The latest trip on the News Corporation gravy train trip — for chairman Rupert Murdoch, son James and two other senior executives — has left the station and could, over the next three years, shower hundreds of millions of dollars in cash and shares on the four men involved.
Besides Rupert and James Murdoch, the other members of this exclusive train ride are CEO Chase Carey and finance boss David DeVoe.
The new arrangements could see all four men receiving a minimum of $US60 million in cash and shares and a maximum of $US123 million in cash and shares a year over the next three years, starting with the current 2011 financial year.
For the four, there are cash bonuses of a minimum of $37.5 million for the current financial year, and a maximum of $100.5 million. This is before base salaries paid to the four men (US4.05 million in the case of Carey this year and $US8.1 million in 2009 for Rupert Murdoch).
In addition, the four men could receive a further $US22.5 million of News Corp shares (in varying proportions), for the current financial year. The bonuses and the performance share awards for 2012 and 2013 were not given in the filing with the US securities and Exchange Commission filing overnight. They will be announced at later dates in each of the years, judging from the filing.
The filing said “The new compensation framework is intended to increase the total portion of each eligible officer’s compensation that is performance-based and that is tied to the company’s equity and will be made in lieu of the company’s EPS-based annual bonus and discretionary long-term equity awards granted previously and described in the company’s proxy statement filed on August 20, 2009.”
The new system will almost certainly delivery substantial pay rises to the four men.
With the company now out of the mire caused by the global slump, with earnings rising thanks to higher advertising on TV, booming cable profits in the US and movies, there’s a belief the News Corp share price will rise in coming years, so tying remuneration more rightly to the share price would seen a good thing for the big four of News.
But they will have to get a move on, the share price though is now trading under its 2010 high and closed at $A16.64 in Australia yesterday, against $A17.95 at the start of the year.
Rupert Murdoch’s target cash bonus for the 2011 year is $US12.5 million with a maximum of $US25 million, plus $4 million in performance unit shares.
Carey’s annual base salary was cut in half to $US4.05 million, from $US8.1 million, to allow him to be eligible for a bonus of $US10 million with a maximum of $US20 million in performance-related share units, and another $US10 million in performance unit shares.
James Murdoch’s annual bonus target is now $US6 million, but he can receive up to $US12 million as his maximum bonus, and $US6 million in performance units. DeVoe has a $US5 million target bonus and a maximum of $US10 million and $US2.5 million of performance unit shares.
Except in the case of Carey, there is no mention of base cash salaries. In total Carey could receive $US4.05 million in base salary a year for the next three years, plus up to $US20 million a year in a cash bonus and $US10 million a year in performance share units. That’s $US34.5 million in cash and shares a year, or $US103.5 million.
Rupert Murdoch could receive a maximum of $US87 million in cash and shares over the three years ($US29 million a year, made up of a maximum cash bonus of up to $25 million a year and $US4 million of shares a year). His base salary will be on top of that.
In 2009, News Corp said Rupert Murdoch was paid a base salary of $US8.1 million. That would add minimum of $US24 million to the $US87 million over the next three years, assuming no other changes. In total, $US11 million for the News Corp boss.
In 2009 News said Murdoch was paid a total of $US19.8 million.
With his base salary of an unchanged $US8.1 million, target cash bonus of $US12.5 million and the $US4 million of performance units, his salary in 2011 could start about $US25.6 million and range up to $US37 million.
James Murdoch was paid a base salary of $US3.14 million in 2009 and had total remuneration of $US9.2 million. Under the new system, assuming no change in his base pay, James Murdoch could receive between just over $US15 million and just over $US21 million a year for each of the three years. Or from more than $US45 million in cash and shares to over $US63 million.
Two further points: the performance share units are News Corp A shares, the insiders’ shares, the real ones, with voting rights attached, the ones the Murdoch family uses to control News. So that will tighten slightly the control the family and its friends have on News Corp.
And why reveal the change in remuneration now? The News Corp board met on August 2. The results for the 4th quarter and the 2010 financial year are out today, Sydney time.
News Corp and the Murdochs never do things casually. The SEC filing is convoluted and early media reports focused on the changes to the bonus system for the current year and the alteration to Carey’s pay.
But the reports didn’t look at the fact that this is a three-year arrangement and will mean much higher cumulative payments for the four men involved in that time. This report from the Wall Street Journal was circumspect in the way we have not become accustomed to from News Corp papers reporting on the affairs of the company and the Murdochs.
Perhaps they think the new payment system will be swallowed by the publicity from what will be a solid 2010 and 4th quarter earnings report.
Crikey encourages robust conversations on our website. However, we’re a small team, so sometimes we have to reluctantly turn comments off due to legal risk. Thanks for your understanding and in the meantime, have a read of our moderation guidelines.