Call it "the big flush."
Fearful that President-elect Clinton will impose a penalty tax on excessive executive pay next year, corporate chieftains are beginning to cash in stock options and other bennies in the final weeks of 1992.
Leading the pack are Walt Disney Co.'s two top executives, who picked up more than $250 million on Nov. 30 by taking options on 6.6 million shares of the company's stock. Chairman Michael D. Eisner exercised 5 million options dating from 1984, a transaction that brought him a record $193 million stock-option gain. President Frank G. Wells exercised more than 1.6 million options, for a $63 million gain.
Eisner said he took the action because of the likelihood of a new penalty tax. "Disney has the right to make its executives rich as Aladdin," says Senator Carl Levin (D-Mich.), who has held hearings on executive pay. "But its books ought to show their wealth came out of the company's coffers at shareholders' expense."
Earlier this year, the House and Senate passed legislation that would have barred companies from taking a deduction on annual pay in excess of $1 million per executive. Bush vetoed the tax package that included this measure, but Clinton is expected to approve it next year. Disney said eliminating the tax break would have cost it $80 million to $100 million on the options exercised by Eisner and Wells.
`RHETORIC.' Although Eisner says he exercised his options to save shareholders money, the Disney chairman may have saved himself $15 million in personal taxes, estimates executive pay critic Graef S. Crystal. That's because Clinton is expected to raise the maximum tax rates for individuals earning more than $200,000 and to impose a surtax on those making more than $1 million a year. "There's going to be a stampede of people doing this," predicts Crystal. "They'll close out these options with the rhetoric that they're saving the shareholders money."
Many executives hold options that, if exercised, would be worth millions. Stephen A. Wynn, chairman of Mirage Resorts Inc., exercised a pile of 1983 options for a $24.1 million gain on Dec. 1. Leon C. Hirsch, chairman of U.S. Surgical Corp., could collect about $22.9 million if he triggered his currently exercisable options at recent stock prices. Hirsch could not be reached for comment.
Executive pay consultants say that clients are not only cashing in generous stock options but are also accelerating yearend bonuses and claiming deferred compensation to evade higher taxes next year. Now, they had better hope that Clinton can't find a way to make his tax retroactive.