To: dantecristo who wrote (5053 ) 9/3/2003 8:56:12 AM From: dantecristo Respond to of 12465 "SEC seeks details of NYSE pay deal By Landon Thomas Jr. New York Times NEW YORK - The chairman of the Securities and Exchange Commission sent a toughly worded letter to the board of the New York Stock Exchange on Tuesday, seeking more details about the compensation of its chairman, Richard A. Grasso. The letter from the SEC chairman, William H. Donaldson, is a highly unusual case of one regulator publicly criticizing another, and it adds extra force to what has become a groundswell of public criticism of the $140 million in retirement and incentive payments that the exchange's board awarded to Grasso last week. Robert Zito, the Big Board's chief spokesman, confirmed Tuesday that the board had received the letter and said the exchange would comply with its requests. Donaldson, who preceded Grasso as chairman of the Big Board, has made some off-the-cuff remarks about Grasso's pay in recent months. At a dinner for financial journalists in June, when asked about Grasso's reported yearly pay packages that approached $20 million in 2001, Donaldson said, ``I guess I left the exchange too soon.'' Donaldson receives a salary of $142,500 as SEC chairman, with no bonus. The Big Board, a self-regulatory organization owned by its corporate members, falls under the broad jurisdiction of the SEC, which is more in the practice of disciplining corporations and individuals for infractions of securities laws. According to SEC officials, Donaldson was first made aware of the exchange's decision to disclose the details of the package when Grasso called him late one evening before it was announced last week. These people say that Donaldson was immediately shocked by the figure. As a previous chairman of the exchange, he had long considered the chairman's role a public service, they said. Indeed, when he joined the exchange in 1990, he took a pay cut from his job running his own investment firm. The day after Grasso's call, Donaldson called him back and said that $140 million was not only out of line but that a contract extension he also received, during a broad review of the exchange's corporate governance practices, was just as unseemly, according to SEC officials briefed on the conversation. These people said that Donaldson added that the $140 million award was making it more difficult for him to convince executives that pay levels should come down if Grasso, as the head of such a public body, was being paid so much. Grasso said, according to these officials, that it was the board's decision and that he supported it. In his letter Tuesday, Donaldson asked for a copy of all the minutes of compensation committee meetings and well as broader board gatherings where the details of Grasso's pay package were discussed. Donaldson also asked for a complete accounting of a provision that guaranteed Grasso an 8 percent return on any deferred compensation. According to the exchange's directors, Grasso -- who received an annual pay package that for a number of years exceeded $10 million -- was able to accrue the large sums that he was paid last week by deferring virtually all of his pay and thus earning the guaranteed return. Other questions raised by Donaldson in the letter concern the effect that the pay package has on the exchange's operating earnings and what role the compensation committee has in determining the benefits for top executives. By entering the fray at this point, Donaldson has focused scrutiny on how Grasso could have received such a large sum. Big Board officials say Grasso has no intention of resigning, and the SEC has been silent about what its next step might be." Posted on Wed, Sep. 03, 2003 bayarea.com