Ousted CEO Wagoner got 167 percent raise, $1.8 mil bonus while GM ailed even before meltdown

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In a public-relations move after prior criticism of his luxury travel, Wagoner drove a GM Volt to Capitol Hill last December.
While the share price of already ailing GM fell by nearly 17 percent during 2007, CEO Rick Wagoner's total compensation increased that year by 41 percent, from $10.2 million to 14.4 million, according to the company's proxy filing ahead of its June 2008 annual meeting.

In addition, Wagoner got a bonus of $1.8 million for his work during 2007, after receiving no bonus for 2006, says the filing, the most recent one filed by the company with the SEC because GM's 2009 annual meeting hasn't taken place.

The biggest chunk of Wagoner's 41 percent total pay hike for his stewardship of GM in 2007 was in his pension and deferred compensation, which skyrocketed by 167 percent, from $1.5 million in 2006 to 4.0 million in 2007, the records show. (See page 36 of the proxy filing PDF here.)

Wagoner has now been ousted from GM — forced out by the Obama administration, as was widely reported over the weekend. But that's more than three months since the government started clamoring for his ouster. (See my December 8 item "U.S. to GM CEO: Take a Hike," which cited this Wall Street Journal story: "Outside Pressure Grows for GM to Oust Wagoner.")

GM's future is clearly shaky, but Wagoner's own role in GM's executive-compensation decisions has been unclear, judging from the proxy filing, in which the company talked out of both sides of its mouth.

On page 58, the proxy noted a typical stockholder proposal asking for simply the right to vote on an "advisory resolution" to "ratify the compensation" of Wagoner and other top executives. GM, like nearly all other companies, urged shareholders to reject the proposal. GM management argued in part:

The [Executive Compensation] Committee, comprised entirely of independent directors, is responsible for overseeing the development and administration of the compensation and benefit programs for GM's executives.

That would apparently mean that, because Wagoner was the only board member who was not an "independent director" (as the proxy says elsewhere), he was not only not a member of the Compensation Committee but was also not "responsible for overseeing" executive pay.

But that seems to be directly contradicted by a passage on page 25, under "Role of Management in Compensation Decisions," that talks about how he "plays an active role" in executive compensation. The complete sentence is this:

Our CEO, Mr. Wagoner, believes compensation plays an important role in aligning and motivating the GM executive team to achieve key corporate objectives, and so he plays an active role in the development of our compensation plans.

And in fact, Wagoner and other execs are invited to sessions of the Compensation Committee, as a passage on page 12 says:

The Executive Compensation Committee may invite members of management to its meetings and such other persons as it deems appropriate in order to carry out its duties and responsibilities.

How golden his parachute will be is probably still unclear. But at least from now on, it appears that Wagoner will not be officially participating in GM's boardroom decisions on his or other top execs' compensation.

The automaker is on the precipice of bankruptcy, and, as noted above, the Obama administration is in effect ousting him from his dual GM jobs as chairman and CEO, as the Times (U.K.) reports in "Rick Wagoner to step down from GM in return for more aid."

Even before its precipitous drop since January 2008, GM's share price had sputtered ever since Wagoner became the company's president and chief operating officer in 1998.

The Times (U.K.) doesn't make the connection with Wagoner's 2007 total pay, but it does note that GM's losses didn't start occurring only after last year's Wall Street meltdown:

GM, which is the world's second largest car company by unit sales, has made $82 billion in losses in the past four years and would have gone bust at the end of last year if the US Government had not stepped forward with the loan.

The company lost its ranking as the world's largest automaker during Wagoner's rise to power (he was elevated to the dual jobs of chairman and CEO in June 2000). But GM's share price was moving alongside the Dow in June 2004 despite its growing troubles. Then, during 2005, GM's share price dropped by 53 percent (comparing its opening prices from year's beginning to year's end, but in this case from its January 3, 2005, opening price to its December 27, 2005, opening price). It generally held at that level lower than the Dow during 2006 and 2007 — but it began its more precipitous slide compared with the Dow even before the end of 2007.

During calendar year 2007, according to the automaker's proxy filing in April 2008, GM's share price consistently underperformed in comparison with indexes including the Dow. The Detroit automakers, by the way, haven't moved in lockstep: During 2005, for example, charts show that Ford, which was selling for far less than GM at the time, nevertheless skyrocketed in percentage during mid-2005 while GM fell and the Dow held steady. (See one version of GM's basic chart in comparison with Ford and stock indexes at Yahoo Finance.)

The automaker then began its final precipitous share-price drop in January 2008 — a drop more sharp in percentage than that of Ford and the major indexes.

GM's next proxy filing, which will officially reveal Wagoner's total compensation during calendar year 2008, probably won't be filed until next month.