SHOUT!

PERLMUTTER "GREED IS GOOD" MEETS MICKEY MOUSE

Folks, this is hardly new news nor is it the only example of the continuing saga of "executive greed" to show up in the past few weeks. But, it is a good example of of the clear lack of judgment by a Board of Directors, a story that is beginning to be heard over and over in the US and Europe. Don't get me wrong, I am in favor of people making as much money as they can and for incentivizing people to do things in the best interest of the shareholders. The Perlmutter story goes beyond the pale. It ventures into the colorful world of executive greed and Board justification that defies common sense.

A few weeks back, the Wall Street Journal reported that Chairman "Ike" Perlmutter received 1.27 million share options in the weeks one of his subordinates was talking to Disney about a closer relationship. Months after the initial discussions, Marvel and Disney agreed to merge. Sounds harmless, so far.

But, the shares were granted at around $23 per share. Eight months later, after the deal was announced, the share price hit $50 per share. Bingo, Perlmutter walks away with more than $34 million dollars for nothing but being at the firm an additional 8 months and agreeing to a deal that gives the shareholders $50 per share. Are you with me so far?

Perlmutter did a deal that was very beneficial to the shareholders. He should be applauded, you say? Well, he should, it was a favorable deal for the Marvel shareholders. Then why complain?

Perlmutter, before the options were granted, held 28.9 million shares of Marvel, or 37% of the total shares outstanding. His stake was worth $1.445 billion. That is not the problem, though. Perlmutter took Marvel and developed a solid franchise, one that he controlled through a mighty 37% of the shares. He earned every penny of the $1.445 billion, not only for what he did for Marvel, the compnay, but for the company's shareholders. Why would he soil his reputation and the merger with yet another example of executive greed?

The Board said they gave him more options because his contract was up in Nov 2009 and was part of an agreement to extend his contract. For years, Marvel had awarded executives restricted stock, not options. But, this year, only Perlmutter received options instead of restricted stock. The other executives received restricted stock, vesting over a period of time. This inconsistency is not, in itself a problem. The reasons given by the Board of Directors is the problem. Apparently the Board was concerned that Perlmutter did not have enough incentive to continue his strong performance. As reported in the Wall Street Journal article, this was the reason given to treat his option grants as options and not restricted stock and to grant them in the first place.

How much more incentive does a man need if he owns 37% of the company? If he screws up, it cost him in a reduced share price. If he takes the eye off the ball, he loses. If he works hard and does the right thing, he wins. Why can a Board not see that this man had enough incentive. Was there another reason for the grant. Could be?

This is just a clear sign of a Board of Directors detached from reality. Not only was the reason given faulty, but the timing has an appearance of pandering to the CEO, granting extra pay in the face of a merger. The need for Mr. Perlmutter to act in the best interest of the shareholders was present in his ownership of 37% of the company. That sounds like enough of an interest to keep his performance strong. A ill-timed, questionable grant of 1.27 million shares worth $34 million, or 2.3% of the vaue of his holding is hardly an incentive. It smacks of a Board of Directors under the control of a greedy executive looking out for the biggest paycheck, no matter what it looks like. It conveys a decision made by the Board that lacks credibility. The very thought that Perlmutter needed another $34 million to do the right thing for the company is ridiculous, utterly preposterous. It is something you would see out a cartoon book, not a cartoon Board of Directors.

Now, many of you out there will say, who cares, he made a lot of money for the shareholders. I can imagine no big shareholder will begrudge the extra $34 million. There are thousands of excuses, apologies, or dismissive words to describe their behavior as fiduciaries. There may be no difference between the vesting of the restricted stock and the employee options. That, too, is not the point. And, shareholders miss the point if they do not at least recognize that this is the very behavior that could bring excessive pressure from the Obama administration and the regulators to improve executive compensation standards. The Perlmutter flies into the face of the Obama administration's moves to reign in excessive executive compensation and greed. The Board's behavior furthers the argument for stricter compensation policies.

The last thing I want to see is the government setting executive compensation. But, corporations and their Board of Directors must take the lead and make sensible policies for executive pay, reign in incentives that will not work, like Perlmutter's bogus option to keep him performing strongly, and align the interests of the shareholders with the opinions and perceptions from Main Street. The vast majority of people are willing to see the masters of the universe make a lot of money for the effort the put out on behalf of the shareholders. But cases where some CEO schmo owns a large percentage of the company should not necessitate additional option grants to keep the CEO on the ball. The price of the stock should provide the incentive if that case. Boards need to stop justifying ridiculous decisions with the same old excuse as used with people who have little to no ownership of a company, yet need long term incentives to assure strong performance.

The Boards can do it or the regulators can do it. Who do you want setting compensation for executives? If you were Main Street today, you may be more comfortable with the regulators. Boards and CEOs need to start building credibility with Main Street. Hopefully Goldman Sachs will hear that when they decide to reward their culture of greed with pay above the 2007 levels after receiving a hefty amount of taxpayer dollars to tide them over the rough patch last year. I dare say, Main Street will feel they got screwed. I would have to agree. Not that the Money Machine has not performed exceedingly well, but we will never be able to know their true success. We can only glance a glimpse and then just only momentarily!