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Up and Down 17th Street: Exec-compensation data can overwhelm

Published March 28, 2007 at midnight

We're in the middle of a new proxy season. The good news is companies are revealing a lot more executive-compensation information, thanks to new SEC disclosure rules.

The bad news is that companies are revealing a lot more executive-compensation information, thanks to new SEC disclosure rules.

It's good for gearheads like me. For example, in past years, a table that showed how many stock options an executive owned was usually three or four months old by the time a proxy came out. If the stock price had changed significantly since year-end, you had to go back through four or five years' worth of proxies to calculate the true value of the options.

Now, every outstanding option, with its exercise price and expiration date, is listed for each of the top executives.

You have to feel, however, for everyday investors who are being hit with an ocean of numbers and disclosures. Proxies are now devoting a dozen pages or more to pay.

The most confusing element is how stock awards are treated in the "Summary Compensation Table."

You may recall I wrote in January about the SEC's Christmas Eve reversal on how to disclose these stock awards. Instead of putting a value on the awards that were given out in the previous year, the disclosure would include the value of stock awards that vested in the previous year.

This has not worked out well for many companies, who are reporting a bigger figure than they otherwise might. Companies who have used options and other stock awards every year saw awards given out in 2002, 2003, 2004, 2005 vest in 2006.

The Associated Press has put out a bulletin to its member newspapers that explains they're rejecting the SEC's "Summary Compensation Table" total. At the Rocky Mountain News, we are embracing the AP's standard.

We will use the company's disclosure of the value of 2006 stock grants in place of the vested stock values in the table when reporting what a company decided to give its executives in 2006.

This will help a number of companies, because the number will be smaller. But we expect continued jousting with some and interesting footnotes from others.

Already, San Antonio-based AT&T has helpfully provided a footnote attempting to present a lower stock-award number because accounting rules require the company to report a higher number than its peers because the stock-based award is payable in cash.

Meanwhile, Chicago-based United Airlines has produced an additional "Modified Summary Compensation Table" in its proxy that understates the stock awards by only reporting the value of the 2006 awards that also vested in 2006. It helpfully cuts out all the stock given in 2006 that vests in 2007 or later.

A footnote also explains that United stock would have to reach $57 for the executives to personally profit in the amounts used in the table. (The stock closed at $38.36 on Tuesday.) I believe this may be a new, exciting spin on the use of the Black-Scholes options-pricing model that other companies can learn from.

Whether investors will figure all this out is another matter.

Contact Milstead at 303-954-2648 or .

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