Compensatory Arrangements of Certain (Microsoft) Officers

I saw today that Microsoft filed a Form 8-K. The initial financial news blurb really didn't get my attention and it put in my mental queue to read later.

Then Brier Dudley went and read it and blogged this post: Brier Dudley's blog Microsoft's new bonus plan for Steve Ballmer, et al Up to $20 mil apiece. Snippet: Instead of the current mix of cash bonuses and stock awards, executive bonuses will come from a pool - for fiscal 2009, that pool is the equivalent to 0.35 percent of the company's annual operating income during the year. [...] Payouts are capped at $20 million per individual. Oh well, I guess everyone's got to face the new economic reality.

Suddenly I was very motivated to read the 8-K, in a pissed-off sort of way.

From the filing:

Item 5.02 Compensatory Arrangements of Certain Officers

The Compensation Committee of the Microsoft Corporation (“Company”) Board of Directors has approved a new executive officer incentive plan (“Plan”) for the Company’s executive officers. The Plan replaces the existing annual cash bonus and equity award programs for the Company’s executive officers beginning with fiscal year 2009.

The Plan allows the Compensation Committee to establish award programs for specified performance periods (e.g., one or more fiscal years). The maximum amount payable to a participating executive officer is a percentage of an incentive pool for a performance period. For fiscal year 2009, awards will be granted from an incentive pool with maximum funding of 0.35% of Microsoft’s fiscal year 2009 corporate operating income. The awards granted to each participating executive officer will be limited to a fixed share of the incentive pool, and these awards may be further reduced or eliminated in the discretion of the Compensation Committee (or in the discretion of the Board of directors, for awards to the Company’s chief executive officer, Steven A. Ballmer). The Plan specifies a maximum amount of $20,000,000 that may be paid under the Plan to a participating executive officer for one or more performance periods that end during a fiscal year. Award amounts under the Plan may be made in either or both stock awards issued under the Microsoft Corporation 2001 Stock Plan and cash. Vesting of stock awards will be determined by the Compensation Committee. The 2001 Stock Plan generally requires that stock awards vest over at least a three-year period.

If I could shove my pockets full of cash would I flip off shareholders and employees worried about the stock price, too? No, not even I could do that, for (like this) all the money on the world. I guess the insider-trading gravy train must have started running out of steam and goodness knows we don't want our executive leadership looking for employment elsewhere, so what else could we do to retain them?

Given the feckless vote of confidence that a bunch of screw-ups like Yahoo! got at their recent shareholder's meeting, I don't have much confidence in our shareholders challenging our leadership. Stock price? Don't care, got mine. What kind of performance targets must the company reach to achieve the rewards? Not gonna tell you.

First SPSA. Now this. Microsoft is dying from the inside, and the folks sucking it dry have zero motivation to change things. It's working out pretty damn well for them.

And Microsoft shareholders say?

<<Crickets chirping>>

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