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Note: The committee report referenced in the article below concluded that until June 2003 CA directors had consistently failed to take "action in situations where, although action was not required to satisfy their fiduciary duties under Delaware law, it nonetheless might have benefited the Company and saved it from further harm." For a copy of the report, see:


Report of CA Board's Special Litigation Committee





Top CA Inc. execs take home more than $23 million



July 18, 2007


Six top executives at CA Inc. received more than $23million in combined salary, stock grants and options and other compensation in fiscal 2007, according to a financial filing.

The total, which includes stock and option awards received during the year but granted in prior years, is weighted toward chief executive John Swainson, whose combined compensation for fiscal 2007 topped $8 million, according to a proxy statement filed last Friday.


Among the elements of that package was $143,203 in personal use of CA's corporate jets and helicopter by Swainson and his family. CA also covered the potential tax implications of that aircraft use by Swainson to the tune of $20,000.

Personal use of a car and driver by Swainson totaled $3,380, CA said in its filing with the Securities and Exchange Commission. The company also provided him $38,978 in relocation/housing expenses during the year, and another $19,518 to cover taxes for relocation.

A shareholder proposal detailed in the proxy would change company bylaws to require the chief executive's compensation be approved by two-thirds of the independent directors. CA's board of directors are advising shareholders to reject the proposal, the proxy said.

Daniel Moynihan, principal of Compensation Resources, a Saddle River, N.J., consulting firm, said CA's executive pay numbers "don't seem out of whack" with the industry.

In addition, he commended the company for the increased level of disclosure in its proxy, including formulas for determining executive pay, and new details on executive perks.

"It's nice to see we're finally seeing really good disclosure of the numbers," Moynihan said.

Russell Artzt, the former executive vice president of product who was recently appointed vice chairman and founder, received the second-highest total compensation at CA for the year, at $5.6 million.

That package included $750,000 in salary, $1.88 million in stock awards and $2.1 million in options. Artzt earlier this year agreed to a $9-million settlement with CA following an internal report of misdeeds by past CA executives because of a compensation package granted in 1998. Artzt was not accused of wrongdoing.

Chief financial officer Nancy Cooper received a compensation package valued at $2.39 million, according to the filing, including $319,394 in salary, a $250,000 signing bonus, $593,699 in stock awards and $557,500 for a "non-equity incentive plan."

Kenneth Handal, CA's executive vice president, global risk and compliance, received $3.3 million in total compensation during the year, including $500,000 in salary, $879,298 in stock awards, $1.1 million in options, and $669,000 for the nonequity incentive plan. Handal's personal use of a company car and driver amounted to $60,000 during the year, according to the filing.

Chief operating officer Michael Christenson received a package of $3 million for the year, including $618,750 in salary and $1 million in stock awards.

Robert Cirabisi, the corporate controller who previously served as interim chief financial officer, made just more than $1 million in total compensation for the fiscal year.

A CA spokesman defended the pay packages. "CA's executive compensation program is designed to attract, retain and motivate executives to enhance profitability and enhance shareholder value," the spokesman said. "It also helps align the interests of employees with those of CA shareholders."

All of CA's existing directors are standing for re-election at the company's annual shareholders' meeting, a fact that irked at least one observer.

"I don't see how investors, customers, employees or anyone else can have much confidence in CA's transformation when the board just continues to renominate the same pre-2004 directors that their own special committee found responsible for the past failures of oversight," said Gary Lutin, who oversees a shareholder forum on CA. "It looks like they haven't learned anything, and they're still in charge."

CA in the past has stood by its directors, crediting some with uncovering past misdeeds and helping its post-scandal transition.

The shareholders' meeting will be 10 a.m. Aug. 22 at the Hyatt Regency Wind Watch Hotel in Hauppauge.


Copyright Newsday Inc.



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