Director pay for 2007, latest available; click image for bigger view. Note: Boccardi retired in August 2007. Fruit died in May 2008. Not shown: directors Howard Elias and Scott McCune, both appointed to the board in October 2008. As a company employee, Chairman Craig Dubow isn't entitled to director pay. (Current board members, below.)
As the board of directors considers an unprecedented dividend cut, starting tomorrow, conventional wisdom says directors everywhere are underpaid for what they're expected to do -- and overpaid for what they actually do.
Like all publicly traded companies, Gannett pays a board to guard the interests of shareholders, by keeping an eye on management. In 2007, the company paid its directors fees ranging from a low of $18,975 (Neal Shapiro, who joined the board late in the year) to $262,609 (Louis Boccardi, who retired in August 2007), the most recent U.S. Securities and Exchange Commission filings show. Chairman Craig Dubow doesn't get any director fees
For comparison, rival News Corp. -- which owns The Wall Street Journal and Fox News -- paid directors from $92,093 to $135,093, excluding special fees, in its most recent fiscal year. Outside the industry, fees often run even higher; technology giant Hewlett Packard, for example, paid fees ranging from $269,164 to $337,629.
Now, here's the current board of directors:
Today's board: Starting from top row, left to right, with executive committee members in boldface: Dubow, Elias, Harper, Louis, Magner, McCune, McFarland, Shalala, Shapiro and Williams.The board now comprises 10 members: nine are "independent,'' because they aren't company employees, so are less likely to vote out of personal interest. The 10th member is Chairman and CEO Craig Dubow. Breakdown of potential director compensation:
- an annual fee of $45,000
- an additional fee of $15,000 to committee chairs
- $2,000 for each meeting attended
- $1,000 for each committee meeting attended
- a long-term award, consisting of either 1,250 restricted shares or 5,000 stock options, granted on the first day of the compensation year
- travel accident insurance of $1 million
- a Gannett Foundation match of charitable gifts made by directors, to a maximum of $10,000 annually
If that "other" category reflects the charitable gift match, why isn't Dubow included in the chart? Are his gift(s) reflected somewhere else? If so, where?
ReplyDeleteThese people need to stepup also!!!
ReplyDeleteWe are talking over half a million.
While in this downturn they should be taking a cut also.
"Gannett pays a board to guard the interests of shareholders, by keeping an eye on management."
ReplyDeleteNot picking on this particular board, but I've seldom seen it work that way in any public companies -- and never at Gannett.
Being a board member is a way to collect a big check, schmooze with other executives and play a little golf. They don't know the industry, don't talk to employees and are about as valuable as a teat on a boar hog.
With authority comes responsibility.
ReplyDeleteAnd the gall of these Board people is that, when they don't receive their attendance money promptly or if it's late, they're calling and pestering Accounting to complain about it!!!
ReplyDeleteGoing back to the time when Tom Brokaw's wife was on the Board, members could receive health insurance benefits as well. They finally had the sense to eliminate that. No reason now why this millionaires club can't get rid of some of these other outrageous perks.
ReplyDeleteHardly an amount of money whereby any of them would be willing to put their personal reputations at risk…though continuing to tolerate Dubow, his failed plan and some members of senior management who openly abuse others certainly does.
ReplyDeleteThe time for the board to place new leaders in charge is now.
Good for you, Neal Shapiro! Maybe the rest of your friends on the board could learn from you.
ReplyDelete