Wednesday, June 25, 2008
REIT Pay Is Staying Strong
Stocks of real-estate investment trusts had a dreadful 2007, down more than 20% as a group. But executives and board members of those companies didn't see a corresponding hit to their wallets, according to a new analysis.
A study by FPL Associates, a Chicago compensation consultant, found that total remuneration for top executives at 100 REITs was essentially flat, decreasing 0.3% from the year before. The study looked at federal corporate filings and included only executives who remained in the same position from year to year. Several companies also took advantage of relatively low stock prices last year to augment long-term compensation programs.
How did compensation remain flat given that so much of it these days is made up of company stock, which was down so sharply? Bigger bonuses, high salaries and more shares, according to FPL managing director Jeremy Banoff. "I was very surprised at the base salary increases," he says. They were up 7.3% across the four positions looked at in the study: chief executive, chief operating officer, chief financial officer and general counsel.
The average REIT chief executive made $2.77 million in 2007, down 10% from 2006. But the other three corner-office positions all saw increases: Operating chiefs made $1.76 million, finance chiefs made $1.31 million and general counsels made $920,000.
Marc Holliday, chief executive of New York office giant SL Green Realty Corp., was the highest-paid REIT top dog. He had $17.4 million in total compensation last year, according to an analysis from SNL Financial. Much of that came from a $7.5 million bonus, by far the largest in the industry. SL Green stock's total return in 2007 fell 27.8%. SNL Financial's office REIT index was down 20.5%. An SL Green spokesman noted the company's total return was 250% in the past five years and that Mr. Holliday exceeded "by a wide margin" performance goals set for himThe second-best-paid CEO was John Kilroy of Southern California office REIT Kilroy Realty Corp.; he made $14.1 million, most of that in the form of stock. Joel Marcus of California-based medical-services landlord Alexandria Real Estate Equities Inc. was third; he made $8.8 million.
Several companies took advantage of low stock prices to start new long-term incentive programs, including Vornado Realty Trust and AvalonBay Communities Inc. Developers Diversified Realty Corp., an Ohio-based retail REIT, created a new equity program to supplement one it established in 2005. Its rationale: executives were out of luck if the company's stock went up and then down. The company hasn't disclosed exactly what the new program could cost. Scott Wolstein, DDR's chief executive, earned $3.2 million in stock and stock options in 2007. He missed out on an additional $3.7 million in stock because the stock didn't hit its total return target. DDR declined to comment.
Boston Properties Inc. implemented a $110 million long-term incentive program for its top brass earlier this year. The company has to reach a 30% cumulative return in three years for the executives to see the full payout, and it must beat the performance of their competitors measured by a broad index of REIT stocks. But they can also see hefty partial payouts if they hit below 10% but outperform their peers, or if they beat the 10% but lag behind their peers.
The Boston Properties executives are nearly a third of the way there because the company's expected dividend will comprise 3% of the cumulative return each year. That doesn't count potential special dividends that also are included in the calculation. For instance, in 2007 and 2006, Boston Properties sold properties near the top of the market and issued special dividends worth 4.8% and 6.6% of its stock's value at the time. It also bodes well for executives that the plan uses as a starting point Boston Properties' $92.83 stock price as of early February, 18% off its all-time high, though also well above its recent low of $79.88 a share.
Boston Properties' general counsel, Eric Kevorkian, defends the plan and says it prevents executives from seeing the full payout if the company doesn't beat its peers. Boston Properties also points to a Citigroup, Inc. analyst's report from January that lauded the new compensation program. "The plan is completely aligned with shareholders," the report said.
Boston Properties Chairman Mortimer Zuckerman would make $15 million if the targets are met. Chief Executive Edward Linde would make $13 million. President Douglas Linde would make $12 million. That is on top of their existing salary, bonus and long-term compensation. Mr. Linde, the CEO, for instance, had a total compensation of $4.9 million in 2007, according to company filings.
It wasn't just the executives who preserved their remuneration in a terrible year for REITs. Board members' average compensation increased 6.7% to $107,580. Board members' pay has skyrocketed in recent years, which companies have justified by pointing to the board members' larger role since the implementation of Sarbanes-Oxley. In 2002, they made on average $45,575.
Write to Alex Frangos at alex.frangos@wsj.com
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