
substantially over the last six years, one reason being no director
wants to draw attention to a company for the wrong reasons.


"Directors are exacting a quid pro quo from executives," di
Stefano said. "When shareholders and the media see an egregious
situation, where an executive is paid millions and the company
continues to do poorly, that becomes a high-profile case -- and boards
don't want that publicity."


Dick's Sporting Goods' Stack led all executives in cash
collected by exercising stocks options or stock awards that vested
during the year.



Second place in this year's list went to Allegheny Energy Inc. Chairman
and CEO Paul J. Evanson, who took home $34.7 million in options
exercised and stock vested.



Traditionally, executive's received annual increases in their based salaries and bonuses, but that is changing, experts said.


On the Tribune-Review's two most recent lists base salary
increases ranged from zero to 24.2 percent. Mercer's survey found 40
percent of companies gave no salary increase in 2007, and more than 60
percent gave raises of 5 percent or less.


Western Pennsylvania is a bit unique when it comes to awarding
bonuses, compensation experts said. While nationally, nearly 15 percent
of companies gave no bonus last year, a whopping 78.6 percent, 33 of 42
executives, received no bonus locally in 2007.



The Corporate Library's Hodgson said a zero in the bonus column doesn't mean similar compensation is being withheld.


"More companies are moving money into the nonequity compensation
column from bonus," Hodgson said. "There's a stigma attached to
'bonus,' so companies are moving the compensation to nonequity
compensation so shareholders will see they're trying to move more to
performance-based compensation."


On this year's list, 33 of the 33 executives who received zero
bonus received an amount under the nonequity, or cash, compensation
category.


The say-for-pay shareholder movement, which received a great
deal of media attention last year during annual meeting time, seems to
have fizzled this year, compensation experts said.


With say-for-pay, shareholders are given an advisory,
nonbinding vote on executive compensation. The board of directors'
compensation committee still holds the purse, but shareholders at least
can vote their conscience.



"Personally, I think say-for-pay is a flash in the pan," said The Hay
Group's Bacher. "I think it's because of much clearer disclosure in the
proxy statement."


Richard Ferlauto, director of corporate governance and pension
investment at the American Federation of State, County and Municipal
Employees in Washington, disagreed with Bacher's assessment.


"Say-on-pay continues to be front and center at shareholder
meetings," Ferlauto said. "This meeting season, we've had five
instances where the resolution received 50-plus percent of the vote
(from shareholders). All of last year, we had eight total."


Ferlauto admitted that he and other say-on-pay proponents
expected to see some very big positive votes at some large banking
companies, such as Citigroup, Wachovia and Merrill Lynch.


"I think people were more focused on the subprime mortgage
problems, plus in some cases the CEOs already were gone," Ferlauto
said.



Attorney Broc Romanek, editor of the Web site www.thecorporatecounsel.net,
which provides guidance on legal issues involving corporate and
securities regulation and corporate governance practices, sees a lot of
talk about say-for-pay, but nothing substantive coming of it.


"It's weird. The statistics from this year's shareholders'
meetings so far show shareholder support for say-for-pay running in the
41 percent to 43 percent range, the same as last year," Romanek said.
"That's surprising, given all the problems at the Wall Street banks,
with Countrywide Financial and others."


 



 



Rick Stouffer can be reached at rstouffer@tribweb.com or 412-320-7853.



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