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To know what’s really going on, see footnotes

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For shoplifters, there’s jail. For bank robbers, there’s prison. And for greedy executives who just can’t resist using their position to take advantage of – well, basically everyone – at least there’s www.footnoted.org.

The operator of this public service, Michell Leder, appeared on American Public Radio’s “Marketplace” radio program the other day, and the result was a traffic jam at her Web site. But it should be back to normal by now, so pay a visit sometime and sample the buffet of questionable behavior by respected U.S. business people.

Some recent entries:

“Lately, there’s been a lot more attention paid to the role of so-called independent consultants and how they have helped to create an environment of runaway compensation. … Indeed, a fair number of the letters received by the SEC on its executive compensation proposal noted the inherent conflict of interest.

“Against this backdrop, the proxy filed by consulting firm Heidrick & Struggles International Inc. late yesterday seems particularly interesting. That’s because in the summary compensation chart under ‘all other comp,’ we find that Chairman and CEO Thomas Friel received $17.6 million, or nearly 30 times his annual salary of $600K. Following the footnotes and tracking back through previous filings, we find that $17.2 million was related to shares of Google stock that the company received back in 2001 in exchange for consulting services.

“It’s not entirely clear what services Heidrick and Struggles provided to Google back in 2001. Earlier filings describe them as recruitment fees. While the Google deal is probably not a typical fee — and in hindsight, Heidrick and Struggles would have done much better by holding on to the Google stock — is it any wonder when independent consultants continue to give their seal of approval to runaway compensation?”

“[NASCAR driver] Michael Waltrip’s company is helping two sons of Aaron’s Rent executive Bill Butler train to become race car drivers courtesy of the company. In the proxy that the company filed on Friday, the company noted that Aaron’s is sponsoring Waltrip’s ‘driver development program’ and that the two drivers participating in the program in 2005 are Butler’s sons. But here’s the real kicker: Aaron’s estimates that it paid $890K last year to train Butler’s sons and will spend nearly $1 million this year on the program.

“We’re guessing that since Dad — Aaron’s Sales and Lease Ownership President Bill Butler — only made $425K last year, paying twice that amount to teach your sons to be professional drivers was probably out of the question. But getting the company that you work for to pay for that training and counting it as a marketing expense, seems like a very creative use of accounting rules.”

“When Jeffrey Roe joined Safeco last April as a co-president, the company hailed Roe’s ‘winning combination of strategic thinking and operational effectiveness.’ But on Feb. 2, Roe stepped down and according to a separation agreement filed yesterday, Safeco is paying him over $1 million for his brief tenure.

“So how much is Roe’s brief tenure costing Safeco investors? First, there’s the $400K in severance, another $400K for Roe’s 2005 bonus and another $465K ‘in lieu of any incentive he might have received in 2006.’ There’s also another $14K thrown in for legal fees and health insurance payments. Because there’s no employment agreement, it’s not clear how these figures relate to the former executive’s salary. But what makes this particularly odd is that given the lack of employment agreement, Roe’s $1 million-plus payout for nine months on the job is basically for the hell of it.”

Spend a few minutes at footnoted.org and you reach one unavoidable conclusion: Ramona Cunningham should have become an executive in the private sector. That’s where the real money is.

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