With Wall Street expecting more declines from New York Times ( NYT) when the publisher reports its fourth-quarter earnings Wednesday, shareholders are expecting little in the way of accountability. Last week, a Morgan Stanley ( MS) investment fund that holds a 7.6% stake in the newspaper empire disclosed in a regulatory filing that the Gray Lady refused its proposal to allow all shareholders a chance to vote on its dual-share structure, which keeps control of the conglomerate in the hands of the Sulzberger family. The Times defends its share structure with claims that it protects the editorial independence of its venerable publishing business. Given the structure, the company is under no obligation to entertain the proposal, but it comes as sharp circulation and revenue declines have put the future of the newspaper industry in jeopardy. Analysts are expecting New York Times to report a 13% decline in operating profits for 2006, a year in which its stock shed 5% of its value while the S&P 500 rose nearly 14%. If 2005 is any guide, the company's executives will be richly rewarded despite the stock's dismal performance. That year, shares of New York Times lost more than a third of their value, and the company reined in its employee stock purchase program to reduce its compensation expense. Meanwhile, its top five executives were awarded 479,000 stock options worth an estimated $2.4 million, up from only 116,690 the year before, according to independent proxy and financial research firm Glass Lewis.
President and CEO Janet Robinson reaped five times the amount of restricted stock awards for 2005 compared with the year before, totaling about $2 million. Chairman and Publisher Arthur Sulzberger Jr., took home around $817,500 in restricted stock -- twice the amount he was awarded in 2004. These amounts are small in comparison to some of the executive bounties that have been routinely skewered in the pages of its flagship newspaper, The New York Times. Home Depot's ( HD) former CEO, Robert Nardelli, lost his job after an expose published in the Times about his five-year compensation totaling $245 million, and the cushy network of relationships on the home-improvement chain's board provoked a storm of public criticism. But New York Times is only about 4% the size of Home Depot in terms of annual sales. On that scale, Robinson's restricted stock awards in 2005 alone are comparable to Nardelli's largesse. And its stock -- down more than 40% since Robinson's arrival in December 2004 -- has performed much worse than that of Home Depot, whose shares have basically been flat since Nardelli took the helm after extraordinary gains in the1990s. "Nobody likes to see management making significant amounts of alleged incentive compensation at the same time that shareholders are seeing the value of their holdings go down," says Paul Hodgson, an executive compensation expert with The Corporate Library, an independent governance analysis firm.
New York Times' board has its own issues. Thanks to the company's dual-class share structure, Class B shareholders elect nine of the 13 directors on the company's board. In its most recent report on New York Times, Glass Lewis notes that the current members of the company's compensation committee are solely elected by the Class B shareholders, who own just 0.6% of the stock outstanding and largely consist of the Sulzberger family. "It is our opinion that the compensation committee is not properly fulfilling its duty to shareholders, and shareholders should have a chance to voice their concerns," said the firm in its report, which gave New York Times a "D" grade on "pay-for-performance" executive compensation. In comparison, Washington Post ( WPO), which also employs a dual-share structure, received an "A" grade. New York Times didn't return requests for comment on its compensation and board structures. In a letter to the Times directors elected by Class A shareholders that was made public last week, Hassan Elmasry, an investment manager with Morgan Stanley, expressed disappointment that the company wouldn't include his firm's non-binding proposal in its proxy, which was aimed at putting an end to the dual-structure arrangement. "Our motivating concern is that without independent action by the board and real evidence of sustained accountability, further strategic missteps, capital misallocation, franchise abuse and overly generous compensation are inevitable," Elmasry said.
Morgan Stanley's campaign for a vote on the dual-share structure was first waged around the time the former chairman of General Electric ( GE), Jack Welch, went public with a plan to buy his hometown newspaper, The Boston Globe -- the worst-performing asset owned by New York Times. The company has rebuffed Welch's overtures on grounds that the Globe will ultimately prove to be a more valuable asset to the company after the media industry's transition to the Internet has settled down. The jury is out on more recent moves by New York Times, according to several analysts who declined to be identified. Initially, they viewed the 2005 acquisition of About.com for around $410 million as a rip-off, but the company's recent gains in online ad revenue have led them to reconsider. New York Times' investment in a swanky new headquarters in Manhattan at a time when the company was shrinking has been ripped by critics as an act of hubris, but it recently announced that it will lease out a number of the floors in the building. Analysts say there's a good chance the company will ultimately recoup its investment thanks to a strong real estate market in New York, and it will have a much-needed replacement to its aging digs at West 43rd Street as well. Aside from claims of capital misallocation and strategic missteps, a report by corporate governance consulting firm Davis Global Advisors that was commissioned by Morgan Stanley charges that New York Times' lack of accountability to shareholders is damaging its brand.
While New York Times reporters and columnists have cultivated a reputation as outspoken advocates of shareholder accountability, the report says the company's "in-house practices appear increasingly inconsistent with these stances, representing a preventable threat to brand integrity." Defenders of dual-class share structures point out that investors who buy those stocks should be aware of the arrangement and accept its limitations. The Times has claimed that it's acting in the long-term interests of shareholders. For his part, Elmasry voiced concern in his letter that the sharp deterioration in performance at the Globe may soon spread to the Times, but that's a difficult position to reconcile with his refusal to sell shares based on a belief that the stock is undervalued. "After patiently holding the stock for more than 10 years, we do not believe that we would be serving our clients' best interests if we sold at such a substantial discount to fair value," he said.