纽约证交所高层肥了自己腰包
More Disclosures, Uncertainty at NYSE
Dick Grasso isn't the only official at the New York Stock Exchange who is paid more like a Wall Street executive than a regulator.
During the bear market in stocks that hurt the exchange's trading firms, three other Big Board executives were granted seven-figure annual bonus packages, according to compensation-committee documents reviewed by The Wall Street Journal.
For 2002, NYSE Co-Chief Operating Officers and Presidents Catherine Kinney and Robert Britz received incentive awards totaling $2.95 million apiece, according to the documents, and Edward Kwalwasser, executive vice president for regulation, got incentives totaling $1 million. Those numbers don't include salaries. At the same time, net income at the NYSE, which serves as both a regulator and a marketplace, hit a recent low of $28.1 million.
The pay figures, disclosed this week in connection with a data request from Securities and Exchange Commission Chairman William Donaldson, could increase scrutiny of the Big Board's governance practices. Already, revelations of Mr. Grasso's $139.5 million retirement package have triggered widespread criticism of the exchange and its board.
The numbers show that in recent years, compensation at the NYSE has been more in line with pay at major Wall Street firms than with other securities regulators. Last year, Robert Glauber, chairman and chief executive of the National Association of Securities Dealers, which regulates many brokerage firms, in addition to the Nasdaq market, received a pay package of about $2 million, according to a person familiar with the matter.
Indeed, the documents show that around the time of Mr. Grasso's 1995 promotion to chairman and CEO, the NYSE adopted new compensation guidelines intended to recruit and retain top talent by increasing incentive pay and other benefits.
The NYSE said Thursday that "the metrics of the exchange's incentive compensation plan are based on the performance of the exchange as a whole, and its divisions." It added that the metrics are established at the beginning of the year, and could be different each year.
Like Wall Street firms, including many of those that do business on its floor, the NYSE's results have been hurt by the bear market that began more than three years ago but has given way to a rally for most of the past year. Since 2000, its net income has fallen 61% to the $28.1 million level from $72.9 million.
Profit isn't the primary measure of success at the not-for-profit NYSE. Ensuring a fair and orderly market and attracting new listed companies are important. In its response to the SEC, in fact, the exchange noted that in 2001, it handled unprecedented volume, listed 144 new companies, brought a record number of enforcement cases and dealt with the events of Sept. 11, including being able to reopen for trading on Sept. 17 (the Monday after the attacks), among other accomplishments.
Henry Hu, a corporate and securities-law professor at the University of Texas at Austin, said these other measures are squishier than those used by corporations, such as share price or earnings per share. "It becomes very subjective," he said. He added that one would hope listing and trading volume would rise in a bull-market environment, regardless of individual performance.
"So many people at the top of these institutions lose sight of what real people make. They are constantly comparing themselves to other people who are making an incredible amount of zeros. But just because others are getting an incredible amount of zeros doesn't mean the compensation is right."
Since August, when the details of Mr. Grasso's retirement package were announced, compensation at the closely held NYSE has been under intense scrutiny; The Wall Street Journal first reported on Mr. Grasso's pay package in May. Corporate-governance experts and floor members alike have criticized the chairman's payout, saying it is overly large for an executive whose company doesn't assume the same sort of financial risks as investment firms do, and who has presided during bruising recent market conditions. Moreover, unlike Wall Street executives who are compensated partly in stock, NYSE executives received all cash, some of it earning a guaranteed return of 8%.
PAY AND PERKS
? View Dick Grasso's complete compensation package.
? Read the minutes from the NYSE board's Aug. 7, 2003, and Sept. 8, 2003 meetings.
? See excerpts from an Oct. 3, 2002 Vedder, Price, Kaufman & Kammholz report detailing Grasso's proposed changes to his contract and a comparison of CEO compensations for 2001.
? See the full text of SEC Chairman Donaldson's letter to Carl McCall sent Sept. 2, and the questions he asked for more information.
? See the NYSE's response to the SEC's request.
Adobe Acrobat is required for these documents.
Those criticisms were amplified earlier this week, when as part of its answer to Mr. Donaldson, who has raised questions about the size of Mr. Grasso's pay, the NYSE said that Mr. Grasso was due an additional $48 million in future payments -- a reward he has said he would forgo after concerns were raised by some NYSE directors.
Mr. Grasso has said he recognizes the way the down market has affected perceptions of his income. "When my 1999 contract was signed, no one could have ever anticipated the levels of future earnings," he said at a news conference on Tuesday.
But despite the bear market, the NYSE continued to fire on all cylinders, according to Mr. Grasso. In presenting the exchange's 2000 results, Mr. Grasso "advised the Board that he believed 2000 had been an exceptional year for the Exchange," according to board-meeting minutes. A year later, he spoke similarly, calling 2001 an "exceptional year" for the Big Board.
These reviews, note the minutes, are evaluations that help determine the Incentive Compensation Plan awards granted to managerial and professional employees. The NYSE noted that the net income of the exchange isn't the only metric used to determine employee compensation.
Such incentive plans were an outgrowth of a 1995 review undertaken by the consulting firm Hewitt Associates with an eye to keeping top executives at the exchange. In remarks to the NYSE board that year, Stanley Gault, the head of the exchange's compensation committee, noted a "serious shortfall in total compensation" at the Big Board, in comparison with other financial-services companies, the documents show.
"The Exchange is competitive in terms of salary and annual incentives," Mr. Gault said in his Dec. 7 remarks to the board, according to NYSE documents, "but because there is no opportunity to provide a traditional long-term incentive vehicle such as stock options, restricted stock or performance shares, there is a significant shortfall in total compensation." To remedy the problem, Mr. Gault recommended the use of "target awards" and other performance-based payments to be made every three years, among other things.
For 2001, compensation committee documents show that incentive packages awarded to Ms. Kinney and Mr. Britz, who had been simultaneously promoted to co-chief operating officer, were $2.3 million apiece. Mr. Kwalwasser was granted $1 million in incentives. The same year, Mr. Grasso received $25.6 million, plus $5 million in recognition of his efforts to reopen the exchange after Sept. 11.
The documents also show that Mr. Grasso's retirement compensation ballooned in recent years as a result of a variety of moves approved by the board. In 1994, before he became chairman, his target annual pension was $673,333. When he became chairman in 1995, it more than doubled to $1.4 million.
Over the years, Mr. Grasso's retirement accumulation grew, not only with his growing pension, but with the addition of various other retirement vehicles. The documents show that the $139.5 million Mr. Grasso received was made up of $85.2 million in his supplemental executive pension (SERP), $29.6 million in incentive compensation plans and $13.2 million in the Capital Accumulation Plan. He also had $6.4 million in the supplemental executive savings plan (SESP), and $5.1 million from a special 2001 award.
It appears his pension got a big boost from changes adopted in recent years. For one thing, he is credited with an additional four years of service. That increases his pension, which is based on a traditional formula that multiplies years of service and final pay. Granting executives additional years of service when calculating pensions has become a common practice at many companies.
纽约证交所高层肥了自己腰包
纽约证交所董事长格拉索(DICK GRASSO)的薪酬之高使其看上去不太像是监管机构的负责人，而更像是华尔街公司的管理人士，然而，这种情况在纽约证交所中并非仅限于其一人。
《华尔街日报》记者看到的一份薪酬委员会的报告显示，尽管近来股市不景气，很多上市公司股价纷纷下跌，但纽约证交所的另外3名管理人士的年度奖金总额均达到7位数。
2002年，纽约证交所的两位联席首席营运长兼总裁凯瑟琳?金尼(Catherine Kinne)和罗伯特?布里兹(Robert Britz)的奖金每人均高达295万美元，而负责监管事务的执行副总裁Edward Kwalwasser的奖金也达100万美元。
上述数字还不包括薪金。与此同时，纽约证交所的净利润 创下2,810万美元的近期低点。
应证券交易委员会(SEC)主席威廉?唐纳森(William Donaldson)的要求， 纽约证交所方面本周披露了其管理人士的薪金数字。这一披露可能会导致SEC等部门加强对纽约证交所内部的公司治理问题的监管。而格拉索本人退休金总额高达1.395亿美元的消息已经引发了人们对于证交所和其董事会的广泛批评。薪酬数字显示，和其他证券监管部门相比，纽约证交所管理人士近年来的薪酬与华尔街大型公司的水平更为接近。
事实上，有关文件显示，在格拉索于1995年被提升为证交所董事长兼首席执行长的前后，纽约证交所就已开始采用新的薪酬制度，希望通过提高奖金和其他福利，来招募并留住优秀人才。
纽约证交所昨天表示，其激励计划的标准是根据证交所及其下属各部门的表现而制定的。这些标准是在年初时确定的，每年都可能有所不同。
和在纽约证交所开展业务的很多华尔街金融公司一样，纽约证交所也受到了3年前开始的熊市的打击，这个熊市行情在去年多数时间中有所好转。2000年以来，纽约证交所的净利润已从原先的7,290万美元降至目前的2,810万美元，降幅高达61%。
盈利并非衡量纽约证交所是否成功的一个主要标准，因为其本身就不是一个盈利性机构。确保市场交易的公平有序和吸引新的上市公司才是其主要职责。纽约证交所在对SEC调查的答复中说，其2001年业务量达到空前水平，处理了144家公司的上市工作，处理的执法案件数量之多也创下纪录，成功地应对了911事件对市场的冲击（包括9月17日实现复市），如此等等。
得克萨斯大学(University of Texas)公司和证券法教授Henry Hu说，纽约证交所使用的这些标准要比公司使用的股价或每股收益等指标模糊地多，而且主观性太大。他还说，在牛市行情下，无论证交所管理人士的个人表现如何，上市公司的数量和成交量一般都会增加。
他说，因此，证交所等机构的很多高层人士无视了其真正的职责。他们总是把自己与那些赚大钱的人相比。但别人赚大钱并不意味著你也就应当有高薪酬。
公司治理问题专家和在证交所上市的公司都对格拉索的薪酬数额提出批评，认为作为证交所董事长的他无需承担投资公司所面临的那种金融风险，而且其任职期间股市行情又不好，因此其薪酬过高。
此外，华尔街管理人士的部分薪酬是以股票方式发放，而纽约证交所管理人员的薪酬却全部为现金。
格拉索称，他知道股市下跌影响到了人们对其收入水平的看法。他在周二的新闻发布会上说，当他1999签约时，没有人会预料到证交所以后的利润状况。
但他又说，尽管股市下跌，纽约证交所在各个方面仍然有很好的表现。他在向证交所董事会报告2000年业绩时说，他认为2000年是证交所不寻常的1年。董事会会议纪要显示，他还说过2001年也是证交所不寻常的1年这样的话。
纪要指出，格拉索的这些评价对决定向证交所管理和专业人员发放的奖金数额起到了作用。纽约证交所表示，证交所的净利润并非确定员工收入水平的唯一指标。
纽约证交所的激励计划是在咨询公司Hewitt Associates 于1995提出的一项建议的基础上加以改进的，目的在于留住公司的高层管理人士。证交所薪酬委员会主管斯坦利?高尔特(Stanley Gault)当年在董事会会议上发言说，与其他金融服务公司相比，纽约证交所员工的薪酬过低。为了改变这种状况， 高尔特建议每3年发放目标奖金(target awards)和基于绩效之上的其他报酬。
