Connect the dots…

March 12, 2007

images2.jpegWallace Malone may have stepped down as vice chairman — a particularly grueling job as I noted here — of Wachovia (WB) last January. But that didn’t stop him from making just about the same salary as the guy actually running the show at Wachovia, Chairman and CEO Ken Thompson, according to the proxy filed late Friday.

But to get a better understanding about exactly what drove up Malone’s payday, you need to follow the dots, or at least the multiple layers of footnotes. That’s because it wasn’t Malone’s salary that drove up the total compensation to $23.6 million. Rather, it was the “all other comp” of $14.3 million, which the company helpfully describes in a footnote to the summary comp table. Make that several footnotes. First, you have to read footnote 5, which itself has eight separate footnotes. After finding footnote H, you can then get additional information in footnotes i through vi on all of Malone’s perks. Which makes Wachovia’s disclosure only slightly less complicated than the formula for nuclear fission.

Once you get through all of those footnotes, you come up with some pretty interesting disclosures, like the $320K the company spent on providing Malone with office space and secretarial help last year — a significantly higher number than the $200K the company said it would cost in an earlier proxy. There’s also the $78,400 spent on the transfer of Malone’s car, $6.1 million in termination-related payments and the perpetual footnoted favorite: $7.4 million in tax gross-ups.

So while Wachovia is providing the information on Malone as required by the SEC’s new rules, it’s a pretty safe bet that the average investor won’t be able to connect the dots.

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