Executive Compensation Drawing Closer Scrutiny...Maybe

NEW YORK – The paychecks just get bigger and bigger.

Top officers at U.S. companies reaped enormous pay increases in 2005, even as stocks made smaller gains, earnings growth slowed and investors stepped up scrutiny, compensation experts said.

Executive pay is always a hot topic, often pitting angry shareholders against those who argue sky-high paychecks are needed to recruit and retain the few who have the skills to run large corporations.

The topic got hotter in January, when the U.S. Securities and Exchange Commission weighed in, issuing a proposal that seeks clearer disclosure of executive pay, including perks such as corporate jet use and cushy retirement plans.

In 2004, the compensation for CEOs rose 30 percent from a year earlier to an average of $5.7 million, according to research firm Corporate Library, which expects similar gains in 2005.

Others agree.

"I think what the data will show, is that pay rose substantially, but maybe not quite as much in 2004," said David Lewin, a dean at the Anderson School of Management at University of California, Los Angeles. "Executive pay goes up a lot when company performance goes up and that includes, but is not limited to, the stock price performance."

Big increases in 2004 may have been explainable because stock prices rose with the Standard & Poor's 500 index, up nearly 9 percent. But last year the market barely moved, turning in a paltry 3 percent advance.

And profit growth also stalled. In 2004, profits rose a hefty 20 percent, but are up only 13 percent so far in 2005, according to data from Reuters Estimates.

Although only a handful of companies have submitted 2005 data on executive pay to the U.S. Securities and Exchange, a clearer picture will emerge when the bulk of proxy statements are filed in March and April, ahead of annual meetings.

In one early example, Goldman Sachs Group Inc. (GS) paid Chief Executive Henry Paulson about $38 million in salary, restricted stock and options in 2005, up 21 percent from a year earlier. But Goldman shares rose more than 20 percent in 2005, far outshining the gains in the S&P.

By contrast Patricia Russo, the chief executive of Lucent Technologies Inc. (LU) saw her bonus fall 34 percent in 2005 to $1.95 million from $2.95 million at a time when the shares of the communications equipment provider sank nearly 30 percent. Her salary remained flat at $1.2 million.

Some investors do not care about executive pay packages, as long as they deliver out-sized returns to shareholders.

"It's hard for me as an investor to get too riled up about it," Daniel Chung, president and chief investment officer at Fred Alger Management, told a corporate governance panel at Baruch College in New York Tuesday.

But the push from the SEC for more clarity in pay disclosure, rising pressure from investors for reform on pay issues and pressure caused by media coverage of excesses in the executive suite have prompted some changes.

"There's a huge difference in the way these decisions are made now than they were three or five years ago," said Dan Ryterband, president of compensation consultancy Frederic W. Cook & Co. "They now consider: Will it be positively or negatively viewed by shareholders? Board compensation committees are much more aware of fiduciary responsibilities."

But not everyone sees it that way.

"There are a few activist investors getting through to companies' compensation committees, but they are getting through on a company by company basis," said Paul Hodgson, senior research associate at the Corporate Library.

"There isn't any kind of widespread recognition from boards on this issue."

Nevertheless, proposals related to executive compensation top the agenda of many investors ahead of annual meeting season this year.