Document sheds light on payments to top execs

There are two fascinating nuggets about big payments to senior Gannett executives buried in the fine print of GCI's 73-page proxy report to shareholders this year; I discovered them while answering a reader's question about 2006 bonuses:

• Doug McCorkindale's fellow board members gave the retiring chairman and former CEO a big kiss on his way out the door: a $1.3 million bonus "in respect of his service as chairman prior to his retirement in June 2006.'' That service apparently included leaving the company in now-miserable shape when he turned over the job to Craig Dubow. Go figure.
• Tom Chapple, who retired as GCI's top lawyer on April 30, 2006, got a final payment of $1.1 million -- $400,000 of which was for agreeing not to work for competitors until May 1 of this year. Nothing like big bucks to inspire (temporary) loyalty to a company in desperate need of allies, eh?

So, how did the board decide on bonuses to McCorkindale (left) and others? The report says directors gave 2006 bonuses because GCI "had a record year in terms of revenue, continues to be the most profitable company in its peer group and again achieved the best margins in that group."

The board's rationale continues: "With respect to Mr. Dubow, in addition to the factors described above, the committee noted that Mr. Dubow moved quickly to develop and implement a new strategic plan to transform the company to compete successfully in the digital age, including important acquisitions, and that he led the successful negotiations relating to the CareerBuilder restructuring. The committee also took into consideration Mr. Dubow's standing in the media community and his ability to foster an environment in which the company's senior management team was able to support and implement the new strategic plan he articulated."

Translation: yada, yada, yada.

Since that strategic plan doesn't seem to be achieving a whole lot of traction, it'll be interesting to see how the current board justifies any bonuses for this year.

So you know, proxy reports are public documents filed with the Securities and Exchange Commission that detail the agenda for the annual shareholders meeting, plus other information. (By the way, here's how complex executive compensation has become: Gannett devotes nearly 41 pages to the subject out of the total 73 pages.)

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[Photo: Columbia Law School]