UPDATE 3-Ford CEO pay rose 11 pct to $29.5 mln in 2011

Fri Mar 30, 2012 4:40pm EDT

* Mulally's total compensation for 2011 was $29.5 mln

* Ford 2011 net income was highest in more than a decade

* Most of Mulally's compensation is tied up in stock

By Deepa Seetharaman and Bernie Woodall

DETROIT, March 30 (Reuters) - Ford Motor Co boosted Chief Executive Officer Alan Mulally's total compensation by 11 percent to nearly $30 million last year, despite the automaker falling short of its targets on market share, quality and costs.

Mulally, 66, got $2 million in salary and $5.5 million in cash bonuses. Including stock options and equity awards, his compensation was $29.5 million, up from $26.5 million in 2010.

The bulk of Mulally's pay increase was in the form of stock awards. In 2011, when the No. 2 U.S. automaker's shares fell 36 percent, Mulally's cash bonus was 42 percent less than it had been in 2010.

Ford said in its 2011 proxy statement with the U.S. Securities and Exchange Commission that it had surpassed its goals for annual profit and cash flow in automotive operations.

Mulally became CEO in 2006 when Ford was facing its own financial crisis. Ford borrowed $23.6 billion from banks in late 2006 to fund its turnaround. This allowed Ford to avoid a federal bailout, unlike its Detroit rivals General Motors Co and Chrysler Group LLC, three years later.

Last year, Ford reported its highest net income in more than a decade and reinstated its quarterly dividend for the first time since 2006. In the period from 2009 to 2011, Ford shares have risen 370 percent.

"Our stock has appreciated under his leadership," Ford spokesman Jay Cooney said of Mulally. "So, clearly, he has delivered shareholder value."

But Ford did not improve its market share worldwide as much as it had expected and fell short of its cost performance targets in every region but Europe, according to the filing.

Ford also failed to meet its quality objectives last year after the company fell in widely watched quality and reliability surveys due to complaints about the touch-screen entertainment system in some models.

Executive Chairman Bill Ford, 54, earned $14.5 million last year, including stock options and equity awards. That is down significantly from $26.4 million in 2010, when the Ford scion received deferred compensation from 2008 and 2009.

AN 'ECHO IN HERE'

Mulally's 2010 compensation raised the ire of the rank-and-file, particularly second-tier workers who earn about $15 an hour. Last year, United Auto Workers President Bob King called Mulally's payout "morally wrong."

A union official said in a statement on Friday that it was "hard to justify" an increase in Mulally's compensation given the company's stock price and falling wages of workers.

"It's as if there's an echo in here," said Jimmy Settles, a UAW official in charge of relations with Ford. "CEOs of the nation's largest companies, like Alan Mulally, continue to receive pay raises at a rate (that) is outrageous compared to the earnings of workers."

From 2009 to 2011, Mulally's total compensation package totaled about $74 million, Ford figures filed with the U.S. Securities and Exchange Commission show.

Some of that compensation, however, is tied up in stock options that have not yet vested and have option prices per share that are more than Ford's current value on the New York Stock Exchange of about $12.50 per share, Ford said.

Earlier this year, Ford announced that Chief Financial Officer Lewis Booth and Ford's product development chief Derrick Kuzak said they would retire by April 1, raising questions about when Mulally would leave the company.

During a call with reporters, Mulally said he had "no plans to retire" and that Ford has a strong succession plan.

Among the frontrunners for Mulally's job are Mark Fields, who runs Ford's operations in North and South America, and Joe Hinrichs, who runs Ford's operations in Asia.

Fields, 51, received total compensation in 2011 of $8.8 million, unchanged from the previous year.

Hinrichs,45, earned $5.3 million last year. He was not among the top five earners at the company in 2010.

Booth, 63, earned $7.7 million in 2011, a decline from the $8.2 million in compensation he received in 2010.

The filing showed that the annual retainer for each of Ford's directors will rise to $250,000 in 2012 from $200,000.

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