Watching the watchers at Seagate & Western Digital…

We write about executive pay a lot around here, and we’re not the only ones. But now and then we take a closer look at what directors get to hold down what are fundamentally part-time jobs.

And what better time to do so than in the week that Chelsea Clinton, at the ripe old age of 31, has joined the board of IAC/InterActiveCorp (IACI)? Despite her famous name — and her prior experience, laid out in IAC’s terse 8-K, working with her father’s foundation, as a doctoral student at Oxford, on the board of her father’s foundation, and on the boards of several other high-profile nonprofits — Clinton isn’t among the most lavishly paid directors out there. As DealBook noted Monday, she’ll get $50,000 a year cash and for signing up also got $250,000 in restricted shares that vest over three years.

By contrast, the directors at Seagate Technology (STX) each made more than $340,000 last fiscal year (ending July 1) — and as much as $396,645, according to the proxy the company filed on Monday. The six directors who served out the full year made $2 million. (Two directors who served only part of the year made less.)

At Western Digital (WDC), which filed its proxy on Tuesday, directors made anywhere from $317,433 to $644,697; together, the company’s 10 directors made a combined $3.7 million.

In both cases most of the pay is equity of one sort or another, so even these aren’t among the most egregious director pay-checks: The board at Cephalon (CEPH) made more than $400,000 apiece, for example, as we footnoted in April. But Seagate and Western Digital just happened to come in the same week as Clinton’s appointment, and during an extremely slow week for filings as well. That tells you how common these plush part-time jobs are among the big companies.

And part-time they are. Both boards board met eight times during the year. And while Seagate’s Strategic & Financial Transactions Committee met 15 times, others met as few as five. At Western Digital, the Audit Committee met 11 times and the Compensation Committee met a cool dozen times, but the governance committee met just three times.

All this counting and tallying has a point: These are the men and women in charge of looking out for shareholders’ interests, as well as rewarding management — and giving management appropriate incentives — and they’re paid well to do it. How well do they do?

In 2010, Seagate shares returned -17%, according to, and trailed the data-storage sector by almost 36 points (and the S&P 500 by 32 points); so far this year, the stock continues to lag badly. Western Digital performed even worse, with total return falling 23 points last year, and 13 points so far this year, badly trailing both the data-storage sector and the S&P 500.

Meantime, Seagate’s chairman and chief executive, Stephen J. Luczo, saw his total pay jump to $5.2 million — driven largely by big slugs of stock options and restricted stock, but also a salary increase to $1 million from $870,182. John F. Coyne, Western Digital’s CEO, saw total compensation hold steady at about $7 million, more of it in restricted stock this year and less of it in options; his salary jumped as well, to $978,846 from $807,692.

We’ll let shareholders be the judge.

Image source: bsabarnowl via Flickr


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