But wait. You know what else is a lot of money?
From: Associated Press | Gannett Blog
"Gannett CEO gets a 36% raise as company's stock plummets...
Craig Dubow received pay and compensation valued at $7.9 million in 2007 -- 36% higher than the previous year..."
Source:
http://www.poynter.org/column.asp?id=45&aid=139613
Before you get your panties in too big of a wad, you might want to know that $3.35 million of that $7.9 million package, or almost half, was in the form of
stock options rather than cash. His base salary was only $1.2 million. That means the CEO almost certainly did NOT receive $7.9 million in 2007, since the stock price has been declining and wouldn't be an attractive incentive to exercise the options. Stock options are actually a strong incentive for him to improve the company's financial situation, not a compensation for bad performance.
The way stock options work is that the executive is granted the right to
buy stock at a particular price over a set period of time. He isn't given the stock. If he wants it, he has to pay for it with cash. But he doesn't have to buy it if he doesn't want it. Usually the stock options are not available immediately, but the executive has to put in a certain amount of service before the options become vested, often a year (in Dubow's case, the vesting period is four years). Then he has a certain amount of time to exercise the options, or they expire.
To illustrate, suppose the stock options are granted on January 1, 2007, and the stock price that day is $30. Then suppose the options can be exercised any time between January 1, 2008 and January 1, 2010. At 1/1/08, he can buy the stock if he wants. If he doesn't buy it by 1/1/10, it's gone forever.
Suppose the company does poorly, and the stock is at $25 per share on 1/1/08. His option is for $30 per share. If he exercises the option at that point, he will
lose $5 per share, because he will essentially be paying $30 for something he could buy on the open market for $25.
Suppose the company does well, and the stock is at $35 per share on 1/1/08. Since his option is for $30 per share, he might exercise his option and immediately see a capital gain of $5 per share. He'll only be paying $30 for that for which everybody else is paying $35.
So you see, this guy doesn't get his big payday unless he turns the stock price in the other direction. This is not uncommon in a situation where the stock price has been declining. The board of directors says to the CEO, "Look, you've got to do better, so we'll give you a competitive compensation package IF you can bring the stock price back up."
So you may be wondering, if that guy didn't actually get $3.35 million of his compensation package, why is it counted as part of his compensation? That has to do with some rather esoteric accounting rules governing expenses. Basically a company that uses accrual accounting has to match expenses to the period in which their benefit is received. In my example, the stock options aren't available to the guy until 2008, but they are compensation for work done during 2007, so they have to be recognized as an expense in 2007
even if they never get used. The expense isn't a real expenditure, but an estimate of what it is likely to cost the company IF the options are exercised in the future. Most companies use what's called the Black-Scholes model for estimating the value of stock options, which I don't even pretend to understand.
So, in other words, all this story means is that Gannett booked $3.35 million in compensation expenses in 2007 that Craig Dubow didn't see. He won't even get the chance to see it for four years. If he doesn't turn the company around, he may never see it.
So now let's consider a couple of other aspects of this. The article says that this $7.9 million was a 36% increase from 2006. That means his 2006 compensation package was valued at $5.8 million. Did it have stock options also? Suppose it didn't. Suppose that full $5.8 million was in cash. Then, in 2007, when you remove the stock options he couldn't and probably won't exercise, he received at most $4.55 million. It's possible here that he actually received a
pay cut of more than a million dollars, with a promise from the board that he would get it back later IF he can restore the company's performance.
So how would you like it if your boss came to you and told you he was cutting your salary for bad performance, but you could get it back later if you did better? How would you like it if you got your salary cut, but then everybody else in the newsroom criticized you for getting a raise? Now Dubow's compensation isn't sounding so sinister.
It sure is easy to be outraged by something you don't understand.