Alleghany Corporation Executive Officer Compensation Disclosure (2004)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation arrangements for the chief executive officer and other top executive officers of Alleghany Corporation for the year 2004. It details salaries, bonuses, incentive plan payouts, and other benefits, including deferred compensation and life insurance, for each named executive. The summary also notes changes in executive roles, such as the retirement of John J. Burns, Jr. and the appointment of Weston M. Hicks as CEO. The information is intended to disclose executive pay practices and key compensation components for transparency to shareholders and regulators.

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EX-10.14 6 y06166exv10w14.txt DESCRIPTION OF COMPENSATORY ARRANGEMENTS EXHIBIT 10.14 COMPENSATION OF NAMED EXECUTIVE OFFICERS OF ALLEGHANY CORPORATION (THE "COMPANY") The following information relates to the compensation of the chief executive officer and the four other most highly compensated executive officers of the Company serving as executive officers at the end of 2004, and John J. Burns, Jr., who served as President and chief executive officer of the Company during 2004 until his retirement from these positions effective December 30, 2004. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ------------------------------------ LONG-TERM OTHER ANNUAL INCENTIVE ALL OTHER NAME AND PRINCIPAL BONUS COMPENSATION PLAN PAYOUTS COMPENSATION POSITION YEAR SALARY (1) (2) (3) (4) - ------------------ ---- ---------- -------- ------------ ------------ ------------ John J. Burns, Jr.,................ 2004 $1,009,284 $617,147 $24,175 $1,709,807 $183,850 Vice Chairman 2003 970,465 741,763 22,356 1,115,924 175,810 of the Board 2002 970,465 593,410 23,112 1,442,639 173,116 Weston M. Hicks,................... 2004 $ 700,000 $518,007 $ 5,104 $ -- $111,430 President and chief 2003 624,000 468,000 4,743 -- 99,866 executive officer(5) 2002 115,000 450,000 520 -- 625 David B. Cuming,................... 2004 $ 472,593 $273,984 $11,945 $ 706,485 $ 85,142 Senior Vice President 2003 454,416 259,356 12,566 460,788 83,179 2002 436,938 251,151 15,124 595,807 82,048 Robert M. Hart,.................... 2004 $ 472,593 $282,703 $ 6,787 $ 706,485 $ 79,956 Senior Vice President, 2003 454,416 268,149 6,304 460,788 76,581 General Counsel 2002 436,938 260,589 6,421 595,807 73,152 and Secretary James P. Slattery,................. 2004 $ 416,000 $227,136 $ 4,756 $ 293,781 $ 68,733 Senior Vice President -- 2003 400,000 229,200 4,569 -- 66,024 Insurance 2002 250,000 127,125 2,212 -- 40,160 Peter R. Sismondo,................. 2004 $ 230,245 $103,749 $ 3,030 $ 363,114 $ 38,579 Vice President, Controller, 2003 221,389 101,485 2,867 236,940 37,034 Treasurer and Assistant 2002 212,874 95,666 2,894 306,221 35,358 Secretary
- --------------- (1) These amounts represent bonuses earned in respect of the relevant year under the Company's management incentive plan, which is a short-term incentive plan designed to reward officers for achieving specified net earnings per share and/or individual objectives. (2) These amounts represent payments for reimbursement of taxes. (3) These amounts represent payouts in settlement of performance shares awarded under the 1993 Long-Term Incentive Plan (the "1993 Plan"), which entitled the holder thereof to payouts of cash and/or Common Stock (in such proportion as is determined by the Compensation Committee) up to a maximum amount equal to the value of one share of Common Stock on the payout date for each performance share, depending upon the average annual compound growth in the Company's Earnings Per Share (as defined by the Compensation Committee pursuant to the 1993 Plan) in a four-year award period commencing with the year following that in which the performance shares were awarded; payouts have generally been made one-half in cash and one-half in Common Stock. (4) The 2004 amounts listed for Messrs. Burns, Hicks, Cuming, Hart, Slattery and Sismondo include (i) savings benefits of $151,150, $104,526, $70,775, $70,775, $62,300 and $34,481, respectively, credited pursuant to the Alleghany Corporation Officers, Highly Compensated Employees and Directors' Deferred Compensation Plan; and (ii) benefits valued at $28,680, $2,884, $10,347, $5,161, $2,413 and $1,013, respectively, pursuant to the Securities and Exchange Commission rules, of life insurance maintained by the Company on their behalf. Such life insurance policies provide a death benefit to an executive officer who is an employee at the time of his death equal to four times the amount of such executive officer's annual salary at January 1 of the year of his death. The 2004 amounts listed for each of Messrs. Burns, Hicks, Cuming, Hart and Slattery also include compensation of $4,020, and the 2004 amount listed for Mr. Sismondo also includes compensation of $3,085, in respect of other insurance coverage. (5) Mr. Hicks was appointed President and chief executive officer of the Company effective December 31, 2004, and was Executive Vice President of the Company prior thereto.