Compensation: NASD CEO Glauber's Pay Package Topped Neared $9 Million in 2002

Robert R. Glauber, the chairman and chief executive officer of the National Association of Securities Dealers Inc., the self-regulatory organization that enforces Municipal Securities Rulemaking Board rules, received more than $2 million in compensation and almost $7 million in benefits and deferred compensation in 2002, according to tax form the NASD recently filed with the Internal Revenue Service.

Mary Schapiro, the president of regulatory policy and oversight at NASD Regulation Inc., received $1.04 million in compensation, $283,283 in benefits and deferred compensation, and $6,404 in expenses, according to the Form 990, which all nonprofit organizations must file annually with the IRS. That totals almost $1.33 million, which is just under the combined $1.34 million she received in 2001. The lower figure does not represent a cut in salary, but rather lower payments made to the Supplemental Executive Retirement Program, said Nancy Condon, the NASD's vice president for media relations.

Glauber's compensation and benefits, which total $9.5 million and include payments made to the Supplemental Executive Retirement Program, compares with $820,160 he received in 2001. He became the NASD's president and chief executive officer in November 2000, but was not promoted to chairman and CEO until September 2001, a position he has retained since then. Glauber will not receive funds in the Supplemental Executive Retirement Program until his retirement. He also received $375,669 for expenses and other allowances in 2002, according to the form.

During Glauber's tenure, the NASD spun off the Nasdaq stock market and moved toward merging its regulatory and dispute resolution arms into one entity. But the association must still file as three separate entities - NASD Inc., NASD Regulation Inc., and NASD Dispute Resolution Inc. - until the Nasdaq market receives exchange status, Condon said.

Shapiro's 2002 compensation level appears lower than the figure in the NASD's 2001 form because the NASD lumped together compensation, benefits, expenses, and allowances for its officers in its 2001 filing with the IRS. The Bond Buyer reported earlier this year that Schapiro received $1.34 million in 2001, based on the association's 2001 filing. Condon had complained that the figure was misleading because it did not separate out benefits and deferred compensation. When asked for separate figures, Condon said they were unavailable, but that the association would separate them out on its form for the next year.

As expected, the form the NASD filed with the IRS for 2002 separates the figures. Condon said yesterday that Schapiro's compensation of $1.04 million includes performance based compensation as well as her salary. The $283,283 of benefits include payments to a Supplemental Executive Retirement Program, which will not provide funds to Schapiro until her retirement. The payments to that program vary year to year and typically are larger in earlier years, Condon said. Schapiro also received $6,404 for expenses and other allowances in 2002, according to the form.

Elisse B. Walter, an NASD executive vice president, received $857,551 in compensation and $249,965 in benefits and deferred compensation in 2002. Those figures total $1.12 million, less than the $1.08 million the NASD reported Walter received in 2001.

Mary Alice Brophy, an NASD executive vice president who left the association in 2002, received $803,371 in compensation and $1.08 million in benefits and deferred compensation. Condon said the benefits figures include a "separation package" that Brophy received when she left the organization.

NASD Regulation Inc.'s membership dues and assessments were down to $129.31 million in 2002, from $154.91 million in 2001, according to the association's forms.

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