Computer Associates ( CA) has dismissed as a "technicality" the failure of five directors, including New York Stock Exchange Chairman Richard Grasso, to disclose stock awards received as directors of the software maker's board. Islandia, N.Y.-based Computer Associates, which reported the lapses in its annual proxy statement, took responsibility for the mistake and said it helped directors file disclosure statements, known as Form 5 filings, to comply with the law. In an Aug. 13 letter to Grasso that accompanied his filing, Computer Associates general counsel Steven Woghin explained that the company, contrary to an earlier determination, found that stock credits received by directors are derivative securities, which are required to be disclosed by the federal Securities and Exchange Act. "Because director compensation is deferred until retirement, we and our directors did not believe that a Form 5 filing was necessary," the company said in a statement. "We have recently been advised that such filings by our directors should be amended to comply and correspond with the proxy disclosure." The company called the snafu a "technicality" and said it does not impact its reported financials. The other directors who failed to report stock compensation transactions until this year are former U.S. Senator Alfonse D'Amato, who was chairman of the Senate committee on banking, housing and urban affairs; Shirley Strum Kenny, president of the State University of New York at Stony Brook; Roel Pieper, managing director of venture capital firm Favonius Ventures; and Willem F.P. deVogel, president of Three Cities Research, a private investment management firm.
"These are the kinds of mistakes we see happening quite often," said Pat McGurn, vice president and director of corporate programs for Institutional Shareholder Services, which advises institutional shareholders on proxy votes and corporate governance. With new rules requiring officers and directors to disclose holding changes within two days, McGurn said he expects to see more mistakes. "It will probably become more of a point of contention then, when we see companies regularly missing these filing deadlines," he added. At Computer Associates, in addition to the common stock awarded upon retirement, each director is awarded stock options, according to CA's proxy statement. Grasso, deVogel, Kenny and Pieper will retire from the board before the company's annual meeting on Wednesday. Investors have long charged that there is a conflict of interest in Grasso sitting on the board of directors of a company that trades on the New York Stock Exchange. Grasso declined to comment on the CA filings through NYSE spokesman Ray Pellecchia. The other directors were not immediately reachable for comment. However, Pellechia did address how Grasso avoids a conflict of interest. "He Grasso, or any other executive that serves on outside company boards, is not party to any discussion or decision within the NYSE regarding those respective companies and they are also not part of the decision-making process in terms of the potential listing or delisting of individual companies," Pellechia said. Grasso, a CA director since 1994, will receive 6,326.4 shares of common stock following termination of his service as a director of CA, according to his disclosure Form 5 filed earlier this month and obtained through Thomson Financial. Those shares, awarded between Aug. 14, 1996, and Jan. 9, 2002, are currently valued at a total of $74,082.14, based on Tuesday's closing price of $11.71. In addition, Grasso owned 15,000 shares of CA stock as of March 31, the end of CA's fiscal year, according to the disclosure form. Since then, Grass bought 5,000 more shares of Computer Associates on May 23 for $17.20 per share, or a total price of $86,000. In addition to the 20,000 CA shares he now owns, Grasso also may acquire 47,250 shares within 60 days of July 3 through the exercise of stock options, according to the company's proxy statement. As of March 31, D'Amato would receive 3,629.3 shares of CA common stock after he retires as a director, according to his disclosure form. Those shares are currently valued at $42,499.10. As of July 3, D'Amato also owned 50,000 shares of CA stock and held options to acquire 13,500 shares within 60 days, according to the company's proxy statement. Kenny was due to receive 29,482.4 shares of CA stock upon retirement; Pieper, 3,629.3 shares; and deVogel, 6,326.4 shares. Kenny also held 14,000 shares of CA stock as of July 3; deVogel and his spouse held 17,052 shares plus options to acquire 54,000 shares within 60 days; and Pieper held 20,000 shares plus options to acquire 13,500 shares.