Maine news, sports, weather from Portland Press Herald / Maine Sunday Telegram, Portland, Maine

May 27, 2012

IT'S GOOD to be CEO

As pay for chief executives increases for a second year in a row, shareholder activists see some victories, including stock awards based on company performance, instead of cash bonuses.

By CHRISTINA REXRODE and BERNARD CONDON The Associated Press

Profits at big U.S. companies broke records last year, and so did pay for CEOs.

The head of a typical public company made $9.6 million in 2011, according to an analysis by The Associated Press using data from Equilar, an executive pay research firm.

That was up more than 6 percent from the previous year, and is the second year in a row of increases. The figure is also the highest since the AP began tracking executive compensation in 2006.

Companies trimmed cash bonuses but handed out more in stock awards. For shareholder activists who have long decried CEO pay as exorbitant, that was a victory of sorts.

That's because the stock awards are being tied more often to company performance. In those instances, CEOs can't cash in the shares right away: They have to meet goals first, like boosting profit to a certain level.

The idea is to motivate CEOs to make sure a company does well and to tie their fortunes to the company's for the long term. For too long, activists say, CEOs have been richly rewarded no matter how a company has fared -- "pay for pulse," as some critics call it.

To be sure, the companies' motives are pragmatic. The corporate world is under a brighter, more uncomfortable spotlight than it was a few years ago, before the financial crisis struck in the fall of 2008.

Last year, a law gave shareholders the right to vote on whether they approve of the CEO's pay. The vote is nonbinding, but companies are keen to avoid an embarrassing "no."

"I think the boards were more easily shamed than we thought they were," says Stephen Davis, a shareholder expert at Yale University, referring to boards of directors, which set executive pay.

In the past year, he says, "Shareholders found their voice."

The typical CEO got stock awards worth $3.6 million in 2011, up 11 percent from the year before. Cash bonuses fell about 7 percent, to $2 million.

The value of stock options, as determined by the company, climbed 6 percent to a median $1.7 million. Options usually give the CEO the right to buy shares in the future at the price they're trading at when the options are granted, so they're worth something only if the shares go up.

Profit at companies in the Standard & Poor's 500 stock index rose 16 percent last year, remarkable in an economy that grew more slowly than expected.

CEOs managed to sell more, and squeeze more profit from each sale, despite problems ranging from a downgrade of the U.S. credit rating to an economic slowdown in China and Europe's neverending debt crisis.

Still, there wasn't much immediate benefit for the shareholders. The S&P 500 ended the year unchanged from where it started. Including dividends, the index returned a slender 2 percent.

Shareholder activists, while glad that companies are moving a bigger portion of CEO pay into stock awards, caution that the rearranging isn't a cure-all.

For one thing, companies don't have to tie stock awards to performance. Instead, they can make the awards automatically payable on a certain date -- meaning all the CEO has to do is stick around.

Other companies do tie stock awards to performance but set easy goals. Sometimes, "they set the bar so low, it would be difficult for an executive not to trip over it," says Patrick McGurn, special counsel at Institutional Shareholder Services, which advises pension funds and other big investors on how to vote.

And for many shareholders, their main concern -- that pay is just too much, no matter what the form -- has yet to be addressed.

(Continued on page 2)

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