February 21, 2006

A ‘Holy Cow’ Moment for Analog Device’s Deferred Compensation Practices

In Sunday’s NY Times, Gretchen Morgenson’s column delves into the disclosures made in Analog Device’s recent proxy statement that the CEO received $145 million in deferred compensation last year – as Gretchen notes, “a money mountain that is remarkable not only for its size but also for what it included.” The CEO earned interest at a level about 50% above the market rate – and was allowed to defer amounts earned from exercised options in addition to salary and bonus.

Analog Devices is to be commended for voluntarily making this type of disclosure (as we hope all companies will, since the SEC’s proposal likely will be adopted in time to require it next year anyways). But it likely won’t be lost on investors that Analog Devices is in the midst of settling a SEC enforcement action initiated in late 2004 that relates to its compensation practices (i.e. timing of the option grants) – and now they have to consider this disclosure piled on top of that when considering the effectiveness of the company’s compensation committee and board.

Related Party Transactions: What Disclosures You Need to Make Now!

We have posted the transcript from the popular webcast: “Related Party Transactions: What Disclosures You Need to Make Now!”

Cracking 1500!

In our “Q&A Forum,” the rapid pace of questions continues unabated to the point that I am unsure if I can keep up so diligently. We shot past the threshold of 1500 questions last week (with another 275 in the “Rule 144 Q&A Forum“).

Remember! Please feel free to answer any questions in any of the Forums – even if just want to kibitz about (or correct) an answer that is already posted! Your reply can be anonymous or with attribution…

As mind-numbing as 1500 is to me, Alan Dye has faced over 2600 questions in the “Section 16 Q&A Forum” with another 1250 in the “Section 16 Electronic Filing Issues Forum.” Truly amazing, the guy is aging before our very eyes!

On all of these Forums, the vast majority of questions posed are answered – and the number of questions listed above actually underestimate the real totals as the numerous follow-ups aren’t counted as new questions with our software. And don’t forget that all answers are completely disclaimed!