Grey's Meyer took care of No. 1

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Over the past five calendar years, Grey Global Group made $49 million. The day Grey sells out to WPP Group, Grey will pay Ed Meyer about $87 million cash (if the deal closes in December) or about $75 million (if it closes in January).

Maybe Grey shareholders don't care. WPP is paying a record price for Grey shares (a cash-and-stock bundle worth nearly $1.6 billion last week). Chairman-CEO Meyer's stake: about $350 million, not including cash for "deferred compensation and supplemental pension amounts" ($52 million) and a contract "settlement payment" ($23 million to $35 million).

Maybe shareholders don't care that Mr. Meyer's pay last year (excluding stock) was nearly double the highest pay for a CEO at the Big Four agency holding companies, as No. 7 Grey paid its boss 20% of net income.

Maybe shareholders don't care that Mr. Meyer's golden parachute gave him as much as $26 million more if he did a deal this year rather than in 2005.

Maybe shareholders don't care that he started talking with investment bankers about a deal in February but didn't tell board members until April.

Maybe shareholders don't care that Mr. Meyer renegotiated his contract in May to boost his aforementioned supplemental pension by 21%, even as two of the three members of the board's compensation committee left the board in April and May.

Maybe shareholders don't care that the board (including new appointees) consisted of just three outside directors plus Mr. Meyer. Or that he got an extra vote if the board of Ed had a tie.

Those who believe in exemplary corporate governance should care.

Mr. Meyer drove the stock price; as the largest individual owner, his interests were aligned with shareholders. And he took care of business, building Grey's reputation for superior account service. But in the end, he took care of himself, running a public company as his private domain.

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