Corporate Governance

Director Compensation Project: Berkshire Hathaway

By Misty Dalke

This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2008's Fortune 100 and using information found in their 2008 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence. While substantially the same, there are some minor differences between NYSE and NASDAQ rules that are worth noting.

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 receive 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, 5606(a)(2), 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 Berkshire Hathaway (BRK.A-NYSE) 2009 proxy statement. According to the proxy statement, the company paid the directors the following amounts:

Director Compensation Berkshire Hathaway's Board of Directors consists of nine independent directors and two employee directors. Each director attended all board and committee meetings as well as two special meetings except for Ms. Charlotte Guyman, who was not present at one committee meeting. Each of the independent directors received between $2,700 and $6,700 in total compensation. Each director receives a fee of $900 per each meeting attended and $300 for participating in meetings conducted by telephone. Directors who serve on the Audit Committee are compensated an additional $1,000 per quarter. Ms. Guyman, Mr. Keough, and Mr. Murphy each serve as a member of the Audit Committee.

Director Tenure The longest tenured director is Mr. Scott, who has served as a director since 1988. Mr. Scott also serves on the boards for Level 3 Communications, Inc., Peter Kiewit Sons' Inc., and Valmont Industries. The least tenured director is Ms. Decker. Ms. Decker was elected to the board in 2007. Ms. Decker also serves on the boards for Costco Wholesale Corporation and Intel Corporation.

CEO Compensation Mr. Warren Buffett, CEO and Chairman of the Board, received $175,000 in total compensation in 2008. Berkshire Hathaway does not grant stock options to executive officers. The Board of Directors established a policy that executive compensation is not influenced by the profitability of the company or by the market value of the stock. Of his total compensation, Mr. Buffett received $100,000 salary and $75,000 in director's fees from non-subsidiary companies in which Berkshire Hathaway has significant investments. Mr. Buffett has requested his salary remain unchanged and accordingly the board has not proposed a salary increase for Mr. Buffett since 2004. Mr. Buffett has received an annual salary of $100,000 for the past twenty-five years. Mr. Buffett reimbursed Berkshire Hathaway $50,000 for personal use of company personnel and other small items Berkshire Hathaway paid for, including personal phone calls and postage. Berkshire Hathaway paid $315,709 for home and personal security services for Mr. Buffett in 2008. Mr. Buffett does not use company cars or aircraft for personal use.

Mr. Marc Hamburg was the highest compensated officer in 2008. Mr. Hamburg serves as Senior Vice President and CFO of Berkshire Hathaway. Mr. Hamburg's salary is determined by Mr. Buffett based on performance and responsibility. Mr. Hamburg received $786,500 in total compensation for 2008. Of his total compensation, Mr. Hamburg received $775,000 as his salary and $11,500 in other compensation. Mr. Hamburg reimbursed Berkshire $5,500 in 2008 for personal services. Like Mr. Buffett, Mr. Hamburg does not use company cars or aircraft for personal use.

Full post as published by The Race to the Bottom on May 07, 2009 (boomark / email).