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Tallying Exec Compensation Still a Challenge Under New SEC Rules

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By Michelle Leder
March 14, 2007


Proxy season is now in full swing. But before you dive into a proxy statement to see how much your favorite chief executive is earning, you need to remember that this year is very different from last year. The biggest change is that most companies are now required to list a number for total compensation. What's in the total compensation number? All sorts of things, including salary, bonuses, stock options, restricted stock, perks and the value of executive pensions.

The Securities and Exchange Commission put these rules in place last year to make it easier for the average investor (not to mention business journalist) to get a better sense of what the executives running a particular company were actually making, since the largest part of most compensation packages was often hidden. But the new rules leave lots of wiggle room. Indeed, this past Sunday, New York Times columnist Gretchen Morgenson noted that under the new rules, the CEO of Brookfield Homes actually reported negative total compensation for 2006 of $2.2 million, although CEO Ian G. Cockwell technically received compensation of $8 million.

To be sure, the situation at Brookfield is unusual. But the summary charts can be just as confusing at other companies too. Take banking giant Wachovia, for example. In their proxy statement, they disclosed that former Vice Chairman Wallace Malone received compensation of $23.6 million in 2006, even though he stepped down from his job in January 2006. The disclosure on that money involved three different sets of footnotes, so that in order to get the details, one would have had to read the footnotes to the footnotes to the footnotes. Confused yet? You're not alone. The Associated Press has put out a 14-page memo detailing how they plan to tally up compensation. Right there in the first paragraph is a warning in bold-faced type: "Our totals may differ from what other news organizations may report."

So much for making the summary compensation table easier to understand!

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