Their Just Rewards?

Maryland Ceo Compensation

Debate Swirls As Most Of The Area's 10 Top-earning Ceos Receive Higher Compensation During A Recession That Has Dragged Down Many Companies' Stock Prices And Profits

August 09, 2009|By Jamie Smith Hopkins | Jamie Smith Hopkins,

Chief executives of public companies have long had a ready answer when criticized about high pay: It's all about company performance.

That argument has been put to the test by the toughest financial environment since the Great Depression. If performance is the standard, many of the Baltimore area's top-earning executives seem to be on shaky ground.

To see how last year's financial crisis and worsening recession affected pay, The Baltimore Sun analyzed the 20 companies in the metro area that paid their CEOs at least $1 million. Seventeen reported increases in their chief executives' compensation, even though just as many firms ended their fiscal year with lower-priced stock - substantially lower, for the most part.

Half the companies had losses or falling profits.

Foundation Coal Holdings Inc. nearly doubled CEO James F. Roberts' total compensation - to $3.8 million - in a year when the company's profits plummeted 65 percent and the stock lost three-quarters of its value. The Linthicum Heights coal producer, which was just acquired by a competitor, said in filings with the Securities and Exchange Commission that Roberts "exceeded" his performance targets, including conserving "capital and liquidity through a very tough credit market."

Foundation did not return messages seeking comment.

Only three of the top-paying companies cut total compensation: money manager T. Rowe Price Group Inc., television-station owner Sinclair Broadcast Group Inc. - which is considering filing for bankruptcy protection - and chemical-maker W.R. Grace & Co.

"Any time you see a significant decrease in share price, a significant decrease in [earnings] and an increase in pay, it's going to raise some questions. And some anger," said Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.

Baltimore money manager Legg Mason Inc., which lost $1.9 billion its last fiscal year, is feeling the heat. Shareholders, unhappy that Legg directors approved bonuses for executives, withheld a large number of votes for three of those directors seeking re-election.

And Constellation Energy Group Inc., parent of Baltimore Gas & Electric Co., is fending off state political leaders who want to try to cap its CEO's earnings.

Dissatisfaction with executive pay is nothing new, but it's at a fever pitch nationally thanks to the recession, the more than $1 trillion in promised government bailouts and highly publicized cases of corporate largesse. American International Group Inc. said some executives received death threats in March after it was revealed that the insurer, saved from collapse by federal intervention, was paying $165 million in bonuses.

The Obama administration appointed a "pay czar" in June to oversee compensation at companies that took the most bailout money. Last month the U.S. House of Representatives approved a bill that would give the government more power to regulate incentive pay at financial companies, plus give shareholders an advisory vote on pay.

With this environment in mind, some Baltimore-area public companies were quick to offer explanations - and alternative calculations - for their executive pay.

The Sun relied on total-compensation figures the companies reported to the SEC. But a number of companies argued that SEC rules force them to put a value on potential pay rather than what their CEOs actually got.

Take, for example, Mayo A. Shattuck III of Constellation, whose compensation package ranks him No. 1 among chief executives in the Baltimore metro area.

It's $15.7 million if you go with the SEC-required calculation - an increase of 13 percent in a year that Constellation lost $1.3 billion, almost went bankrupt and saw its stock price lose three-quarters of its value. Two state senators, outraged at that sort of pay at a company that runs a public utility, asked Maryland's attorney general in June to investigate whether the General Assembly has the power to set limits.

But Constellation, which called the request "unprecedented," said the increase was driven largely by growth in Shattuck's pension, money he won't see until he retires. He can start drawing from the $33 million pension in just over seven years, when he turns 62.

The company also noted that a large chunk of Shattuck's compensation came in the form of stock options that are worthless unless the price of the struggling stock increases significantly. Right now they're "under water" and might expire that way. His cash payment - the sure thing - was his $1.3 million salary.

Constellation also argues that if you're wondering how it reacted to its 2008 performance, you need to know Shattuck's 2009 compensation: $7.8 million, half of what he got last year.

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