Tyco’s Attempts at Frugality….

January 20, 2010

Is anyone up for a little guessing game? It involves the proxy that Tyco International Ltd. (TYC) filed last Friday.

First, read a snippet from the Fiscal Summary on p. 37:

Overall, fiscal 2009 was a challenging year for the Company, as the global economic recession adversely affected the Company’s businesses across nearly all industries and regions…In response to the downturn, management implemented a number of measures to contain general and administrative costs, including compensation costs—.

Based on that passage, is your guess that:

A) The Compensation Committee took dramatic steps to reverse some of Tyco’s past excesses; or

B) There’s no need to hold a bake sale for the benefit of Tyco’s executives.

Well, let’s take a closer look. On p. 38, the filing lists several steps the company took, such as:

  • —reaffirm[ing] its commitment to competitive pay levels and —pay for performance—”;
  • —enhanc[ing] the alignment of incentive pay with shareholder value creation” (here they say they ceased the practice of granting time-based RSUs and started granting —only stock options and performance share awards, which tie 100% of long-term incentives to shareholder value creation”;
  • and —eliminat[ing] the practice of paying gross-ups for taxes paid by Senior Officers in connection with supplemental benefits paid on or after January 1, 2010.”

And then there’s this:

—In addition, Mr. Breen, our CEO, agreed to waive the benefits available to him under his employment agreement for New York City/State tax gross-up payments for compensation that is awarded to him after January 1, 2009. The Compensation Committee also negotiated the phase-down of severance and change in control benefits payable to Mr. Breen under his employment contract executed in December 2008. (Longtime footnoted readers will recall that this has been anissue for nearly a decade.)

Yet the money flowing to executives is still staggering. The Summary Compensation Table shows that four of the top five executives actually received less total compensation in 2009 than they got in 2008. But when the lowest paid NEO is getting cash, stock, options, non-equity incentive plan compensation, and perks worth $3.6 million, the Compensation Committee’s promised action seems like much ado about (practically) nothing.

And what about Edward Breen, Tyco’s Chairman/CEO? Well, he may be waiving that gross-up on New York taxes, but he still got cash, stock, options, and perks (including $238,795 worth of personal use of the company’s aircraft) worth more than $19.4 million.

Our vote? Call off the bake sale.

This post was written by footnoted.org intern Kristen Scholer, who is a junior at Northwestern University.

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