Just posting the letter from Compass...that's all.
Letter from Doug Parker
April 10, 2006
To: All Employees
US Airways today filed its 2006 proxy statement with the Securities and Exchange Commission (SEC). The proxy statement contains a good bit of information about our company but the section that usually gets the most attention is the disclosure of executive compensation.
I have consistently said two things about my compensation: 1) It will be heavily weighted toward performance. That is, most of my compensation will be in at risk items such as stock options and incentive programs that only pay if the company is successful; and 2) I will always be open and honest with you about how I am compensated. I think it is absolutely your business to understand how I’m paid and you should never be surprised to learn about my compensation by reading about it after the fact.
With that in mind, the following highlights the major components of the executive compensation table that is disclosed in today’s proxy filing:
Base Salary: I was paid a base salary in 2005 of $550,000. This is the same salary I’ve had since I was named CEO of America West in 2001 and it has not been changed with the passage of time or as my responsibilities have grown at our larger, merged company.
Annual Bonus: As you know, I declined my 2005 annual bonus of $770,000 and this is disclosed again in the proxy.
Long Term Incentive Plan (LTIP): I received payments of $1.7 million in 2005 through our LTIP, which was put in place at America West in early 2002 as an added way to focus management on creating long-term shareholder value. It pays based upon the company’s stock performance versus our competitors over a three-year period. The value of America West’s stock (converted to US Airways stock after the merger) increased 558% from 2002 – 2005, far more than any other airline, which resulted in the maximum payment under the plan. The amount is also unusually large because two performance periods ended in 2005 due to the transition to this LTIP.
Restricted Stock Awards: The compensation table lists $3.3 million of restricted stock awards for me in 2005. These are shares of stock that were awarded at the time of the merger. As this is by far the largest dollar value in the table, it is important to understand that this compensation has not yet been earned. The shares are not earned until November 2007 at the earliest, and at that time will only have this much value if US Airways’ stock retains its value.
In addition to the 2005 compensation table, the proxy statement also notes that I have $13.6 million of vested, but unexercised, stock options. All of these options were issued as former America West shares. In my ten years at America West, I have never sold a single share of stock. The value of these shares has fluctuated wildly over time and I, of course, will not recognize any of this value until I actually exercise and sell the shares.
I hope this helps you better understand my compensation. I recognize that it is a significant expense to our company and I fully appreciate the obligation that comes with it. I am committed to meeting that obligation and working with you to transform US Airways into a truly great airline.