Bait and switch at WMG…

images-31.jpegHere at footnoted, we love tales of selfless top executives, who when times are tough and shareholders have lost millions on their watch, forgo some hefty bonus, or opt for $1 in salary or some other tale of daring-do. The problem, of course, is that the public proclamation of shared sacrifice is all too often a smokescreen.

Take the proxy filed by Warner Music Group (WMG) late Friday. As this AP story points out, CEO Edgar Bronfman Jr. “declined to receive a cash bonus for the fiscal year ended Sept. 30, opting instead for the money to go toward other non-executive employees’ bonuses” which comes directly from the “annual cash bonus” section of the proxy. Almost makes your heart skip a beat, doesn’t it?

But slightly higher up in that section comes this, which a reader brought to my attention:

For example, in 2007, the Compensation Committee considered and approved adjustments to increase the aggregate bonus pool amounts that would have resulted from reference to the metrics to reflect unanticipated pressures on the recorded music industry, particularly the industry-wide decline in physical music sales, which was larger than expected.

And, further down, in the summary compensation chart, there’s an equally interesting footnote about “dividends paid on restricted stock held by the NEOs”, which is a new disclosure worth $4.4 million. The largest chunk of that — more than half, actually — went to the otherwise bonus-less Mr. Bronfman, who received $2.4 million.