Original URL: http://www.theregister.co.uk/2009/10/29/sun_proxy_compensation/

Sun aims for sky, shoots self in foot

Targets not acquired

By Timothy Prickett Morgan

Posted in Servers, 29th October 2009 16:56 GMT

As European regulators drag their feet on approving Oracle's $7.4bn acquisition of Sun Microsystems, the securities laws for public companies back home in the States compel Sun to still do its paperwork. Sun has dutifully sent out the proxy notices to shareholders telling them to mark their calendars for the annual shareholder meeting, and another note detailing the compensation packages of the top brass at the company.

Considering that Sun has had a difficult couple of years, has been trying to sell itself since last November and has laid off 8,000 employees in two rounds of layoffs in the past 12 months to try to get costs aligned with decreasing sales, it comes as no surprise that the compensation for Sun's executive suite has gone down. Sun would have to be a Wall Street bank for it to be otherwise. That said, the golden parachutes that these executives have and even their diminished pay and other compensation is pretty sweet for a bunch of people who are rarely talking the Sun talk these days to help peddle products.

According to the proxy statement just filed with the Securities and Exchange Commission, Sun will be hosting its annual shareholder's meeting on December 17 at Sun's Santa Clara campus in Silicon Valley, where stock holders will vote in a slate of directors for the Sun board and pick Ernst and Young as the company's auditors - standing operating procedure. If Oracle's deal pulls through before then, the Sun shareholder meeting is canceled, so only use pencil on your calendar rather than ink.

None of that is particularly interesting. The compensation packages and golden parachutes are, as is the stake that Sun's own executives have in the game. Scott McNealy, Sun's co-founder and chairman, has 17.3 million shares and options, giving him a 2.3 per cent stake of Sun and meaning that he will pocket $164.5m if the Oracle deal goes through and exercises 3.1 million in options before the end of December.

Sun's president and chief executive officer, Jonathan Schwartz, has 592,589 shares plus just under 1.5 million options, and if Schwartz exercises those options, then he stands to get $19.8m if the Oracle deal consummates. All told, Sun's top 21 executives have just under 16 million shares and options on another 6.9 million, giving them just over a three per cent stake in Sun - and a $217.5m stake in the outcome of the deal.

Incidentally, Barclays Global Investors has 37.6 million shares, which is five per cent of the outstanding shares, and that is worth $357.3m if the Oracle acquisition closes. Heaven only knows how much money Barclays kicked in to Sun's shares over the years and if its investment is underwater.

The proxy statement is interesting in that it details the financial targets that Sun set to calculate the compensation for Schwartz, and reveals that the company did not even come close. Part of that is due to the economic meltdown starting last summer, when Sun began its fiscal 2009; part of it is due to the rumors about the IBM deal in March and then the subsequent Oracle deal in April and all the uncertainty surrounding the deal; part of it is due to the uncertainty of Sun's products lines; and part of it is because Sun just has a lot more trouble selling servers and making money than it once used to.

Sun missed targets for all four quarters of fiscal 2009, as it turns out. The goal for the first quarter ended in September 2008 was for $3.21bn in sales and $180.9m in operating income, but Sun only brought in $2.99bn in sales and had a $72m operating loss. In fiscal Q2, when Schwartz had begun the acquisition dance with Big Blue, the goal was to have $3.71bn in sales and $453m in operating income; but Sun only brought in $3.22bn in sales and only $79m in operating profits.

The IBM deal only went public at the end of fiscal Q3, ended in March, so you can't blame that blown deal for the fact that sales were only $2.61bn and Sun booked an operating loss of $65m, compared to the CEO compensation bonus plan target of $3.43bn in sales and $253.3m in operating income. The fourth quarter of fiscal 2009 ended in June, when the chilling effects of the pending Oracle deal were in full effect, Sun was ridiculously below targets. The bonus plan for Schwartz called for Sun to have $3.94bn in sales and $557.3m in operating income; what actually happened is that Sun booked $2.63bn in sales and had an operating loss of $105m.

Trick or treat?

Schwartz gets a $1m annual salary from Sun, a level that has stayed the same for the past three years, according to the proxy. But stock awards and options, plus other compensation, Sun's president and CEO had a total compensation of $6.2m in fiscal 2009. That's 20 per cent less than last year, and less than half of the $14.1m Schwartz took home in fiscal 2007.

Mike Lehman, Sun's chief financial officer, gets an $800,000 salary and pulled in $1.43m in total compensation in fiscal 2009, down sharply from the $3.73m he got in fiscal 2008. John Fowler, executive vice president and general manager of Sun's Systems Group - and very likely the person who will run the Sun unit if it becomes part of Oracle - had a $575,000 salary and $1.75m in total compensation, down a smidgen.

Greg Papadopoulos, Sun's chief technology officer, had $2m in total compensation, also down a bit, and Peter Ryan, who is the executive vice president of global sales and services, got $2.38m in total compensation in 2009, mysteriously including a $705,640 accelerated retention bonus payment from fiscal 2010 and another retention bonus for fiscal 2009.

The proxy also shows the silver and golden parachutes that the top brass at Sun have - the silver one being if they are involuntarily removed and the other if they are terminated following a change of control in the company. Schwartz has a $12.8m golden parachute, while Lehman has a $4m one, Fowler has a $3.8m deal, and Papadopoulos has a $4.1m cushion. Ryan, who is a British citizen, has a $5.1m package. McNealy has a golden parachute set at just over $10m.

With those kinds of numbers, it is no wonder that everyone is behind the Oracle deal going through, and Sun's top brass were actively seeking a deal with IBM and perhaps other companies. Being fired is worth more than coming to work.

One more thing: Sun has yet to report its financial results for the first quarter of fiscal 2010 ended in September. My guess is that Sun will sneak this out after the markets close tomorrow. Trick or treat. ®