It's often said that directors across Corporate America are paid too little for what they're supposed to do -- and too much for what they actually do.Welcome to Gannett's board.
With last year's fees, the company's longest-serving director -- Karen Hastie Williams -- has now taken home nearly $1 million from Gannett since joining the board in 1997, public documents show. (See table, below.) Plus, starting this May, Williams gets a raise: an additional $25,000 as the designated "presiding" director, the new shareholders proxy report shows. Effectively, she's deputy chairman.
Gannett paid the nine non-executive directors a combined $963,563 in fees last year, including for attending eight general meetings, the report says. Chairman and CEO Craig Dubow, as the only employee on the board, is not paid fees, according to the company's bylaws.
Williams and Donna Shalala are the only two current members from the 2005 board that named Dubow CEO. Shalala is expected to leave within a year, should she reach mandatory retirement age of 70.
Overall, the board is responsible for protecting the interests of shareholders by hiring the CEO and overseeing top management. Last year, each director attended more than 75% of the total meetings of the board and their assigned committees, the proxy report says.
Directors who serve on committees such as compensation and audit are paid extra. Amounts paid last year:
- Williams: $97,250
- Shalala: $92,607
- McFarland: $143,049
- Magner: $74,250
- Harper: $121,449
- Louis: $163,210
- Shapiro: $104,548
- Elias: $84,850
- McCune: $82,350
- an annual retainer fee of $45,000
- an additional retainer fee of $15,000 to committee chairs and, beginning in May 2010, an additional retainer fee of $25,000 to the presiding director
- $2,000 for each Board 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 match from the Gannett Foundation of charitable gifts made by directors up to a maximum of $10,000 annually.
The top of this company is rotten. Just look at the rewards given the board of directors for boosting the salaries of execs and the padding stock incentive plans. But the good times are coming to a dismal end. From what I hear, this is turning out to be a very bad year, and ad revenue isn't recovering at the pace the Crystal Towers wants. While lavishing themselves with salaries and benefits, the prospect for those on the lower rungs is only more cutbacks and consolidations. And no one cares.
ReplyDeleteJim:
ReplyDeleteIf possible, please start using Craig's mug with the beard. That is far more entertaining.
Thanks.
Scott
Oh boo hoo, the Board members make a lot of money. Welcome to America kids. This is how it works in corporate America. You may not like it but this is how it works. Now its not like that in China but then you don't get Google with your dinner either. And you can't write on a Blog like this either.
ReplyDeleteCome on Jim you profess to hav eonce been a business writer. Tell the audience how it works with Boards.
Pigs at the trough. Yet again.
ReplyDelete2:55 pm: Indeed, this is how it works in most of Corporate America. Carried to its logical conclusion, however, you're saying Gannett's board is average.
ReplyDeleteAnd that's the problem. If stockholders merely wanted average, they'd invest in an S&P-500 Index fund. But we pay the directors to deliver above-average results. That's their job.
Investors can't give up just because a board's asleep-at-the-wheel performance is endemic. That's like a newspaper saying, every government has nincompoops, so let's not bother exposing them.
I've already voted them out in my proxy -- and in my mind.
ReplyDeleteJim I never said they are average, that's your bias creeping in. Where is the word average? Oh excuse me, I forgot who I was communicating with. Stock is going up, first quarter revenues are meeting andd surpassing expectations, no furloughs in the second quarter, a great new website in the Bay area Thebolditalic.com, the company is slowly paying off the debt, yep the company and the Board sucks. Suck on leaders, my 401-k is up 18.9% over the last few months. Give em more bonuses. Nothin' but Love from the West!
ReplyDeleteI like The Bold Italic quite a lot.
ReplyDeleteFollowing is an edited version of a comment posted yesterday by Anonymous@11:55 pm, with objectional content removed:
ReplyDeleteDubow was in the meeting with Hunke.... in a wheelchair.
Donna Shalala is also the President of the University of Miami. In fact, she banned a college lifestyle magazine (back\slash) from the University of Miami because she did not want the publication to gain momentum and expand into markets where Gannett owns newspapers; she went out of her way to restrain the publication from flourishing, by threatening the founders (who were UM Students) with misdemeanor charges, fines, and academic consequences should they continue to share their magazine at UM. This is undoubtedly a conflict of interest. Read more here: http://www.backslashonline.com/index.php?option=com_k2&view=item&id=328:magazine-banned-um-student-quits&Itemid=41
ReplyDelete