San
Diego is home to 35 rich executives, almost all white men, who receive
millions in compensation for running our community's largest publicly
traded companies. They have made some of their money from salary and bonuses,
but the mountain of wealth each has accumulated is the result of stock
and option awards. For years, income earned by executive officers has
been reported by business news organizations. However, the value of stock
and options awarded has been difficult for nonanalysts to determine. The
identity and value of many perks have gone unreported.
Benefits such as health insurance and retirement savings are well known.
But the perks suggest that executives may be financial wards of their
companies. Some executives enjoy health benefits in retirement; payouts
for voluntary or involuntary termination; use of the corporate jet (spouses
usually fly free); use of the company car or chauffeured limousine; an
interest-free loan to purchase a home; country or tennis or workout club
memberships; personal health coaching; a home-security system; season
tickets for sports teams or theater/music venues; legal fees; trust and
estate-planning fees; bodyguards; expense allowances; and, for the very
special, the crew and upkeep of a private yacht.
Born in 1934, in the wake of the 1929 stock market crash, the U.S. Securities
and Exchange Commission was mandated by Congress to provide investors
with reliable information about publicly traded companies. In 2006, the
SEC adopted new rules requiring what they claim is "intelligible
disclosure" of the compensation packages given to top officers.
A company reports executive pay as well as pension benefits and severance
packages on the proxy statement, Schedule 14A. No easy read, the form
is accompanied by a 372-page SEC-authored guide. Every company's proxy
statement is posted on the Securities and Exchange website; they can run
to 100 single-spaced pages, with patience-draining footnotes and tables.
To research what they should pay executives, companies hire outside consultants
to compile data about competitive pay rates and to give opinions as to
the reasonableness of awarding bonuses and options. The company's board
then establishes the executive's contract. Since the marketplace for top
managers (chief executive officers, chief financial officers, chief operating
officers, presidents, and vice presidents) is highly competitive, contracts
need to be sweet enough to attract the best people -- this, the mantra
of every board. Word gets out, like a job advertisement: if you worked
here, you, too, would be making this much.
Between 1994 and 2005, Mercer Human Resources Consulting reports, the
median CEO salary has risen very slightly while total CEO pay has grown
6.5 percent per year. The chief factors driving this growth are stock
options and other equity grants. The Corporate Library notes that the
average CEO compensation of the S&P 500 companies in 2006 was $14.78
million.
According to an Internal Revenue Service rule, companies can deduct from
their taxable income only $1 million of an executive's compensation. An
exception is made for performance-based pay -- bonuses and equity awards
made under a plan that satisfies a number of conditions, one of which
is that pay must be based on pre-established goals.

The new SEC rules have spurred shareholders who are demanding that executives
be held accountable for their pay. Many shareholders want companies to
adopt a pay-for-performance plan: the more homers you hit for your ball
club, the more you get paid; the fewer homers, the less you get paid.
Investors are asking, is there any way to determine whether these executives
are worth what their corporate boards are paying them?
One idea for making executives accountable is to allow shareholders a
nonbinding advisory vote on executive pay plans. Another idea is to require
compensation committees to simplify and to state their incentive programs
clearly. Still another, favored by most shareholders, is to tie the executive's
compensation to the growth of the company's stock. With the new rules,
it is easier to compare an executive's pay with the stock growth. By this
measure, many San Diego executives seem grossly overpaid while a few are
making a (relative) pittance.
Part One
Executive compensation for San Diego's
highest-paid executives
For each executive below, the salary, bonus, stock and option awards,
change in pension value, and other compensation are provided. In most
cases, the compensation is for fiscal year 2006. The category "other
compensation" comprises the perks, whose identity and value, if worth
more than $10,000, must be listed on the proxy statement. The value realized
from options that were exercised in 2006 is also shown.
A stock option is the right to purchase a set number of shares in the
future at a set price, called the grant price, usually the price of the
stock the day the option was granted. Typically options must be held between
three and ten years before they vest, when the person can exercise the
options, i.e., purchase the shares. If the grant price is $10, and the
stock price goes to $20, the executive makes $10 per share once he or
she exercises the options and then sells the shares. The longer a person
is with the company and the more the stock price grows, the more valuable
the options become.
Executives are also compensated by the tax gross-up, a reimbursement of
taxes paid on another perk, such as moving expenses. When the executive
is reimbursed for expenses, the reimbursement must be reported as income
on the executive's tax form, and this generates a tax liability. That
tax is paid by the company. A spokesperson for a shareholder watchdog
group called the tax gross-up the "Leona Helmsley provision . . .
the ultimate in piggishness."
In 2006, Steve Francis of AMN Healthcare earned $350,000 in compensation
and took home $52.1 million in profit after he sold shares in AMN. That
year, three of San Diego's largest companies, in terms of market capitalization
(the number of shares multiplied by the share's price), were Qualcomm,
Sempra Energy, and Science Applications International Corporation (SAIC).
According to Forbes, the CEOs of these three were among the top 500 highest-paid
executives in America: Qualcomm's Paul E. Jacobs ranked 95; Sempra Energy's
Donald E. Felsinger, 149; and SAIC's Kenneth C. Dahlberg, 305.
Only executives of publicly traded companies, whose compensation is reported
on the proxy statement, are included below. There are San Diegans who
run private companies and make tens of millions every year -- for example,
John Moores of the Padres or David Copley of the San Diego Union-Tribune.
Their compensation is not covered by the Securities and Exchange Commission's
rules.
I. AMN Healthcare Services
Steve C. Francis
Chairman
Salary $189,000
Stock & option awards $136,000
Other comp $25,000
Total $350,000
Exercised
options $52.1 million
Francis is the chairman of the board of AMN Healthcare Services, a health-care
staffing company. A cofounder of the company in 1985, 53-year-old Francis
was the CEO from 1990 to 2005. In 2005, he was a candidate for mayor of
San Diego, losing in the primary election. He is considering a run for
mayor again in 2008.
Throughout 2006, Francis cashed in his options, exercising them in batches
of 50,000 and selling them the same day. The company notes that 2006 was
the first year that Francis exercised stock options.
He was also awarded 5555 restricted stock units (RSUs) and 4445 stock
appreciation rights (SARs); the fair value of these awards was $36,000.
Francis owns 216,922 shares, which on September 21, 2007, were worth $4.1
million.
Susan R. Nowakowski
CEO
Salary $550,000
Bonus $605,000
Stock & option awards $1.3 million
Other comp $29,000
Total $2.5 million
Exercised
options $7 million
Nowakowski, 43, owns 300 shares, which on September 21 were worth $5652.
She also owns 55,000 units of stock awards that have not vested, worth,
according to the proxy, $1,514,700, as well as 289,405 exercisable options
and 303,250 options that are not yet exercisable. Other compensation consists
of "matching contributions to the Company's Executive Non-Qualified
Excess Plan, the Company's 401(k) Plan and life insurance premiums."
AMN Healthcare Services "generally does not provide its named executive
officers with perquisites."
II. Qualcomm
Paul E. Jacobs
CEO, director
Salary $1 million
Bonus $1.7 million
Stock & option awards $24.9 million
Other comp $141,000
Total $27.7 million
Exercised
options $15.8 million
Paul Jacobs, 45, is the son of Qualcomm cofounder and chairman of the
board Irwin M. Jacobs. Qualcomm makes wireless telecommunications products
and services.
In 2006, Jacobs was granted 900,000 stock options at the grant price of
$44.02. If the stock price grows 5 percent per year over ten years, according
to the proxy statement, he will realize $24.9 million.
Jacobs owns 1,559,615 shares, some held in trusts, worth $63.7 million
on September 21.
The son's stock is small potatoes compared to his father's stock wealth.
Irwin Jacobs owns 26,904,101 shares, some held in trusts. The shares on
September 21 were worth $1.1 billion. This year, dividend payments on
those shares totaled $14.5 million.
Like most companies, Qualcomm has a voluntary deferred compensation plan:
executives can defer 100 percent of their income "on a pretax basis."
They stow their income in an account where it will go untaxed until they
retire or choose to use it.
Steven R. Altman
President
Salary $749,000
Bonus $1.1 million
Stock & option awards $17.2 million
Other comp $116,000
Total $19.2 million
Exercised
options $10.8 million
Altman's 179,288 shares were valued at $7.3 million on September 21. In
2006 he was granted 620,000 stock options at the issue price of $44.02.
With the stock price rising 5 percent over ten years, the value of his
stock options will grow to $17.2 million.
Sanjay K. Jha
COO
Salary $688,000
Bonus $1 million
Stock & option awards $15.6 million
Other comp $107,000
Total $17.4 million
Exercised
options $8.4 million
Jha, who is chief operating officer and president of Qualcomm CDMA Technologies,
owns 23,891 shares, which on September 21 were worth $975,000. In 2006,
Jha was granted 565,000 stock options. Over ten years, with the stock
price growing 5 percent a year, he will make $15.6 million.
On September 4, Jha exercised the option to buy 7500 shares, paying a
grant price of $16.11 per share. The price of the stock that day for everyone
else ranged from $39.44 to $40.23. When Jha sold the shares, his one-day
profit was $178,875.
Roberto Padovani
Executive vice president
Salary $459,000
Bonus $325,000
Stock & option awards $8.3 million
Other comp $61,000
Total $9.1 million
Exercised
options $9.3 million
Padovani is executive vice president and chief technology officer at Qualcomm.
In 2006, he was granted 300,000 stock options. If the stock price grows
5 percent per year over ten years, he will realize $8.3 million.
William E. Keitel
CFO
Salary $577,000
Bonus $710,000
Stock & option awards $13.1 million
Other comp $84,000
Total $14.5 million
Exercised
options $6.5 million
Keitel, executive vice president and chief financial officer, owns 5794
shares, which on September 21 were worth $237,000. In 2006, he was granted
475,000 stock options. At a 5 percent rise per year over ten years, the
value of his stock options will be $13.1 million.
III. Sempra Energy
Donald E. Felsinger
Chairman, CEO
Salary $943,000
Bonus $1.9 million
Stock & option awards $4.4 million
Change in pension value $1.9 million
Other comp $404,000
Total $9.5 million
Exercised
options $4.2 million
Sempra Energy is an energy services company, which owns San Diego Gas
& Electric. Felsinger owns 481,166 shares, valued at $28.8 million
on September 21. During his 35 years with the company, his pension benefits
have grown to $16.5 million. Felsinger has also participated in a deferred
compensation plan, which earned 6.3 percent interest in 2006. His plan's
aggregate balance on December 31, 2006, was $14.5 million.
Felsinger's "other compensation" includes medical, disability,
life and personal liability insurance premiums; car allowances, mileage
reimbursement, and the hourly rate of drivers; as well as event gifts,
mementos, and residential security alarm services. The lion's share of
Felsinger's perk payout was a tax gross-up, a reimbursement for the taxes
he paid on the rest of his "other compensation."
If Sempra were to fire Felsinger -- other than for cause (gross negligence
on the job, moral turpitude, or significant acts of dishonesty) -- he
would receive the sum of his annual base salary and a bonus; his incentive-based
awards would immediately vest and become exercisable; his health insurance
would continue for two years; he would receive free financial planning
and outplacement services; he would get two years of service credit added
to his pension; and, as long as he divulged nothing confidential about
Sempra, he would receive another year's worth of insurance and medical
benefits along with a lump-sum payout equal to his salary and bonus.
Summing up all that, Sempra declares that Felsinger will get $32.2 million
if he is fired and $47.2 million if his ouster is due to a "change-in-control,"
that is, the company merges with or is taken over by another company,
one person or group acquires 20 percent or more of the share voting power,
or a majority of the board is ousted. (Other top Sempra executives get
similar but scaled-down severance packages. One study found that in 44
percent of executive contracts, the executive gets a severance payment
even if he or she is convicted of fraud or embezzlement.)
In 2007, a group of shareholders proposed that the board limit "excessive
pension benefits" for senior corporate executives. At issue was a
"supplemental" plan that based benefits on salary, bonus, and
other compensation rather than on salary alone. According to the rebels,
the expanded plan provided benefits "far greater than those permitted
under the Company's tax-qualified pension plan." The group termed
it "overly generous and unjustifiable." They wanted to keep
the extra plan but only if salary was the sole determinant of benefits.
The board of directors argued against the shareholders' proposal. They
said that basing the pension on salary and bonuses was "a very common
business practice." Such a plan is "fair and reasonable and
has contributed significantly to superior corporate performance and shareholder
returns." And if the company offered no such supplemental retirement
plan, they would "be at a significant competitive disadvantage in
attracting and retaining highly qualified executives." The board
recommended a no vote. The board won: shareholders voted 76 to 24 percent
against the proposal.
Neal E. Schmale
President, COO
Salary $745,000
Bonus $1.2 million
Stock & option awards $2.4 million
Change in pension value $1.6 million
Other comp $323,000
Total $6.3 million
Exercised
options $2.7 million
Schmale owns 378,088 shares, which on September 21 were worth $22.6 million.
His pension benefits are $6.5 million. In his deferred compensation plan,
Schmale has saved $9 million. Were Schmale to be fired, he would receive
$6.1 million, and were he to be ousted because of "change-in-control"
of the company, he would get $35.5 million.
Edwin A. Guiles
Executive vice president
Salary $595,000
Bonus $834,000
Stock & option awards $1.8 million
Other comp $235,000
Total $3.5 million
Exercised
options $4.5 million
Guiles's 251,126 shares were valued at $15 million on September 21. His
pension benefits are $9.8 million. In his deferred compensation plan,
Guiles has $3.2 million. If fired, Guiles would receive $2.9 million.
If ousted because of a "change-in-control" of the company, he
would get $25.3 million.
IV. Other High-Paid Executives
SAIC
Kenneth C. Dahlberg
CEO, chairman
Salary $1 million
Bonus $1.3 million
Stock & option awards $3.6 million
Other comp $1.5 million
Total $7.4 million
Science Applications International Corporation is, according to its website,
"a leading provider of scientific, engineering, systems integration
and technical services and products to all branches of the U.S. military,
agencies of the U.S. Department of Defense, the intelligence community,
the U.S. Department of Homeland Security and other U.S. Government civil
agencies." Dahlberg has been the CEO of SAIC for four years and chairman
of the board for three. SAIC became a publicly traded company in October
2006.
Dahlberg's "other compensation" included a $1.5 million special
cash dividend and $14,805 of matching funds and profit-sharing contributions.
In addition, there were sums for financial planning, tax preparation,
and "airline or social club memberships." The market value of
his unvested stock awards is $1.8 million. He has $3.7 million in a "key
executive stock deferral plan." And his severance package, structured
much like other companies' severance deals, gives Dahlberg $14.4 million
if he "is involuntarily terminated without cause or resigns for good
reason within a 24-month period following a change of control." Dahlberg
owns 327,089 shares, some held in a retirement plan and in trusts. On
September 21, his shares were worth $6 million.
Amylin Pharmaceuticals
Ginger L. Graham
CEO, director
Salary $559,000
Bonus $755,000
Stock & option awards $4.4 million
Other comp $69,000
Total $5.8 million
Exercised
options $555,000
Amylin,
named after a hormone produced in the pancreas by the same cells that
secrete insulin, develops medicines for the treatment of diabetes and
obesity. In 2006, Graham was CEO of Amylin; she's currently on the board
of directors. Her "other compensation" included $726 for a life
insurance premium and "$68,290 for certain living expenses, including
tax gross-ups of $35,290, related thereto." Graham owns 1,289,583
shares, which on September 21 were worth $64 million.
Daniel M. Bradbury
CEO, director
Salary $457,000
Bonus $463,000
Stock & option awards $3.4 million
Total $4.3 million
Exercised
options $1.9 million
Replacing
Graham at Amylin in 2007 is Daniel M. Bradbury. Bradbury's tenure began
this March; he had been president for almost one year and chief operating
officer for the previous four years. On September 21, Bradbury's 1,135,685
shares had a value of $56.3 million. Starting with Amylin in 1994, Bradbury
has accumulated options over the years. The company's stock price went
south before it went north, which means the grant price of many of his
options is low. The stock price in early 1992 was around $20 a share,
tumbled in 1998 to 38 cents, and now is nearing $40.
Leap Wireless
S. Douglas Hutcheson
CEO, president, director
Salary $541,000
Bonus $800,000
Stock & option awards $4.1 million
Other comp $22,000
Total $5.5 million
In 2007, the shareholders of Leap Wireless approved the issuance of 3.5
million shares of common stock. This added to the 4.8 million authorized
in 2004. The board argued that more stock was necessary "to provide
long-term incentive grants on an ongoing and regular basis to motivate,
reward, and retain key employees who create shareholder value." In
the past, according to the proxy statement "equity awards have been
issued to approximately 150 of our approximately 2,000 employees and to
our five non-employee directors."
The chief beneficiaries are the top six executives of the company: the
winner is S. Douglas Hutcheson. His outstanding options and unvested stock
awards total 389,000 shares. Hutcheson owns 38,733 shares, which on September
21 were worth $3.1 million.
In 2006, Hutcheson's salary went from $350,000 to $550,000 in February
and to $575,000 in May. For the year, he received $541,346. The compensation
committee gave these raises after comparing Hutcheson's salary to CEO
salaries at other wireless companies as well as "to recognize his
proven ability to successfully manage our rapid growth." His bonus
was $700,000, or 129 percent of his salary; he also got another $100,000
discretionary bonus.
If Hutcheson, who's been at the helm since 2005, quits or is fired for
cause, he gets $179,178; if there's a "change-in-control" at
Leap and he stays on, he gets $8.6 million; if there's a "change-in-control"
and he's fired soon after new management takes over, he gets $14.9 million.
Pico Holdings
Ronald Langley
Chairman
John R. Hart
CEO
Salary $1.1 million
Bonus $4.2 million
Other comp $29,000
Total $5.3 million
Pico Holdings owns and operates real estate properties. In 2006, Langley
and Hart earned the same amount. Langley is the beneficial owner of 8.94
percent of the company's shares. According to the proxy statement, of
his 1,684,693 shares, 17,986 "are held in the Company's 401(k) Plan.
Mr. Langley owns a membership interest in PICO Equity Investors Management,
LLC, which has voting control of 1,666,667 shares of the Company."
Hart is the beneficial owner of 8.95 percent of the company's shares,
or 1,685,750 shares. The proxy says, "19,083 of these shares are
held in the Company's 401(k) Plan. Mr. Hart owns a membership interest
in PICO Equity Investors Management, LLC, which has voting control of
1,666,667 shares of the Company." In addition, 19,940 shares of the
company are held "in a deferred compensation plan Rabbi Trust for
Mr. Hart."
Jack in the Box
Linda A. Lang
Chairman, CEO
Salary $700,000
Bonus $1 million
Option awards $3.1 million
Other comp $112,000
Total $4.9 million
Exercised
options $1.1 million
Lang's "other compensation" included a $13,500 car allowance
and $41,049 for financial planning services. Under "Other Benefits
and Perquisites," the proxy statement says, 'The Company does not
own or lease a Company airplane, purchase country club memberships, provide
officers with the use of permanent residences, home security systems or
defray the cost of personal entertainment or family travel."
Invitrogen
Gregory T. Lucier
Chairman, CEO
Salary $905,000
Bonus $288,000
Stock & option awards $3.6 million
Other comp $20,000
Total $4.8 million
Invitrogen is a biomedical technology firm. Lucier owns 68,649 shares,
which on September 21 were worth $5.7 million.
Gen-Probe
Henry L. Nordhoff
Chairman, CEO, president
Salary $645,000
Bonus $470,000
Stock & option awards $3.5 million
Other comp $64,000
Total $4.7 million
Exercised
options $3 million
Gen-Probe makes products for use in the clinical diagnosis of human
diseases. Nordhoff's 13,665 shares were worth $913,000 on September 21.
His "other compensation" included travel expenses to attend
a company retreat ($6677) and travel expenses for his spouse ($13,261).
In 2000, Niall M. Conway, an executive vice president, was given a $100,000
interest-free loan "to assist him with the purchase of his initial
residence in San Diego."
Illumina
Jay T. Flatley
CEO
Salary $463,000
Bonus $149,000
Stock & option awards $3.7 million
Total $4.3 million
Illumina develops and manufactures tools and systems for genetic analysis.
Flatley owns 568,382 shares, including some owned by his children. Flatley's
shares were worth $30 million on September 21.
ResMed
Peter C. Farrell
CEO
Salary $614,000
Bonus $470,000
Stock & option awards $2.9 million
Other comp $171,000
Total $4.2 million
Exercised
options $2.5 million
ResMed produces products to treat sleep disorders and other respiratory
disorders. ResMed paid $70,834 for Farrell's use of the private jet, which
included universal weather monitoring costs, on-board catering, and landing/ramp
fees. Expenses for Farrell's car include $48,848 for depreciation, registration,
and insurance; "personal use of corporate club memberships"
ran $7103. The value of Farrell's 987,292 shares on September 21 was $43.3
million. He also owns 586,000 options that are exercisable in 60 days,
which, when added to the shares he owns, amounts to 2 percent of the company's
outstanding stock.
NuVasive
Alexis V. Lukianov
Chairman, CEO
Salary $400,000
Bonus $450,000
Stock & option awards $2.4 million
Other comp $26,000
Total $3.3 million
Exercised
options $11,540
NuVasive
is a medical device company. On September 21, Lukianov's 88,027 shares
were worth $3.2 million. Perks at NuVasive comprise automobile allowances
of $500 to $1000 per month, health club memberships ("initiation
dues plus $250 to $1000 per month"), life insurance premiums, and
entertainment.
Senomyx
Kent Snyder
CEO, president, director
Salary $400,000
Bonus $134,000
Stock & option awards $2.7 million
Total $3.2 million
Exercised
options $479,000
Senomyx,
a biotechnology company, uses taste-receptor-based assays to develop flavors
for food and beverage products. Snyder's 71,036 shares were worth $883,000
on September 21.
Neurocrine
Biosciences
Gary A. Lyons
CEO, president, director
Salary $600,000
Stock & option awards $2.5 million
Other comp $10,000
Total $3.1 million
Neurocrine Biosciences develops drugs to treat neurological and endocrine
diseases and disorders. Lyons owns 376,565 shares, which on September
21 were worth $3.9 million.
Realty Income
Thomas A. Lewis
CEO, director
Salary $350,000
Bonus $685,000
Stock & option awards $1.7 million
Other comp $406,000
Total $3.1 million
Realty Income is a commercial retail real estate business. Lewis owns
471,316 shares, including 170,816 shares owned by the Lewis Revocable
Living Trust; on September 21, the shares totaled $13.3 million. William
E. Clark Jr., cofounder and CEO of Realty Income for nearly 30 years,
is now the chairman. His 886,836 shares, some owned by his trust and some
by his wife's trust, on September 21 were worth $25 million.
BioMed Realty Trust
Alan D. Gold
Chairman, CEO, president
Salary $420,000
Bonus $766,000
Stock & option awards $1.2 million
Other comp $96,000
Total $2.5 million
BioMed Realty Trust is a real estate investment trust. Gold owns 1,561,207
shares, about three-fourths of which are defined as "limited partnership
units." On September 21, the value of Gold's shares was $38.7 million.
His "other compensation" included an automobile allowance of
$12,000 and dividends of $64,650 "paid on unvested stock."
Cypress Bioscience
Jay D. Kranzler
Chairman, CEO
Salary $529,000
Stock & option awards $1.6 million
Other comp $42,000
Total $2.2 million
Exercised
options $510,000
Cypress Bioscience provides products for disorders of the central nervous
system. Kranzler's 256,724 shares were valued at $3.9 million on September
21. He also owns 1,629,671 options that are exercisable in 60 days, which,
when added to the shares he owns, amounts to 5.6 percent of the company's
outstanding stock.
Callaway Golf
George Fellows
CEO, president, director
Salary $850,000
Other comp $1.2 million
Total $2.1 million
Callaway Golf makes golf clubs and golf balls. On September 21, Fellows'
22,456 shares were worth $356,000. His perks included a $639,000 reimbursement
for relocation expenses and a $545,000 tax gross-up. "Consistent
with the Company's position as a leader in the golf industry," the
proxy states, "many executives are provided subsidized country club
memberships and free use of the Company's products."
Imperial Capital Bancorp
George W. Haligowski
Chairman, CEO, president
Salary $590,000
Bonus $970,000
Change in pension value $33,000
Other comp $395,000
Total $2 million
Exercised
options $805,000
Imperial Capital Bancorp is the holding company for Imperial Capital Bank.
Haligowski's perks included $108,710 for "club memberships and meeting
attendance-related expenses" and $60,960 for "chartered air
transportation service." Imperial Capital also provides its executives
with "use of a Company-owned automobile or automobile allowance."
Haligowski's 193,573 shares include 164,308 "vested supplemental
executive retirement plan ("SERP") account shares held in the
Rabbi Trust we established," according to the proxy statement, as
well as "29,265 shares held for Mr. Haligowski in his deferred compensation
plan account in the Rabbi Trust." On September 21, Haligowski's shares
were worth $6.2 million. Together with his 97,500 shares of options exercisable
in 60 days, he owns 5.23 percent of the company's outstanding stock.
Cymer
Robert P. Akins
Chairman, CEO
Salary $548,000
Bonus $853,000
Change in pension value $103,000
Other comp $18,000
Total $1.5 million
Exercised
options $1.7 million
Cymer manufactures "excimer light sources," the "deep ultraviolet
(DUV) photolithography sources" used in the semiconductor industry.
Akins owns 25,794 shares, which on September 21 were worth $1 million.
Novatel Wireless
Peter V. Leparulo
CEO
Salary $415,000
Bonus $277,000
Stock & option awards $626,000
Total $1.3 million
Novatel Wireless provides devices and services for broadband wireless
access. Leparulo was CEO until November 2006, when he became executive
chairman and Brad Weinert became acting CEO. As of September 21, Leparulo's
64,085 shares were valued at $1.5 million.
DJO Incorporated
Leslie H. Cross
CEO
Salary $499,000
Bonus $237,000
Stock & option awards $522,000
Total $1.3 million
Exercised
options $5.2 million
DJO manufactures devices for orthopedic, spinal, and vascular regeneration
and rehabilitation. The value of Cross's 70,475 shares on September 21
was $3.4 million.
Nanogen
Howard C. Birndorf
Chairman, CEO
Salary $505,000
Bonus $148,000
Stock & option awards $496,000
Other comp $34,000
Total $1.2 million
Nanogen makes advanced diagnostic products in the health-care industry.
Birndorf, a cofounder of the company, owns 565,552 shares, which on September
21 were worth $605,000. The company provides "Mr. Birndorf with administrative
assistant services for personal matters," worth $28,750 last year,
"and we have from time to time reimbursed Mr. Birndorf for the Company's
use of his personal aircraft for business related travel." Nanogen's
stock has fallen from a high of $13.68 on February 2, 2004, to 39 cents
on December 21, 2007.
Cubic Corporation
Walter J. Zable
Chairman, CEO, president
Salary $686,000
Bonus $250,000
Other comp $70,000
Total $1 million
Cubic Corporation manufactures defense electronics, military surveillance
and combat-training systems, and automatic fare-collection systems. Zable,
who is 92 years old, owns 40 percent of the company. According to the
proxy statement, he is "deemed a 'Control' person of the Corporation."
Zable owns 10,679,891 shares, which on September 21 were worth $484 million.
Encore Capital Group
J. Brandon Black
CEO, president, director
Salary $385,000
Bonus $354,000
Total $739,000
Encore Capital Group provides bankruptcy services to the finance industry.
The value of Black's 5000 shares on September 21 was $59,000.
Part Two
Pay for Performance
Most proxy statements contain some version of the following rationale
for executive compensation. These statements are found in a section typically
titled "Compensation Philosophy and Objectives." This one is
taken from the proxy statement of DJO Incorporated, whose market capitalization
as of October 1 was $1.2 billion. In 2006, its top five executives earned
a total of $6.8 million.
"We compete in an aggressive and dynamic industry and, as a result,
hiring and retaining quality employees are key factors to our success.
Our compensation programs for executive officers are designed to (1) attract
talented individuals who are capable of growing the Company, (2) retain
key individuals, (3) motivate executive officers to increase the Company's
performance for the benefit of stockholders, and (4) reward executive
officers for exceptional individual contributions to the achievement of
our business objectives. Our compensation programs are also designed to
provide a direct, meaningful link between the Company's annual business
plan and individual performance and compensation earned."
One way to evaluate an executive's worth is to link the stock price in
a given year to the total compensation paid, a method that has several
caveats. Variables such as the size of the company and profitability also
affect pay. An executive's efficiency might be better measured by his
or her performance over five years. But not all of these executives have
been at the helm that long.
The stock price growth and drop in 2006 for San Diego companies whose
executive pay is listed show wide variations. Six companies -- Qualcomm,
Sempra Energy, BioMed Realty Trust, Callaway Golf, Cubic, and Imperial
Capital Bancorp -- pay dividends, which contribute to total shareholder
return. Also, earnings may rise while the stock price falls, as happened
at Qualcomm in fiscal year 2006.
Mergers and acquisitions, an economy's boom and bust cycles, and political
instability affect stock price. If a stock soars or plummets one year,
an adjustment may come the next. One study found that on any given day
75 percent of a stock price's movement is determined by the movement of
the group to which it belongs: utility stocks go up and down together,
for example.
Despite all these variables, linking the stock price to the executive's
pay is a simple way of considering compensation during a year of calm
and steady growth. Two thousand six, at least on the economic front, was
a healthy year; the S&P 500 index rose nearly 12 percent. The year
carried no egregious shifts in world or national economies or politics
that directly accounted for why these stock prices rose or fell.
Most efficient executives based on stock-price growth in 2006
Jay
Flatley at Illumina was by far the most efficient CEO. Illumina grew 165.4
percent, for which it paid Flatley $4.3 million.
Jack
in the Box's Linda Lang oversaw stock growth of 79.3 percent and was paid
$4.9 million.
DJO's
Leslie Cross was a real bargain. DJO's stock grew 55.1 percent, while
Cross earned $1.3 million.
Leap
Wireless paid S. Douglas Hutcheson $5.5 million; he oversaw stock growth
of 53.7 percent.
ResMed's
Peter Farrell earned $4.2 million; the stock grew 28.8 percent.
NuVasive
paid Alexis Lukianov $3.3 million; he presided over stock growth of 26.2
percent.
Cypress
Bioscience's Jay Kranzler received $2.2 million, while the stock grew
25.2 percent.
Realty
Income paid Thomas Lewis $3.1 million; he oversaw stock growth of 24.8
percent.
Imperial
Capital Bancorp's George Haligowski earned $2 million, and the stock grew
20.2 percent.
Cymer
paid Robert Akins $1.5 million; he presided over stock growth of 19.4
percent.
BioMed
Realty Trust paid $2.5 million to Alan Gold, and Gold helped the stock
grow 17.7 percent.
Sempra
Energy's stock price grew 21.5 percent in 2006, for which its top five
executives were paid $25.2 million. According to Sempra's proxy statement,
the company's cumulative five-year return to shareholders -- stock-price
appreciation plus dividends -- has been 168 percent. In comparison, the
average return of companies in the S&P 500 Utilities index has been
55 percent and in the S&P 500 index 35 percent.
Executives whose company stock price grew between 1.7 and 7
percent
Callaway
Golf paid George Fellows $2.1 million, and he oversaw stock growth of
3.8 percent.
Walter
Zable at Cubic earned $1 million; the stock rose 3.3 percent.
Gen-Probe's
Henry Nordhoff made $4.7 million, and the stock grew 5.2 percent.
Ronald
Langley and John Hart of Pico Holdings each made $5.3 million. They helped
push the stock up 5.7 percent.
Kent
Snyder was paid $3.2 million by Senomyx; the stock rose 7.1 percent.
Least efficient executives based on decline in stock price
By
far the least efficient executive for the year was Gary Lyons. Neurocrine
paid Lyons $3.1 million; he oversaw a stock price plunge of 83.6 percent.
Another
inefficient executive is Howard Birndorf, a founder and longtime chairman
and CEO of Nanogen. The company paid Birndorf $1.2 million, while the
stock slipped 28.1 percent.
Encore
Capital Group paid J. Brandon Black $739,000, while the stock went down
26.5 percent.
Novatel's
Peter Leparulo earned $1.3 million, while he oversaw a stock price drop
of 18.9 percent.
Invitrogen
paid Gregory Lucier $4.8 million. The stock dipped 14.7 percent.
Amylin
Pharmaceuticals' Ginger Graham received $5.8 million. Under her leadership
the stock fell 9.8 percent.
Qualcomm
executives also score low. In fiscal year 2006, the stock price fell 13
percent, while each of the top five executives was given a larger salary
and bonus: Jacobs got a 131 percent raise; Altman, a 78 percent raise;
Jha, a 69 percent raise; Keitel, a 55 percent raise; and Padovani, a 26
percent raise.
All
this stock-price fluctuation invites a few questions. Why is an executive
whose company's value rises significantly in one year (Cross, DJO; Kranzler,
Cypress Bioscience) paid comparatively so little? Why does an executive
whose company's value treads water or rises slightly (Fellows, Callaway
Golf; Nordhoff, Gen-Probe) receive the same or more money? Why does an
executive whose company's value drops spectacularly (Lyons, Neurocrine;
Birndorf, Nanogen) given the same or more compensation? Why do boards
whose companies may go bankrupt or be sold sign such generous severance
packages for their top executives?
And last, what possible incentive could there be for corporate board members,
themselves current and former executives and beneficiaries of sweetheart
pay deals, to negotiate tougher contracts? If the executives they hire
and guarantee anywhere from $10 to $100 million over time have led the
spectacular boom in the American economy in the last 25 years -- from
777 to 13,400 points on the Dow Jones Industrial Average (1625 percent)
-- why would anyone controlling such a system want to alter it?
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