Time Warner (NYSE: TWX) was determined to drag this process out all week — Jeff Bewkes was announced as incoming CEO Monday, the earnings call was Wednesday morning and the 8-K explaining his compensation was file late Friday afternoon. That 8-K sets the remaining tenure for Dick Parsons as chairman of the board for another year. Bewkes had an out clause had he not been appointed president and COO two years ago; a similar clause gives him an out should he not be elected chairman of the board by Jan. 1, 2009.
Some other quick-look details:
— The new employment agreement starts Jan.1, 2008 and runs for five years.
— Bewkes will get a minimum salary of $1.75 million the first year, with a raise to no less than $2 million should he be elected chairman.
— He can be paid an annual discretionary bonus of with a target of $8.5 million; he also can receive long-term incentive compensation with an identical target value. The potential bonus total: $17 million annually. The first year, the long-term incentive payment will be in the form of options at a par value of $0.01 per share.
— Bewkes got options to purchase 950,000 shares once the agreement, dated Nov. 5, was executed; he is to be awarded 250,000 target performance stock units (PSUs) in January. The payout of those units is based on the total stockholder return (TSR) of TWX relative to other companies in the S&P 500.
The formula is explained in the filing, as are the rest of the details.
Parsons’ pay: As chairman only, Parsons gets a minimum of $1.5 million annual salary, also his minimum as chairman and CEO, and can receive a discretionary cash bonus with a target of $2.9 million and long-term incentive with a target value of $3.2 million. Parsons’s
New CFO: Incoming CFO John Martin has a minimum of $1 million salary, annual discretionary bonus targeted at $2 million and annual long-term incentive targeted at $3 million. Current CFO Wayne Pace will get $1 million a year for two years as a part-time employee and advisor.
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