Advertisement

CORPORATIONS UNDER PRESSURE : SEC OKs Bid to Review Reebok Chairman’s Pay : Shareholders: A pension fund will call for establishing a compensation committee at the shoe maker, which paid Paul Fireman $33.3 million in 1990.

Share
TIMES STAFF WRITER

The clamor over excessive pay for corporate executives grew louder Friday as a major New York pension fund won a key victory in contesting compensation at Reebok International.

In one of the first applications of a recent Securities and Exchange Commission policy change that allows shareholders to submit executive compensation proposals in corporate proxy materials, the New York City Employees Retirement System won the commission’s approval to include a proposal calling for an independent compensation committee to be established at Reebok.

Reebok’s 49-year-old chairman, Paul Fireman, received a total package of $33.3 million in 1990, despite four years of lackluster corporate performance. The Stoughton, Mass.-based shoe manufacturer’s 1990 profits showed virtually no increase over the previous year, although last year’s earnings jumped 33% to $234.7 million on sales of $2.7 billion.

Advertisement

Fireman’s pay last year caused UC Berkeley professor and compensation expert Graef Crystal to identify him as the nation’s second most overcompensated executive after Time Warner Chairman Steven J. Ross.

In a letter responding to Reebok’s objection that the proposal should not be included, the SEC said that “proposals relating to senior executive compensation no longer can be considered . . . ordinary business. We are also unable to concur with your view that the proposal may be excluded . . . on the basis that it has been ‘substantially implemented.’ ”

Reebok Vice President Jack Douglas defended the compensation committee as “independent in the opinion of the board of directors,” but said the company would not contest the SEC decision. “Corporate governance will have a chance to work,” he said, “and shareholders can choose whether they like the New York City policy better or the policy we already have.”

The SEC policy change, which took effect in February, has resulted in at least 10 major corporations--including International Business Machines, Chrysler and Eastman Kodak--adding shareholder proposals to proxy materials.

In a related development, New York State Comptroller Edward Regan, head of the state’s $51-billion public-employee pension system, proposed that the SEC permit large shareholders to include a critique of corporate performance in annual proxy statements.

Regan said shareholders who own at least 0.5% of a company’s outstanding shares for at least five years should be eligible to write a 300-word assessment of its long-term performance and management’s ability to achieve future growth.

Advertisement

He said he favors this approach over competing proposals that suggest institutions should discuss their concerns in private. “I don’t believe in secret phone calls,” he said. “Put it right in the proxy and let everyone look at it.”

In another action, one of the nation’s most successful businessmen, Texas billionaire H. Ross Perot, attacked chief executives at an SEC conference Thursday for paying themselves “obscene salaries” while overlooking the needs of shareholders and employees.

“It’s obscene to have the gap between the factory floor and the corner office that we have,” he said.

Advertisement