“During a critical period between 2000 and 2001, decisions on stock options grants at Apple were made not by an independent committee of directors but by the company’s board — and potentially, CEO Steve Jobs,” Troy Wolverton reports for TheStreet.com.
Such decisions at Apple, including who receives options and their grant date, are usually overseen by a compensation committee comprising two to three independent directors. Some Wall Street analysts have suggested that bureaucratic layer is why Jobs won’t be implicated in the company’s ongoing probe into ‘irregularities’ it has found in options grants made between 1997 and 2001,” Wolverton reports. “But that hasn’t always been the case. From April 2000 to August 2001, Apple’s board didn’t have a compensation committee, according to the company’s regulatory filings. Instead, decisions about options grants and executive pay were left up to the board itself.”
“At that time, Apple’s board included at least two directors that the company itself didn’t consider to be independent, Jobs and Jerome York, who was then CEO of MicroWarehouse, an online and catalog retailer that accounted for about 2.9% of Apple’s sales in fiscal 2001,” Wolverton reports. “The extent to which Jobs participated in board discussions about options during that time period is unclear from Apple’s filings. In a proxy statement filed in March 2001, which covered the company’s fiscal year ended in September 2000, the company said Jobs ‘does not participate in deliberations of the board concerning executive compensation.’ But the company did not clarify whether Jobs recused himself only from discussions about his own pay as CEO or from all discussions about compensation for top-level management or options grants to them.”
Full article here.
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