I would love to see the data supporting Siebel's monster grant -- a committee would require some backup -- because, in a recent survey of 140 companies, my calculations show his pay of US$227.5 million to be 2,347 percent over market for a computer software company of his outfit's size.
Spence's pay as a board member varied as well. He received about US$70,000 at Exult Inc, where CEO James Madden's pay of US$1.1 million seems on the low side and the same from Nike. General Mills paid Spence a generous US$265,000 -- and he earned a whopping US$879,000 from Siebel Systems.
Siebel Systems itself misled shareholders and failed to follow disclosure rules laid down by the US Securities and Exchange Commission. Siebel's proxy has words to the effect that no director received any cash compensation in 2000; it didn't say outside directors received options on 40,000 split-adjusted shares.
SEC rules state that all compensation conferring an economic benefit, cash or otherwise, must be disclosed. Those 40,000 shares have an estimated present value at grant of US$879,000, although today they are underwater.
None of this should suggest that Spence isn't doing a good job as a director. First, he's only one member of the board and CEOs dominate their boards, not the other way round.
And, though Spence studied math as a Rhodes scholar at Oxford, as a board member he may be a victim of asymmetric information -- proving that even Nobel laureates can sometimes buy a lemon.
Graef Crystal is a columnist for Bloomberg News. The opinions expressed are his own.
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