CEOs are taking a hit from the recession - less total compensation, smaller bonuses, nearly worthless stock options - but their companies are already making adjustments that could mean fatter paychecks in the future.

An Associated Press analysis shows the median pay package for CEOs of companies in the Standard & Poor's 500 index fell 7 percent to $7.6 million in 2008.

And the potential hit to their pocketbooks could be even larger if stock prices don't rebound. One clue: 90 percent of the $1.2 billion in CEO stock options granted last year are "under water," meaning the current stock price is too low to yield a profit, the AP analysis shows.

Boards already are trying to cushion the blow. The AP found that some have changed the rules to make it easier for executives to qualify for bonuses. Others are doling out more stock options, which give executives the right to buy shares in the future at prices locked in today.

Other findings in the AP's analysis:

_ Four of every five CEOs took home a cash bonus, despite the fact that the stock prices of the companies in the survey fell by an average 36 percent and profits fell 31 percent.

_ The median payout in cash for salary and bonuses fell 20 percent from a year earlier to $2.4 million. But that's still 48 times what the average U.S. worker makes, based on the most recent government figures.

_ Of the 10 CEOs who took the biggest pay cuts last year, four were heads of financial services companies. Overall, the heads of companies that develop and process raw materials - including supplies for construction, steel and glass, and paper products - took the biggest hit. That group's median compensation shriveled 26 percent to about $6.3 million.

Since the economic meltdown, pressure has grown from shareholders, Congress and President Barack Obama for boards of directors to rein in executive pay. But even with all that scrutiny, experts on CEO compensation say it's too soon to call the 2008 decline in pay the start of a trend.

"I wouldn't yet say this is a watershed moment for executive compensation. This is a watershed opportunity," said Jesse Brill of the Web site CompensationStandards.com and one of the nation's foremost experts on CEO pay. "I am fearful too many boards won't take a hard stance to enforce significant change."

There are already examples of corporate boards setting CEOs up for a potential windfall. Many made large stock grants in the first few months of 2009, when stock indexes dipped to levels not seen in more than a decade. The S&P 500 has rebounded more than 30 percent from its early March low, though it's off 44 percent from its October 2007 peak. Given the timing of the early 2009 stock awards, a sustained stock market recovery would supercharge the profits when these options are exercised.

SunTrust Banks illustrates how the rules of the game are changing. Its board voted in February to grant CEO James Wells options on 1.1 million shares, more than four times the number he received in 2008. That unusually big award became a target of shareholder groups, and in April the company said Wells had declined the full amount and would accept only half, 550,000 options. He will have to meet performance goals to earn slightly more than half of those options.

The exercise price on the 2009 grants is about $9 a share, reflecting the bank's stock price in February when it was close to an 18-year low. A year earlier his options had an exercise price close to $65, where the shares were then trading. SunTrust shares now are at $15, meaning that while Wells' 2008 options are deep under water, his 2009 options already are in the money to the tune of about $3 million.

The AP analysis is based on the compensation disclosures of 309 companies in the S&P 500 that filed proxy statements with federal regulators through April 20 and had the same CEO for the last two years. The overall AP database also includes 78 chief executives who headed their companies only in the second year. Company stock market and earnings performance figures were provided by Capital IQ, a unit of Standard & Poor's.

The AP formula shows how corporate boards value pay packages for their executives. It adds up salary, perks, bonuses, preferential interest on deferred pay, and the value a company puts on stock options and stock awards on the day they were granted last year.

When boards grant stock options to executives, they assign an exercise price that typically mirrors the share price on the day of the option grant. Most companies give CEOs several years to decide whether to exercise the options. If the stock does well, the payoffs can be enormous.

To put a value on a CEO's stock compensation, the company relies on formulas that make assumptions about how its stock will appreciate over the life of the options and what the resulting profit value will be for the CEO when the options are exercised.

If a company's stock has fallen sharply since options were granted early in 2008, the stock will have to rise sharply for a CEO to realize the original value the company put on the stock compensation.

The median compensation of $7.6 million means half of the CEOs in the AP sample made more than that and half less. That was down about $585,000 from 2007.

Chesapeake Energy CEO Aubrey McClendon topped the AP list with a total package of $112.5 million, even though his company's stock price fell nearly 60 percent last year. Motorola co-CEO Sanjay Jha was second with $104.4 million. It was the first time since AP started analyzing CEO pay three years ago that anyone topped $100 million.

McClendon's total was inflated by a $75 million bonus he received on Dec. 31 as part of a new employment contract. He owns a stake in some of the company's wells, and the company said his bonus payment will go toward his portion of the cost of developing and maintaining them.

The bonus came two months after McClendon was forced to sell more than 31 million shares of Chesapeake stock - valued at $550 million and down from a peak of $2.2 billion only three months earlier - to cover bank demands for repayment of loans. The huge sale helped further drive down the stock price last fall.

Chesapeake said in regulatory filings that McClendon's overall pay reflects his role "in shaping the vision for the company and growing it into the largest independent producer of U.S. natural gas."

There were similar examples of a mismatch between pay and stock performance throughout corporate America. At 104 companies in the AP sample, the chief executive's bonus got fatter even though the stock price declined.

Carol Bowie, head of the Governance Institute at RiskMetrics Group, a financial risk management firm, said that is part of a troubling trend. "Executives have been richly rewarded over the last decade because of market trends, not necessarily because of superior performance. Now, when the market trend goes the other way, they want to be bailed out," she said.

Motorola's Jha was an example of how many executives' total pay is heavily weighted in stock options and stock grants. Overall, such compensation accounted for 58 percent of total pay in the AP's larger sample of 387 companies.

Jha was a rising star at Qualcomm when Motorola wooed him last year with a package made up almost entirely of stock grants and options; the company valued them at $103.5 million on the day they were awarded in August, when the company's stock was around $10 a share.

Even though Motorola shares have since fallen to about $6, the 3.6 million stock grants he will receive over the next three years - effectively a signing bonus - still are worth more than $21 million.

But for Jha to wind up realizing the $104.4 million that Motorola valued his 2008 compensation at, he must engineer a turnaround of its struggling cell phone business and propel Motorola shares well above $10 a share. His 16.5 million options don't turn profitable until the stock reaches that level.

The 10 highest-paid CEOs on the AP list received packages totaling $538 million, $50 million less than the top 10 in 2007.

Four of the top earners in 2008 came from financial services companies - Goldman Sachs, American Express, Citigroup and JPMorgan Chase. All received money from the government's Troubled Asset Relief Program. But most of their pay was inflated by stock options and awards granted early in the year for their performance the year before. And most of the options are under water. None got bonuses for their work in 2008.

Even more stark was Morgan Stanley's John Mack, who received no raise, bonus or stock options. His salary and perks came to $1.2 million - 97 percent below the $41 million he made the year before. But it could have been worse. Morgan Stanley and Goldman Sachs were the only two of the big five Wall Street investment houses that survived the year.

In some cases, boards offered bonuses but CEOs turned them down.

Directors at General Electric wanted to give Jeffrey Immelt a bonus even though he missed every one of the six performance goals set for him, a list that includes revenue and earnings targets. The company explained in its proxy statement that Immelt "performed well in an extraordinarily tough business environment."

Immelt declined.

"Earnings came in well below where we expected. The broad equity markets, and GE's stock price, declined significantly in 2008," Immelt explained on the company's blog.

Robert Iger, head of Walt Disney Co., gave up a $2.4 million bonus. He was eligible for it partly because Disney stock, which fell 3 percent during its last fiscal year, was less than the S&P 500's 20 percent decline over the same period. (Iger still came in at No. 3 on the AP list for his total package - $51.1 million.)

Iger and others acted in the midst of populist anger over corporate riches at a time of growing economic pain for most of the country.

Already, the government is taking steps to limit bonuses and severance packages at companies that get bailout money. At the same time, those who set executive pay - board members, working with attorneys, corporate human resource officials and outside compensation consultants - are under increased pressure to clamp down, said Brill, the executive pay expert.

"Fear and self-preservation are great motivators," he said. "No one wants to be named in a lawsuit or in any way get negative publicity."

One of the nation's top pay advisers, Frederic Cook, is calling on companies to tie pay to long-term corporate performance, not short-term fluctuations in the stock price.

"The American public and their elected representatives will no longer support companies who put their executives' self-interests and net worth ahead of the company and its stakeholders," Cook said in a March 18 letter to his clients, including McDonald's, Gap and Eastman Kodak.

Some companies are scaling back, with boards or CEOs driving such decisions. Dow Chemical, which shuttered 20 plants and laid off 11 percent of its work force in recent months, gave CEO Andrew Liveris stock awards worth $5 million in 2009, down from $11 million in 2008. Southwest Airlines CEO Gary Kelly voluntarily reduced his base salary by 10 percent, which would bring it down to about $400,000 for 2009, and he won't get a raise until the company's earnings improve.

But some companies are making it easier for executives to come out winners. Some are raising salaries. Others are tossing out old performance factors that tied pay to stock returns and profits and replacing them with measures some pay experts say are easier to achieve, such as revenue and cash flow targets.

Chip maker Altera said it will let the board weigh "significant individual contributions" to justify executive bonuses even when the company "fails to meet a challenging financial performance metric."

Altera also boosted the number of shares of restricted stock given to top executives because their current value is considered too low to retain them. CEO John Daane will be eligible for up to 250,000 shares this year, versus 100,000 in 2008. He stands to make about $2.4 million more from the larger grant, based on the current stock price of about $16.

Given these crosscurrents, it's too soon to say what happens next to executive pay.

Earlier this decade, public outrage followed corporate scandals at Enron and WorldCom, but attention shifted away as the stock market and economy rebounded.

"Every time we are in a crisis, you hear this is it for CEO pay," said RiskMetrics' Bowie. "The reality is, when the crisis passes, things tend to go back to business as usual."

Associated Press Writers Erin McClam, Nicoletta Ratti, Vinnee Tong, Erin Conroy, Tali Arbel and Chris Kahn contributed to this report.

Copyright 2009 Associated Press. All rights reserved. This material may not be published broadcast, rewritten, or redistributed

Associated Press

Apple CEO Jobs backtracks on health, takes leave

Apple Inc. co-founder and Chief Executive Steve Jobs said Wednesday he is taking a medical leave until the end of June - just a week after the cancer survivor tried to assure investors and employees his recent weight loss was caused by an easily treatable hormone deficiency.

Apple (nasdaq: AAPL - news - people )'s stock plunged 7 percent.

Jobs, 53, said in a letter last week that he would remain at Apple's helm despite the hormone problem, and that he had already begun a "relatively simple and straightforward" treatment. But in an e-mail to employees Wednesday, Jobs backtracked.

"During the past week I have learned that my health-related issues are more complex than I originally thought," he wrote.

Apple's shares have surged and crashed over the last year in step with rumors or news about the CEO's health and his gaunt appearance. While the top executive's health is an issue for investors in any company, at Apple the level of concern reaches fever pitch because Jobs has a hand in everything from ideas for new products to the way they're marketed. Investors fear that without Jobs, Apple will not be able to sustain its growth of the last decade, which has seen Apple branch out from its Mac computers into the iPod and the iPhone.

Last week, Jobs said his disclosure of his hormone problem was "more than I wanted to say, and all that I am going to say" about his health. It came on the eve of Macworld, the biggest Apple trade show of the year, and Jobs said he wanted everyone to relax and enjoy the show.

Even so, the limited amount of medical information in that announcement did little to soothe Wall Street's nerves, and in interviews last week analysts predicted that the health watch would continue.

A person with knowledge of the discussions says former eBay Inc. chief executive Meg Whitman plans to run for governor of California.

The person was not authorized to talk publicly and spoke Monday on condition of anonymity. He says the 52-year-old Republican hopes to succeed Gov. Arnold Schwarzenegger in 2011 but is not ready to make a formal announcement.

Henry Gomez, a spokesman for Whitman, says she stepped down from the boards of eBay, Procter & Gamble Co. and DreamWorks SKG last week.

He says it was for "personal reasons and time commitments" but would not elaborate.

Schwarzenegger, also a Republican, is being forced out by term limits.

Copyright 2008 Associated Press. All rights reserved. This material may not be published broadcast, rewritten, or redistributed

They fell from some of the most powerful positions on earth.

In Pictures: 11 Top Bosses Who Got The Boot in 2008

The bloodletting in the c-suite started in 2007. It still hasn't stopped.

Another year goes by and more chief executives get the ax--probably more than in any previous year. People shook their heads when Charles Prince III at Citigroup (nyse: C - news - people ) and Stanley O'Neal at Merrill Lynch (nyse: MER - news - people ) got the boot in 2007. Now it look like they were lucky. They got out just in time.

Martin Sullivan of American International Group (nyse: AIG - news - people ) (let go in June), Kerry Killinger at Washington Mutual (nyse: WM - news - people ) (September) and Richard Fuld of Lehman Brothers (nyse: LEHMQ - news - people ) (leaving next month) are among the biggest names to be shown the door as a result of the economic crisis.

Their distinguished company includes James Cayne of the now-deceased Bear Stearns and Richard Syron and Daniel Mudd, the former CEOs of the mortgage buyers Freddie Mac (nyse: FRE - news - people ) and Fannie Mae (nyse: FNM - news - people ).

"There are two kinds of CEO firings," says Noel Tichy, a professor at the Ross School of Business at the University of Michigan. "There are the crooks and there are the incompetents." This year the biggest departing names all fell into a gray area in between.

None was as corrupt as the executives embroiled in the infamous Enron and Tyco scandals of a decade ago, but you couldn't just say they were simply stupid either. CEOs in the financial services industry discovered that they had allowed their companies to take suicidal risks with other people's money based on bad or staggeringly incomplete information. Many of them have paid with their jobs.

In Pictures: 11 Top Bosses Who Got The Boot in 2008

Despite their prominence, these headline names compose just a small fraction of the 1,361 U.S. CEOs who left their jobs this year through November. That's up from 1,356 in all 12 months of last year. The final 2008 number may prove to be a record, beating the previous one of 1,478 set in 2006, according to data collected by the management consulting firm Challenger, Gray & Christmas.

Company of the Year: Nasdaq

Under CEO Bob Greifeld, NASDAQ OMX plays the stock trading game better than anybody.

The market has been open less than two hours and already 900 million or so shares worth $25 billion have changed hands. In a given second the total jumps by $3 million to $5 million--all without a sound. Unlike the New York Stock Exchange a few blocks away, this exchange has no shouting traders, no crumpled trade tickets on the floor. At the Nasdaq OMX Group, a single technician sits in front of eight flat-panel computer screens in a quiet operations center, 51 stories above the World Trade Center construction site. On one screen, quotes blink on and off at speeds barely visible to the human eye. On another, a fever chart showing orders and completed trades scrolls along like the electroencephalogram of an agitated 2-year-old.

To the extent that the Nasdaq market exists anywhere, it's within a single rack-mounted Dell server in a rented data center somewhere across the Hudson River. That machine routinely processes 70,000 orders, cancelations and trades per second but can handle up to 250,000 per second--enough to deal with trades on the Nasdaq plus the London and Paris stock exchanges with room to spare.

An entire trading floor crammed into a suitcase-size computer: That's the future of exchanges, and Nasdaq was there first, having been all-electronic--floorless, that is--since its inception in 1971. In the early days the trades were by telephone; since 1983 they have consisted of computer clicks.

With roughly 33% of the total volume in U.S. equities, and 2,500 employees, Nasdaq OMX is rushing to push more stock trades as well as futures, options and other derivatives onto its superfast, supercheap servers before competitors like NYSE Euronext catch up. "As you add scale, your incremental cost goes to zero," says Robert Greifeld, 51, a former computer salesman who took over at Nasdaq in 2003 as it was being spun out of the old National Association of Securities Dealers, now the Financial Industry Regulatory Authority. "Our goal is to add more incremental trades at zero cost."

In a year of spectacular market meltdowns, Nasdaq OMX Group has capitalized on the turmoil. It is our Company of the Year.

The chaos in financial markets--to say nothing of exploding volatility--has been a windfall for exchange operators. Combined U.S. trading volume on all exchanges averages 10.6 billion shares a day, compared with 4.2 billion two years ago and 1.5 billion a decade ago. The recent increase in volume is accompanied by an explosion in volatility: The CBOE Nasdaq Volatility Index, reflecting short-term expectations of volatility in the Nasdaq 100 Index, surged to 80 from 20 or so between mid-2006 and October of last year. At four-hundredths of a penny per share, Nasdaq takes in $800,000 in fees on a 2-billion-share day, just for pushing electrons through its servers.

But there's more competition for that traffic. A 2007 federal regulation ordered brokers to route their trades to the cheapest exchange, not the one that is most convenient. In Kansas City, Mo., Bats Exchange, a three-year-old competitor, now handles approximately 12% of U.S. volume, including 12% of the trading in Nasdaq-listed shares.

Traders are also doing 7% of their volume in "dark pools," the electronic equivalent of a back alley where buyers and sellers transact anonymously, according to Tabb Group, a Westborough, Mass. market researcher. "People used to talk about each stock having a principal exchange," says Daniel Mathisson, managing director in charge of a Credit Suisse division that uses computers to direct trades to the lowest-cost exchange at any given moment. "Now the trading's going all over the place, and there is nothing to stop that trend."

So Greifeld plays offense, using cheap technology to get business. In 2005 he paid $935 million for Instinet Group, one of the largest electronic exchange operators, chiefly to get his hands on the Island trading engine, particularly fast and inexpensive technology developed by a young Brooklyn, N.Y. entrepreneur in the mid-1990s. Within months Greifeld scrapped Nasdaq's expensive Tandem computers in a Connecticut data center and moved Nasdaq to off-the-shelf servers. "We have to have the same cost structure as the startups--we can't give any quarter," he says.

A new Forbes study finds that companies that hire their own CEOs perform better than ones that use executive recruiters.

Ballmer to talk
Windows 7 at CES

December 10, 2008 12:49 PM PST

In his CES keynote, Microsoft's CEO will focus on Vista's successor, plus pushing Windows on Web and phone. But: No ZunePhone.

Suze Orman will be a guest on Larry King Live Tuesday.

She is a well-known personal finance expert, and host of The Suze Orman Show on CNBC.

Suze’s commentary is a Larry King Live Blog exclusive.

Last week I watched the CEOs of the big three automakers testify before Congress. Testify is being kind, as what they really seemed to be doing was begging for money. All because their companies refused to invest in what they had to know was true, for more than 20 years.

Those supposedly smart CEOs that you are programmed to believe are smarter than you, didn’t follow the simple law of making choices that are based on fact, on what is known. We have known for years that oil is a limited commodity, yet Detroit did not aggressively pursue higher fuel efficiency (and don’t get me started on the fact that Congress didn’t exactly push them in that direction). They saw their competitive edge erode to foreign car manufacturers, yet they didn’t manage their business to adapt to that competition. And in the process they turned off their main client: Americans, who refused to support products that they now judge to be of inferior quality.

They saw the marketing surveys; they knew they were losing ground to the competition, yet it sure doesn’t seem like they made the massive changes necessary to reinvent themselves for an evolving auto industry.

Yet, I firmly believe that as incompetent and clueless as they were, now is not the time to let the Big Three fail. We as a nation can’t afford the impact of all the lost jobs: both those employed directly by Chrysler, Ford and General Motors, and the millions more whose livelihood is linked to the industry.

Yes, we should all be mad and annoyed that we have to bail out these companies that have been run with an indifference to tackling what is known. My hope is that at the very least, any federal aid will come with serious requirements, oversight and regulations. What is needed is that these CEO’s finally get their heads out of the sand and make the known changes that have always been needed and start running these companies like this is 2008 not 1958.

In the meantime, as I was watching the Congressional hearing I was thinking about you, and how my wish is that you act far more intelligently than the auto CEOs this holiday season. I hope that you have the fortitude and foresight to make choices based on what you know is true today.

• You know you need to build an emergency savings fund that can cover six to eight months of living expenses; so you and your family will be okay if you are laid off.
• You know you need to get serious-finally-about tackling your credit card debt, because you understand how a high unpaid balance can mean big trouble in 2009.
• You know you need to invest more for retirement to have any shot at living comfortably later in life.
• You know you need to sit down with your child and discuss how much you can honestly afford to cover for college

If you honestly know all that, you will not spend money on holiday shopping that should instead be used to build financial security. If you know all that, you will take actions based on what you know so you never have to turn to anyone for a bailout (as if you could get one). Stop looking up to the CEOs of the world as if they are smarter than you. If they are so smart, why have they run their companies into the ground? I want better for you and your family. Focus on what you know you have to do to build security and you will give your family the most wonderful gift of all.

Happy Holidays.
– Suze

The Finnish phone maker's new N97 device could compete with low-cost laptops.

As chief executive of Mercy Corps since 1994, Neal Keny-Guyer helped turn the Portland (Ore.) relief organization into a global powerhouse with 3,500 employees and a budget of nearly $300 million. But he was taken aback last year when one of his lieutenants proposed the radical step of buying a bank in Indonesia. Why would a not-for-profit disaster relief agency go the capitalist route and buy a bank?

Gradually, though, he warmed to the idea. He saw that, if Mercy Corps operated a wholesale bank that could offer capital to some 2,000 local microcredit organizations and had an ATM network, it could help turn microfinance into a powerful force in Indonesia. Keny-Guyer was in uncharted territory, however. In the last days before the acquisition closed in May, he feared the risky gambit would end in disaster. "I imagined a newspaper headline saying, `Mercy Corps' Bank in Bali Fails,' " he recalls. "I thought of the reaction of our donors to that bit of news."

Now, as the renamed Bank Andara cranks up operations, Keny-Guyer is hopeful. If the strategy works in Indonesia, he says, Mercy Corps may try it in the Philippines next.

This departure from business as usual in the nonprofit realm is part of a major shift in the way people are taking on the world's social problems. In developing nations and parts of the U.S., governments have failed to make substantial progress against poverty, disease, and illiteracy. Traditional charities and social service agencies often provide Band-Aids for problems instead of long-term solutions. Now a new breed of do-gooder—the social entrepreneur—is trying fresh approaches. While the term is used in many different ways, there's a narrow definition that gets to the heart of what makes these people stand out: Rather than depending solely on handouts from philanthropists, social entrepreneurs generate some of their own revenues and use business techniques to address social goals. "Traditional ways of doing things haven't produced the kind of progress we all hoped for, so we're trying to come up with new approaches that are truly transformational," says Keny-Guyer.

The idea of the social entrepreneur has been percolating for decades, but it has become a mass movement in the past couple of years. Thousands of people are launching ventures and trying out new business models, both for-profit and nonprofit. Now that the global financial crisis is squeezing charitable giving, socially oriented organizations are pushing even harder to reduce their dependence on donors and generate their own funds. Lehman Brothers, for instance, was a generous backer of both nonprofits and social entrepreneurs. No more. In this climate, only the most efficient and effective organizations will thrive.

Social entrepreneurs are being backed in part by a new generation of super-aggressive philanthropists and social investors, including Microsoft (MSFT) co-founder Bill Gates and former eBay (EBAY) executives Pierre M. Omidyar and Jeffrey Skoll. These guys expect results from their social investments and grants. Says Gates in an interview with BusinessWeek: "Nonprofits are applying what we've typically thought of as business strategies for better outcomes, and businesses are beginning to apply what I call creative capitalism strategies to increase the positive social impact of their work. That's a powerful combination." He believes the most effective way to make social progress is through partnerships among nonprofits, businesses, government, and philanthropists.