EMC CEO set for $13 mln in 2004 compensation
Fri Mar 11, 2005 03:49 PM ET
By Eric Auchard
SAN FRANCISCO, March 11 (Reuters) - Joe Tucci, chief executive of corporate data storage leader EMC Corp. (EMC.N: Quote, Profile, Research) , stands to pocket nearly $13 million for 2004 as the company held the line on salary and stock options but boosted restricted stock compensation, EMC said in a filing on Friday.
In a proxy filing with the U.S. Securities and Exchange Commission, EMC said two proposals opposed by management will be put to a vote at an annual shareholder meeting in May, including one that calls on the EMC board of directors to tighten rules governing who can sit on its audit committee.
Tucci exercised 350,000 outstanding stock options with a value of $3.34 million during 2004. He holds 2.8 million additional exercisable options and 5.34 million shares that were not exercisable at the end of 2004, the proxy said.
The total value of Tucci's in-the-money options is $26.5 million, which includes $17.8 million worth of still unexercisable options, the annual proxy filing states.
The number of outright stock options awarded Tucci in 2004 dipped slightly to 1.12 million, down from 1.20 million in 2003, for an estimated current value of $5.59 million, based on a Black-Scholes options pricing calculation. The value of these options declined 29 percent from the $7.9 million Tucci was awarded in 2003, according to a company spokeswoman.
Shares of EMC rose 15.1 percent in 2004 over 2003, outperforming the S&P 500 Composite index, which rose 10.9 percent.
Tucci's base pay for 2004 remained steady at exactly $1 million, while his bonus rose 10 percent to $1.88 million from $1.71 million in 2003.
TWO PROPOSALS OPPOSED BY MANAGEMENT
EMC faces two shareholder proposals opposed by management, including one by the Sheet Metal Workers' National Pension Fund that calls on the company to forgo fixed-price stock options for executives in favor of performance-based options.
Like many high-tech companies that use stock options as a major incentive, management opposes this as too restrictive because it could hurt its ability to retain key employees.
A second proposal put forward on behalf of New York City Pension Funds by William Thompson, the comptroller of New York City, calls for a more restrictive definition of how independent the members of the audit committee must be from EMC management.
"An independent director is someone whose only nontrivial professional, familial or financial connection to the corporation ... or its executive officers is his or her directorship," states the proposal to be put to a vote.
The management opposes this for hampering its ability to attract qualified board members, EMC said.
None of the four current members qualifies as an insider as defined by SEC or New York Stock Exchange rules, the company said in the proxy filing. EMC stock is listed on the NYSE.
However, the chair of the audit committee, W. Paul Fitzgerald, 64, who retired as chief financial officer of EMC in 1995, has a brother, son, daughter and son-in-law still employed at EMC.
The only shareholder proposal to be approved in recent years was one in 2002 that called on the company to take steps to ensure that a majority of the entire board was independent.
The company plans to hold its annual meeting on May 5 in Southborough, Massachusetts at a facility it acquired as part of its Data General acquisition in 1999. |
