Citadel Broadcasting has filed the proxy for its annual shareholders meeting. The document shows that CEO Farid Suleman saw his compensation fall by nearly half last year – and much of what he did get has now been given back. He and two other directors are up for re-election at the meeting.
According to the company’s calculation of total compensation, Suleman received $6,081,890 in 2008, down from $11,215, 925 in 2007. A lot of that was because Citadel suspended dividend payments and he received no dividends on his restricted stock and no “gross-ups” to cover the tax differential related to stock dividends.
The CEO received the same base salary of $1.25 million and no bonus. Under the “stock awards” category the company reported over $4.8 million in restricted stock awards – two million shares based only on time vesting and two million with both time- and performance-based vesting. However, according to a footnote, Suleman voluntarily cancelled both grants on April 1, 2009, so he received none of that $4.8 million. That cut his 2008 pay to $1,262,248 – the base salary plus $12,248 for the value of personal use of the corporate aircraft, his 401(k) matching contribution and a life insurance premium.
COO Judy Ellis saw her 2008 compensation fall to $754,840 from $2,626,990 in 2007. She got a base salary of $500,000 and a bonus of $100,000. Ellis is credited with $152,000 in compensation from a restricted stock award of 125,000 shares, but that grant was in June at a closing price of $1.22 and is performance based. The stock has lately been trading at a few pennies. Otherwise, she received $2,340 for her 401(k) match and life insurance.
Three of Citadel’s eight directors are up for re-election at the May 20th shareholders meeting. The owners of the company will vote on whether they wish to retain as directors Farid Suleman, who’s been CEO and a director since 2002; Ted Forstmann, whose Forstmann Little & Co. investment funds constitute Citadel’s largest shareholder; and retired Philip Morris CEO Michael Miles.
RBR/TVBR observation: Since Citadel has already indicated it may have to seek a financial reorganization next year, which may wipe out current shareholders, this may be the last chance they get to express their displeasure with Suleman’s management by voting to “withhold” their votes for his re-election to the board.