Google doubles down on director stock grants..

January 13, 2012

It’s not every day that Google (GOOG) appoints a new director. In fact, the last time the company appointed a non-employee director was back in the fall of 2005, when it named Princeton University President Shirley Tilghman and former Pixar CFO Ann Mather in short succession.

But yesterday, after the market closed, the company announced that Diane Greene, who founded VMWare (VMW) and took it public in 2007, had joined Google’s board. Greene, who also sits on the board of Intuit (INTU) , will serve on Google’s Audit Committee.

Because this is Google, Greene’s appointment was widely reported. Just Google her name and see for yourself. While we were able to get all sorts of interesting history on Greene from the various stories we skimmed, we were kind of surprised that nobody really delved into the 8-K that Google filed announcing the appointment.

If they did, and then compared it with the proxy that Google filed last spring, they would have seen that Google decided to double the value of the “Google Stock Units” that Greene, as a new director, is receiving. Here’s the relevant part of yesterday’s filing:

In connection with her appointment to the Board, Ms. Greene will be granted an initial equity award of $1,000,000 in the form of Google Stock Units (GSUs) on the first Wednesday of the month following her appointment to the Board. The exact number of GSUs comprising the grant will be calculated by dividing $1,000,000 by the closing price of Google’s Class A common stock on the day prior to grant.

Now compare that to this disclosure in the proxy:

Consistent with our revised compensation arrangement as disclosed in 2009, Ann Mather and Shirley M. Tilghman each received a one-time $500,000 GSU grant in 2010 as their previously awarded equity grants became fully vested in the last quarter of 2010.

We’re pretty sure that Greene didn’t do this for the money. Judging by the last VMWare proxy that mentioned her back in 2009, Greene, like the other Google directors, aren’t sitting on Google’s board to cover the mortgage. In addition to the initial grant, Google also pays its directors for serving on the board: a $75,000 cash retainer and another $350,000 worth of GSUs.

Still, we found it pretty interesting that Google decided to double down on its initial grant when it announced Greene’s appointment.

Image source: Paul Sakuma/Associated Press

Posted in: Compensation, D&O Turnover, Disclosures, ESG, M&A, Operations

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Companies Mentioned: Google Inc.,
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