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See what's under 'golden parachutes':
New SEC Rules Give Clearer Picture of What Top Executives Get When They Leave


Dec. 17, 2007 (The Charlotte Observer, N.C.) When chief executives leave the corner office, how much will they take with them?



Thanks to new Securities and Exchange Commission requirements, this year's proxy filings give a little clearer picture of top executives' potential severance payments, accelerated stock rewards, pensions and deferred compensation accounts.

Known in some cases as "golden parachutes," these payouts gain attention when executives with questionable performance leave with flush pay packages. In recent months, CEOs at financial giants Citigroup Inc. and Merrill Lynch & Co. retired under fire but took huge sums with them.

Among the nine Charlotte [N.C.]-area Fortune 500 companies, Bank of America Corp. CEO Ken Lewis is in line for the biggest potential exit package, according to data compiled by California-based compensation research firm Equilar Inc. If he were to lose his job after a change in control such as a merger, his total payout could reach $136.9 million.

Many of his peers also would get big figures. (See chart [below]).

In 2003, Lewis gave up his employment contract and any guaranteed severance, saying his pay should be based solely on performance. He's still eligible, however, for other benefits.

Under the change-in-control scenario, his stock options and awards -- worth $53.8 million at the end of 2006 -- would immediately vest, meaning the shares could be cashed in. Under a termination-without-cause scenario, $17.9 million of that total would continue to vest, subject to a noncompete clause.

Lewis, CEO since 2001, also would get the payout under other scenarios such as retirement. If his employment is terminated voluntarily, the same portion of stock options and awards would continue to vest subject to the non-compete clause, according to the company's proxy. He would lose the stock if fired for cause.

The value of executives' stock holdings, of course, fluctuate based on how their companies are doing. Bank of America shares are down about 21 percent this year amid tough times for financial institutions.

During his nearly 40-year career, Lewis also has accumulated $49.2 million in pension benefits, plus $33.9 million in deferred compensation, a retirement account that includes salary he has set aside over time. Other CEOs, including Duke Energy Corp.'s Jim Rogers, also have racked up big deferred compensation accounts over long careers at their companies.

"Mr. Lewis earned his retirement benefits over a 39-year career at what is now the fifth most profitable company in the world under his leadership," bank spokesman Scott Silvestri said.

In a study of this year's proxy filings, Equilar found that about 71 percent of CEOs at Fortune 200 companies were in line to receive severance such as cash payments, accelerated vesting of stock holdings and other benefits. The median potential payout was $21 million, typically not counting items such as pensions and deferred compensation.

Change-in-control payments were even more prevalent, with about 82 percent of CEOs eligible. In these cases, the median potential payout was $28.6 million. This number also typically didn't include pensions or deferred compensation.

Charles Peck, compensation expert with the Conference Board in New York, said the new disclosures highlight information that used to be buried in proxies, if available at all. In some cases, board members themselves weren't even aware of the total payouts awaiting CEOs, he said.

Knowing more about exit packages is important, Peck said, because the argument for lucrative executive pay is that if it's performance-based it's OK.

"When they get huge severance payments when the company is struggling that argument breaks down," he said. "You can say it's pay for failure."

CEO Exit Packages

Here are the total amounts Charlotte-area CEOs would receive under termination without cause and change-in-control scenarios.

CEO Company Termination without cause Termination upon change in control Note
Ken Lewis Bank of America $119 million* $136.9 million Includes accelerated stock, pension and deferred compensation.
Robert Niblock Lowe's $2.2 million $37.2 million Receives only deferred compensation in termination without cause.
Ken Thompson Wachovia $35.2 million $35.2 million Mostly from accelerated stock options and awards. Gave up contract in 2005.
Jim Rogers Duke Energy $84.1 million $84.1 million Includes $62.1 million in deferred compensation accumulated during 17 years at Cinergy and predecessors.
Dan DiMicco Nucor $6.3 million $6.3 million In change in control, executives eligible for non-compete payments and accelerated vesting.
Bruton Smith Sonic Automotive $396,396 $14.7 million Change-in-control payout largely from accelerated stock.
Howard Levine Family Dollar Stores $4 million $3.2 million Totals include $468,883 in deferred compensation.
Marshall Larsen Goodrich $14.7 million $48.7 million Includes deferred compensation and pension. Change- in-control includes $12 million for taxes.
Chris Kearney SPX $25 million $62.4 million Includes deferred compensation and pension. Change- in-control includes $15.3 million for taxes.

 

Source: Equilar analysis of company proxies.

Note: The totals include, where applicable, severance payments, accelerated stock awards and options, retirement plan credits, tax gross-ups, pensions and deferred compensation. Stock values change over time.

*An additional $17.9 million would continue vesting.

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