Home -> Law Blog Directory -> Corporate Governance Blogs -> The Race to the Bottom

OR PHONE (866) 635-1838 for Bankruptcy Help, (866) 635-6190 for Divorce,
(866) 635-2689 for Personal Injury or (866) 635-9402 for Criminal Defense

Find a Local Lawyer

Bankruptcy (866) 635-1838
Divorce (866) 635-6190
Personal Injury (866) 635-2689
Criminal Defense (866) 635-9402

Corporate Governance

: The Race to the Bottom

The Director Compensation Project: Goldman Sachs

By William McEachron

ADVERTISEMENTS

This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges have each adopted their own standards for director independence. Meeting stock exchange requirements is mandatory for most listed companies.

Under NYSE Rule 303A.01, all listed companies must have a majority of independent directors sitting on their boards. Directors are not independent if they received over $100,000 in direct compensation, other than director’s fees, in any one year period over the last three years pursuant to Rule 303A.02(b)(ii). This is a looser restriction than the equivalent NASDAQ Rule, 4200(a)(15), which includes all compensation. Rule 303A.06 requires that, in addition to the general independence standards, audit committee members must comport with the requirements of Exchange Act Rule 10A-3 (C.F.R. §240.10A-3), also known as SOX 301.

One can see some of the effects of these rules when looking at the director compensation table from Goldman’s (GS-NYSE) 2008 proxy statement. According to the proxy statement, the directors received the following compensation:

Name	Fees Earned or Paid in Cash	Stock Awards (a)	Option Awards (b)	All Other Compensation (c)	Total (d)
Lord Browne of Madingley*	$346,032	—	—	—	$346,032
John H. Bryan	—	$389,537	$296,032	$10,000	$695,569
Claes Dahlbäck	—	$366,059	$296,032	—	$662,091
Stephen Friedman	—	$662,091	—	—	$662,091
William W. George	—	$662,091	—	—	$662,091
Rajat K. Gupta	—	$662,091	—	—	$662,091
James A. Johnson	—	$ 93,505	$592,064	$10,000	$695,569
Lois D. Juliber	—	$662,091	—	$ 8,000	$670,091
Edward M. Liddy**	—	$675,770	—	$10,000	$685,770
Ruth J. Simmons	$ 75,000	$592,064	—	—	$667,064

Director Compensation: Goldman’s board convened ten times last year. Goldman provides compensation through stock awards. Stock awards are considered director’s fees not subject to the compliance rules of the NYSE. The average compensation was $640,845.

Currently, Goldman’s directors are defendants in two suits surrounding their compensation. The suits stem from allegations of undervaluing stock options.

Director Tenure: The average tenure for Goldman’s board is five years. Lord Browne of Madingley’s tenure was not calculated because he resigned during the year. John H. Bryan and James A. Johnson share the longest tenure of nine years. William George sits on the boards of Exxon Mobil and Novartis AG. Lois G. Juplier sits on the boards of Du Pont and Kraft Foods.

CEO Compensation: Goldman’s CEO, Llyod C. Blankfein, received $70,324,352 in total compensation last year. Mr. Blankfein only received $600,000 in cash salary. The majority of his compensation came from stock awards and options. Mr. Blankfein also received a substantial bonus last year, approximately $26 million. Additionally, Mr. Blankfein received $384,157 in “other compensation.” Mr. Blankfein’s “other compensation” included $233,053 for a car and driver provided for “security reasons.”

Full post as published by The Race to the Bottom on May 01, 2008 (boomark / email).