NYT's SEC Filing: We Violated Our Exec Incentive Plan

Last Updated Sep 18, 2009 5:19 PM EDT

In what had to be an embarrassing filing with the SEC today, The New York Times revealed that it "has discovered that portions of previously-awarded stock option grants to purchase the company's class A common stock were in excess of that permitted to be granted to a single individual during any calendar year under the terms of the company's 1991 executive stock incentive plan, as amended."

According to the filing, the annual maximum for options thus allocated is 400,000, but in 2008, President and CEO Janet Robinson was awarded 650,000, and in 2009, Chairman and President Arthur Sulzberger, Jr., was granted 500,000.

The executives have agreed to declare the excess options "null and void." In return, the company is awarding them "deferred payment stock appreciation rights" over time of an equivalent value.

The filing goes on to note that both Robinson and Sulzberger were also granted long-term performance awards for the three-year cycles ending in 2011 and 2012 that -- if paid -- would have amounted to $3,500, 000 each, and that these also exceeded the plan limit by $500,000 per person.

The company's directors have therefore lowered the maxmium payouts to $3,000,000 should either exec achieve the financial goals underlying this particular incentive structure.

Inside companies big and small, we all know that innocent mistakes happen, and there certainly is nothing indicating that this is anything but that. But at a time the Times has been struggling financially and trying to handle a massive debt load, it just didn't need more bad publicity.

Nevertheless, that is what this will bring.

  • David Weir

    David Weir is a veteran journalist who has worked at Rolling Stone, California, Mother Jones, Business 2.0, SunDance, the Stanford Social Innovation Review, MyWire, 7x7, and the Center for Investigative Reporting, which he cofounded in 1977. He’s also been a content executive at KQED, Wired Digital, Salon.com, and Excite@Home. David has published hundreds of articles and three books,including "Raising Hell: How the Center for Investigative Reporting Gets Its Story," and has been teaching journalism for more than 20 years at U.C. Berkeley, San Francisco State University, and Stanford.