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Oxford's $73 Million Man

Former chairman Payson in the money after exercising options

 

Business New Haven
4/14/2003
By: BNH

TRUMBULL - Norman C. Payson, Oxford Health Plans' now-retired chairman and chief executive officer, has realized $73 million of value by exercising stock options.

Payson, who retired in November after turning around the troubled health insurer, also got a $1 million salary and $2 million bonus in 2002. Oxford disclosed the information in an April 2 filing preparatory to its May 13 annual meeting.

Payson's salary in 2001 was $350,000, while his bonus that year was $2.5 million.

Under an employment agreement with the company, Payson, who joined Oxford in early 1998, had been required to invest $10 million of his own money.

He acquired 2.75 million shares on stock option exercises last year, realizing $73 million of value - the difference between market price and exercise price. Payson owned about 3.5 million shares and options as of February 28 - or about 4.17 percent of Oxford's outstanding stock.

According to published reports, as of December 31, 2002, Payson held 1.35 million vested options valued at $25.6 million, based on the market price at that time of $36.45 a share.
Oxford's stock price closed at $29 per share on April 4.
Charles G. Berg, who in November became Oxford's president and CEO, exercised stock options last year with a realized value of $3.36 million.

Berg received $609,616 of salary last year and a $700,000 bonus. Bonuses paid in February 2002 were for work done in 2001, when Berg was executive vice president of medical delivery and technology. Berg's 2001 salary was $580,770 and his bonus paid that year was $840,000.

The proxy filing also noted that in 2003, Berg was paid an $800,000 cash bonus for 2002 performance.

Berg and Payson were each awarded 800,000 stock options in 2001, but Oxford didn't award options to executives in 2002 other than certain new-hire or promotional grants.

Oxford has asked its shareholders to approve changes to its management incentives that would reduce the emphasis on stock options and its resulting dilution of shareholders' stake in the company. Instead, Oxford would focus more on compensation plans tied to long-term earnings-per-share goals or similar targets.

Oxford also said it would require executives at the senior vice president level and above to own company stock equal to a certain percentage of their salaries.

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