PayWatch Fact Sheet

CEO Brenda Barnes pay package, as explained in the company’s 2005 proxy statement:

 

• Ms. Barnes accepted employment with Sara Lee as its President and Chief Operating Officer on May 2, 2004, and was subsequently elected its Chief Executive Officer on February 9, 2005. Her salary upon employment was set at $800,000 and on May 3, 2004, she was granted 257,300 stock options with an exercise price of $23.32. One-third of these stock options vest on each anniversary date of the grant date.
  
• On August 26, 2004, Ms. Barnes received awards under the company’s annual long-term incentive program. She received 53,580 performance-based restricted stock units under the Executive Management Long-Term Incentive Program for Fiscal Years 2005-2007 and 53,580 service-based restricted stock units under the Long-Term Restricted Stock Unit Program for Fiscal Years 2005-2007. The performance-based restricted stock units vest at the end of fiscal year 2007 only if predetermined corporate financial goals are met, whereas one-third of the service-based restricted stock units vest on August 31 of 2005, 2006 and 2007.
  
• On May 3, 2005, in recognition of her promotion to Chief Executive Officer, the Committee increased Ms. Barnes’ annual base salary to $1.0 million per year from $800,000, effective February 1, 2005. The Committee also granted to Ms. Barnes a stock option for 250,000 shares of Sara Lee common stock at an exercise price of $21.635 per share and 83,333 service-based restricted stock units. Both the stock option and the restricted stock units will vest in three equal installments on each of May 3, 2006, 2007 and 2008. Any unvested portions are subject to forfeiture in the event her employment terminates before a vesting date.
  
• As a part of her employment offer, Ms. Barnes was guaranteed a minimum bonus for fiscal year 2005 of $1,320,000. Ms. Barnes subsequently requested, and the Committee approved her request, that the portion of her guaranteed bonus that is above the amount earned based upon the company’s actual financial results be paid in the form of restricted stock units that will vest on August 31, 2006, subject to her continued employment with the company. Based upon this arrangement Ms. Barnes received a cash bonus payment for fiscal year 2005 of $425,392 and 45,783 restricted stock units.

 

C. Steven McMillan
Former CEO Sara Lee Corp.,

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2005 Compensation
Salary	$1,189,500
Bonus	$539,081
Long-Term Incentive Payoffs	$0
Restricted Stock Awards	$4,545,943
Other Compensation	$400,647
Value of Stock Option Grants*	$2,825,618
Total 2003 Compensation Plus Stock Option Grants	$9,500,789

Compensation from Prior Stock Option Grants**
Value of Options Exercised in 2005	$1,016,645
Value of Exercisable Options	$0
Value of Unexercisable Options	$92,500

** Not counted in 2005 compensation totals.
Source: eComp Database - http://www.ecomponline.com