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SEC Watch: AOL’s Cahall Got Retention Bonus 10 Days Before Leaving; Armstrong Caps ‘09 At $25M

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AOL (NYSE: AOL) has to prove its mettle this year in full public view, in more ways than one. And 2010 may not be a great year for compensation increases for the top execs. In line with that, the company has decided to not increase based salary this year, according to a SEC proxy filing this morning, same as 2009. However, as always, other perks more than make up for it. Interestingly, Ted Cahall, till recently the CTO of AOL, got a secondary retention payment 10 days before the company announced his departure. From the filing: “Pursuant to a secondary retention program for Mr. Cahall established in December 2008, Mr. Cahall received a retention payment of $100,000 on May 15, 2009 and a retention payment of $354,000 (an amount equal to 60% of Mr. Cahall’s base salary) on January 15, 2010.”

Meanwhile, CEO Tim Armstrong, who came in last year, has a very strong incentive to perform, so much so that his total package touched about $25 million for the partial 2009 he was there, even though vast majority was in stocks and options. Also, another factoid: Armstrong owns exactly 1 percent of AOL’s outstanding common stock, as a result of these stock awards.

Another fact buried in the filing: AOL had an exclusive search ad deal with both Time (NYSE: TWX) Inc and CNN.com, owned by Time Warner, which expires this month. The deal with Time Inc: required to pay Time Inc. 95 percent of the revenues generated from search ads, less its revenue share payment to Google (NSDQ: GOOG). It made payments of $4.9 million for 2009, and $2.9 million and $1.1 million in 2008 and 2007, respectively. The deal for CNN.com: 85 percent rev share to CNN, less Google cut. It paid CNN $4.0 million for 2009, and $5.7 million and $0.8 million in 2008 and 2007, respectively. Both these agreements expire at the end of this month, so would be interesting to see if Time Warner decided to go direct with Google this time. Or if Microsoft (NSDQ: MSFT) is bidding through Bing.

The full compensation chart for the top management; click for enlarge:

Mar 16, 2010 7:10 AM ET

AOL


Posted In: Companies, AOL, ted cahall, tim armstrong

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