Great article about the stock options:
http://www.dfw.com/mld/dfw/business/13599436.htm
Unions overreacting to American bonuses
By Mitchell Schnurman
Star-Telegram Staff Writer
Sounds like old times at American Airlines.
Senior executives are getting million-dollar bonuses, and union leaders are acting as if the company is taking their firstborn.
It's almost as if American is making enough money to fight over. (It isn't.)
Or that American workers don't have more pressing things to worry about. (They do.)
So why hyperventilate over some midrange bonuses that were earned over the past three years and still leave American executives vastly underpaid?
My guess is that union members are genuinely angry about the bonuses, after the hefty pay cuts they took in 2003.
So leaders have to beat their chest in public and show the rank and file that they're not in management's pocket.
Let's hope they don't really believe what they said -- that this is the biggest crisis since the company averted bankruptcy three years ago and that American's future hinges on how it's handled in coming weeks.
If nothing is done, said Ralph Hunter of the pilots union, "AMR's executive bonuses may turn out to be the most costly ones ever paid out in this company's history."
Of course, Hunter invoked the Don Carty scandal in 2003, which cost Carty the top job and nearly killed American's restructuring in the cradle.
It's a natural quote, but it's wrong. Carty had to go because he deceived American employees and the board; he approved of a secret plan to protect the executives' retirement programs from bankruptcy, while everyone else's pensions were at risk.
It was the threat of losing their pensions that persuaded union employees to accept pay cuts totaling $1.6 billion a year.
Fast-forward to this week's uproar. Almost 1,000 managers at American will get bonuses in April, according to a pay plan that was approved in 2003 -- and shared with the unions and anyone else who read the company's annual proxy statements.
It's notable that a stock-based pay plan has been in place at American since 1988; it just hasn't paid out for years, because the company was foundering.
American is still losing money, despite cutting costs and improving efficiency.
If not for $60 oil, however, American would have been deep in the black last year. Its rising stock price reflects the fundamental improvements of the past three years.
The bonuses hinge on American's stock performance over that three-year period, comparing AMR with six competitors, including Southwest Airlines. If American ranks last, managers get nothing; but American ranked first this time, thanks to a 169 percent increase in the stock price.
Most of the competition, it turns out, ended up in bankruptcy.
American executives get a set number of units, which equate to shares of AMR stock, and they're converted to cash in April.
The company hasn't said how much money will be distributed, but the awards to the most senior executives were disclosed in the 2004 proxy.
Chief Executive Gerard Arpey declined the award, understanding the publicity implications.
Dan Garton, American's marketing chief, got the most performance units, which are worth about $1.7 million at today's stock price. William Ris, the head of government affairs, is one of three executives with a stake worth about $1.4 million.
Some managers will get as little as $2,000, according to the flight attendants union, which said the bonuses were "not in the best interests of the company."
I beg to differ: If American doesn't offer some upside to its executives, how will it keep them? (Its executive salaries are far below the going rate.) And if managers don't get the upside when the stock price quadruples, when will they get it?
A couple of million dollars is a lot of money, to be sure, but it's almost chump change in the world of executive compensation. Consider the bonus requested by Stephen Cooper, overseeing the unwinding of bankrupt Enron for four years.
Cooper has asked the court for a $25 million "success fee," on top of his $1.3 million in annual salary.
His firm has also received millions in professional fees during the company's liquidation.
Want an example closer to home? Jeff Campbell was American's chief financial officer in 2003, and the company went to great lengths to keep him, awarding him stock worth $288,000 at a time when no other American executive was getting anything extra.
Campbell still bolted for McKesson Corp., a San Francisco health care company.
Campbell was paid $412,674 at American in 2003. In his first full year at McKesson, he received more than $2 million in salary, bonus, stock awards and other compensation.
It costs more to live in San Francisco, so McKesson also threw in $288,000 to help with the relocation.
In the past several years, American has lost another chief financial officer and a top human-resources executive to companies in other industries. It's regularly raided for management talent, especially in finance and information technology, and the turnover rate in some pockets of the company is as high as 29 percent.
What would Garton and Ris command in the open market? A lot, lot more than $1.7 million, especially after three years of a turnaround.
It's hard for everyday workers to comprehend the huge paydays that are common for executives, and I've written about many of the excesses. This simply isn't one of them.
There's some danger in the unions exaggerating the situation. American is hardly home free in its business, even if Wall Street loves its prospects today, so employees will have to keep working together to make improvements.
But at some point soon, American also has to start paying the market rate for management talent.
Even Arpey, who has turned down bonuses and stock options in the past, has begun to sign on. It won't be long before he gets a major windfall, along with the rest of the management team.