Among changes to the company’s corporate governance, Siebel said it will limit compensation given to directors to a pre-set level, which will be disclosed in advance to shareholders.
Disclosures will also be made in advance of the date on which directors receive stock options and Siebel will disclose on an annual basis the value of options granted to directors and the company’s five highest-paid employees.
The company said it adopted the measures in connection with a settlement reached with the teachers’ retirement system of Louisiana. As part of its settlement, Siebel said it has also agreed not to oppose the teachers’ application for legal fees, up to $900,000. The deal is subject to court approval.
The teachers’ had accused Siebel of authorizing excessive compensation for Tom Siebel, in the form of stock options that were incorrectly accounted for.
The 26 million stock options in question, worth about $56.1m and accrued by Tom Siebel over four years, were cancelled in January 2003. Siebel said that move was planned as early as a year ago, before the Louisiana teachers’ suit was filed
In July, Siebel suffered a setback in the case when a Californian judge ruled Siebel’s directors could be held liable for punitive damages if it was found they violated company rules and breached fiduciary duty by awarding Siebel the package.
Siebel’s board includes Tom Siebel, brokerage founder Charles Schwab, former WebVan CEO George Shaheen and Google CEO Eric Schmidt, among others. Siebel said at the time it had meritorious defenses to the allegations.
Source: Computerwire
