Regal treatment of execs continued in 2002

SAN FRANCISCO -- The fallout from a dreary economy, corporate scandals and three straight years of stock market losses hasn't put much of a dent in executive paychecks.

Most of the nation's top executives continued to collect lucrative compensation packages during 2002, angering critics who believe the rewards reflect an insensitivity to the financial duress facing much of the country.

"Times are tough, but executives are still living like we're in the Roaring '20s. It's mind boggling," said Brandon Rees, research analyst for the AFL-CIO, which is lobbying for compensation reform.

By some estimates, investors have lost $7 trillion on paper since the stock market peaked in March 2000. Meanwhile, the nation's unemployment rate rose from 4.7 percent in 2001 to 5.8 percent in 2002, swelling the jobless ranks by another 1.6 million people.

The setbacks haven't significantly changed the overall pay of chief executive officers, although corporate boards have said they want compensation packages to parallel the ups and downs of the stock market.

Golden eggs still coming

The midrange CEO salary and bonus rose to $1.8 million in 2002, a 10 percent improvement from 2001, according to a survey of executive compensation at 350 large publicly held companies. The survey was conducted by Mercer Human Resource Consulting.

"The goose that has been laying all those golden eggs still hasn't been butchered," said Bruce Ellig, author of "The Complete Guide to Executive Compensation."

News about big paychecks has come out over the past month as publicly held companies submitted annually required reports on executive compensation.

Some signs of restraint emerged among a few companies that refused to pay executives bonuses amid the economic misery. Some executives also declined to take bonuses.

But with most executives still able to command premium prices, corporate boards find it difficult to reduce the pay packages because they want to remain competitive, said Robin Ferracone, a partner at Mercer Human Resource Consulting. "Everybody wants to be above the 50th percentile," she said.

Salaries and bonuses represent just a small part of the generous compensation packages for top executives at many of the nation's largest companies. Stock options, restricted stock awards, enhanced pensions and long-term incentive plans also elevated executive pay.

For example, at defense contractor Honeywell International, recently hired CEO David Cote's 2002 compensation package included $3.56 million in "other annual compensation" on top of his salary and bonus of $3.17 million.

The peripherals included: $118,667 to pay Cote's legal bills, $61,475 for his personal use of corporate aircraft, $60,300 for temporary housing, $28,944 for personal use of a company car and a $2.7 million "make-whole" payment to cover a bonus Cote would have received had he not resigned from TRW Inc. to take the Honeywell job. Honeywell also reimbursed him $394,903 for some of the taxes he incurred from all the extra income.

Cote is scheduled to receive another $2.3 million "make-whole" payment this year.

Shares worth $25 million

Meanwhile, Honeywell's stock dropped 29 percent between Cote's February 2002 hiring and the end of the year, wiping out $7.7 billion in shareholder wealth.

In its annual report to shareholders, Honeywell's compensation committee said it negotiated Cote's contract after it "considered competitive market data ... at large industrial companies."

Cote's extra pay helped boost his total 2002 pay to $31.9 million, ranking him among the 10 highest paid executives nationwide last year. He also received 755,863 shares of Honeywell stock, valued at $25.1 million, that began to vest in November. Cote must remain with Honeywell until July 2012 to get all the shares.

Cote was one of the nation's top paid executives identified through Aon Consulting's eComp database, covering executive compensation disclosures that had been filed with the Securities and Exchange Commission through April 18.

The two highest paid executives on list -- Tyco International's Mark Swartz and L. Dennis Kozlowski -- have been vilified as symbols of corporate excess for the money they carted away from the scandal-ridden conglomerate. Both men, who resigned from Tyco last year, face criminal charges of fraud, allegations that they deny.

Swartz, Tyco's former chief financial officer, received compensation valued at $78 million last year while Kozlowski collected $76.6 million, according to Aon's analysis.

Tyco is suing both men to force them to return much of the money.

Recent corporate scandals have prodded many corporate boards to take a harder look at executive pay. "There has been a real wake-up call for boards to see what has been going on underneath their noses all these years," Ferracone said.

More shareholders are pressuring for change, too. Through mid-April, 316 shareholder resolutions focused on executive pay had been filed at U.S. companies, up from 106 last year, according to the Investor Responsibility Research Center.

Becoming more frugal

The heightened awareness and public attention will eventually drag down executive paychecks, predicted Pearl Meyer, chairman of Pearl Meyer & Partners, an executive compensation consulting firm. "The golden era of executive compensation is gone," she said.

Some companies became more frugal last year.

Georgia Pacific Corp., for instance, decided not to pay its CEO, Alston "Pete" Correll , a $2 million bonus he had earned under an incentive plan because of stock market losses its shareholders suffered. Georgia Pacific's stock plunged by 68 percent between the end of 1999 and the end of 2002, shaving $8.8 billion.

American Electric Power Co. Inc., which runs utilities in 11 states, made a similar move, withholding the 2002 bonus earned by CEO E. Linn Draper Jr. "due to the company's overall financial performance." The Columbus, Ohio-based company lost $519 million last year and its stock plunged 37 percent.

Other executives voluntarily relinquished bonuses. James Sinegal, the CEO of discount merchant Costco Wholesale, refused to take a bonus for the second consecutive year, making do with total compensation of just under $374,000.

Other top executives who denied themselves bonuses in 2002 included Citigroup Inc.'s Sanford Weill, FleetBoston Financial Corp.'s Charles Gifford and Charles Schwab Corp.'s co-CEOs, David Pottruck and Charles Schwab. Pottruck and Schwab also surrendered 5.4 million stock options -- many of them currently worthless.

But PG&E Corp., which owns a Northern California utility that has been in bankruptcy for two years, gave CEO Robert Glynn Jr. a bonus of $787,500 despite losing $874 million in 2002 and seeing its stock shed 28 percent of its value.

For many executives, stock options distributed in previous years remained valuable, despite the market's downfall.

Alfred Lerner, who was CEO of credit card giant MBNA Corp., realized a $168.9 million gain on stock options before he died in October, representing the biggest windfall in Aon Consulting's survey. MBNA also paid a posthumous bonus of $6 million to Lerner's estate.

Executives continued to collect "golden parachutes" when they left jobs, as well as lucrative "golden hellos" when they accepted new assignments.

Michael Capellas, who is trying to resurrect bankrupt WorldCom, capitalized on both trends last year. He got a $23 million severance package after resigning as Hewlett Packard's president in November, then joined WorldCom in a deal expected to pay him at least $20 million in three years.

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On The Net:

Aon Consulting's eComp Database: www.ecomponline.com

AFL-CIO's executive pay site: www.paywatch.org

Mercer Human Resources Consulting: www.mercerhr.com

Pearl Meyer & Partners: www.execpay.com