Don’t tell the shareholders. Discounted stock options. The latest thing in executive compensation. NYTimes (04.29.06), via Beat The Press:
“For leading the turnaround of the Denny’s restaurant chain, Nelson J. Marchioli was all but given an extra $500,000 last year, slightly more than his reported bonus for 2005.
But Denny’s shareholders would be hard pressed to discover that added part of their chief executive’s pay.”
“Instead of writing Mr. Marchioli a check, Denny’s board handed him about 333,000 stock options that came with a built-in paper gain. The amount was not mentioned in Denny’s compensation committee report. It was not counted in the company’s summary compensation chart.”
“Only by carefully studying a table, deep in the proxy statement from the year before, would an ordinary investor realize that Denny’s awarded those options last December with a ‘buy’ price of $2.42 when Denny’s shares were selling for $3.91, a 38 percent discount.”
“‘We basically felt we wanted to reward employees for the work before,’ said Jay C. Gilmore, the restaurant chain’s controller. ‘These were intended to give some upside.'”
While at the same time pretty much guaranteeing that the shareholders wouldn’t be asking any untoward questions. Slick, huh?
Let’s dig a little deeper:
“Denny’s introduced the discounted stock options after it overhauled its executive pay practices based upon the recommendations of Hewitt Associates, a human resources consulting firm hired by the board.
According to public filings, a 2004 Hewitt study of 18 restaurant and hospitality companies concluded that while executive salaries and bonuses at Denny’s were ‘generally in line with the market, long-term incentives and target benefits’ were not.”
Denny’s implemented its discounted stock options plan soon thereafter.
Hewitt Associates. Hmmmm. Wonder if their finding that Denny’s execs were underpaid had anything to do with the fact that “Denny’s executives awarded [Hewitt] consulting contracts worth more than $400,000 over the last few years to help manage the company’s main pension plan.”
Hewitt Associates. Haven’t we run into these guys before? Oh yeah!! Verizon used them as its executive compensation consultants. Last year, Verizon’s stock value fell 26%, credit agencies downgraded its debt rating, pensions for 50,000 managers were frozen and its earnings declined 5.5%. Even so, based on Hewitt’s recommendations, Ivan Seidenberg, Verizon’s CEO, got a compensation package worth almost 50% more than the year before.
The wrinkle? “Hewitt received more than half a billion dollars in revenue from Verizon and its predecessor companies since 1997″ for running Verison’s employee benefit plans and providing actuarial human resources consulting services.
Seems to be a bit of a pattern here, don’t you think?