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Heard off the street: Tough requirements mean more attention to executive pay
Sunday, July 06, 2008

When it comes to executive pay, some die-hard reformers will go to their graves railing against the outrageous sums being paid to the top executives at public companies.

That's only natural given how much some of the objects of their disaffection will take to theirs.

The estate of Robert P. Kelly, CEO of Bank of New York Mellon, would receive $38.3 million in the case of his death, while the beneficiaries of Consol President J. Brett Harvey would receive $34.8 million, according to proxy statements sent to shareholders of those companies this year.

Those amounts pale in comparison with the death benefits other companies provide, perquisites sometimes referred to as "golden coffins" or "pay for not performing."

Take Nabors Industries. The Bermuda-based oil and gas drilling contractor's proxy discloses that the estate of Chairman and CEO Eugene Isenberg would receive $433.6 million in the event of his death.

These and other curious components of compensation are available thanks to increased disclosure requirements phased in over the last two years by the Securities and Exchange Commission. The regulations have given more heft to proxy statements, although observers differ on how much of the added bulk is muscle and how much is fat. But to the extent that the extra detail informs investors, the reform is viewed as a good thing.

"The increased disclosure is fueling expanded attention on the compensation issue," said Timothy Smith, senior vice president of Walden Asset Management in Boston. "The debate on pay isn't going away. There's too much interest."

Readers of the fine print will find a wealth of data but risk expiring either from laughter or elevated blood pressure. To wit:

• PNC Financial Services Group reimbursed Vice Chairman Edward J. Kelly III for a $7 million tax bill triggered by payments he received when PNC purchased Mercantile Bankshares, the Baltimore bank where Mr. Kelly was CEO.

• Former Tollgrade CEO Mark Peterson, who resigned last year to pursue the proverbial "other interests," received $755,211 under his employment contract with the Cheswick telecommunications equipment provider. Chances are slim Mr. Peterson's departure and the payment had something to do with pay-for-performance: Tollgrade shareholders have experienced annualized losses exceeding 7 percent over the last five years.

• MTR Gaming Group Chairman, President and CEO Edson Arneault's perquisites included $184,065 for company-provided housing. Granted, an executive who pulls down a salary of $1.1 million at a company that's generated annualized losses of 3 percent over the last five years has to live somewhere.

Proxy readers willing to stray farther from home may be interested in the disclosures of Shaw Group, a Baton Rouge, La., engineering and construction services company that purchased Monroeville-based IT Group in 2002. Perquisites Shaw's shareholders paid for include $233,578 for security services at the home of Chairman, President and CEO James M. Bernhard Jr. Mr. Bern-hard, the company's founder, also received $405,553 for use of the corporate jet and $8,300 for a personal trainer.

While there are ample examples to inflame critics, most boards of directors are reasonable when it comes to determining executive compensation says Bruce Ellig, a former Pfizer executive who advises corporate boards on compensation issues. For those who are not, the broader disclosure will help institutional investors and reformers bring them back in line, he says.

"This is a very positive force," Mr. Ellig said.

The increased disclosure is fueling efforts promoting shareholder referendums on executive pay. More than 75 investors who manage more than $1 trillion in assets sponsored "say on pay" resolutions at more than 90 companies this year, Mr. Smith says. The investors include state and city pension funds, TIAA-CREF, organized labor and Mr. Smith's firm.

The proposals ask companies to give shareholders a nonbinding vote on compensation practices. In effect, they are opinion polls that let boards know how investors feel and do not require policy changes. The proposals received more than 40 percent support at a majority of the companies, Mr. Smith says. A half dozen or so received more than 50 percent support.

Legislation currently before Congress would require annual shareholders votes on executive compensation as well as golden parachute payments made to executives in the event of a merger or takeover. Sponsors include Democratic presidential candidate Barack Obama.

Some reformers oppose the legislation but back "say on pay," believing Congress shouldn't be in the business of writing proxy proposals. Others favor relying on measures currently available. Shareholders "should retain their authority over directors by being able to vote them out -- the ultimate 'say on pay,' " said Charles Tharp, executive director of the Center on Executive Compensation.

While the debate simmers, executive pay continues going up and corporate profits are headed down. The divergence will test whether, when it comes to executive compensation, it's a question of "no gain, no pain."

Len Boselovic can be reached at lboselovic@post-gazette.com or 412-263-1941.
First published on July 6, 2008 at 12:00 am