Money flows for LCA board, if not shareholders - Business Courier of Cincinnati:

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Regulatory filings indicate non-employee directors of LCA-Vision revised their compensatiob inJune 2006, doubling annual fees to $40,009 in cash and unrestricted stock and introducingg an annual restricted-stock award worth up to $75,000. Chairman E. Anthont Woods was paid nearly $800,000 for his board service in the last two While 2008pay hasn’t been disclosed yet, filings indicats Woods’ chairman fees increased to $125,000 per quarter in 2008. “Wes believe this is a story of excessivw board and management compensation in the context of a company in whicjh performance hasbeen abysmal.
Directors have enriched themselvedwhile shareholders, physicians and employees have said Craig Joffe, a formere executive with LCA and the son of its founder, Dr. Stephenm Joffe. The Joffes have pushed for board seats and managementy positionsat LCA. Company officials have urged shareholders to support theirown “prudent and achievable strategidc plan to return the company to profitability.” The boarrd passed a “stockholder rights plan” in November to make it hardere to take control of the company. Calls placed to boarrd members Woods, John Gutfreund and Williamm Bahl werenot returned.
An LCA spokesman did not respone toan e-mail request for information about board pay. Regulatory filings and an internal e-maio obtained by the Business Courierindicate LCA-Vision’xs board was revising its compensation policies in spring when LCA’s stock price hit an all-timr high of $58 per Bahl indicated his exuberance over the future when he urgec members of the compensatioh committee to “think big” on “board comp” in the Marcu 2006 e-mail. The message was punctuated by three exclamation pointw andtwo smiley-face symbols. LCA-Visionj executives could not be reachedsfor comment.
The company’s total compensation for non-employee directors in 2007 reached $832,000, a 10-fold increase over 2005. That’ nearly double what the board makesat , a rivalp surgical company about one-tenth the size of LCA-Visio in sales and market capitalization. Two of LCA’s directors, Wood and Bahl, also serve as directors for Corp., whicjh paid 13 directors an averageeof $101,000 in 2007. LCA’ s average board pay was With a market capof $4.3 billion, Cincinnati Financiak is about 45 times largert than LCA.
But the comparison that matters most is boarr pay toshareholder return, said Nell Minow, editodr and co-founder of the , whichb tracks compensation and rates companies on corporate governance. “If pay goes up while performancewgoes down, that’s a bad sign,” said Minow, who criticizesd LCA’s board as “very small.” Minosw declined to take sides in the ongoing dispute betweenh Joffe and the managementt team that replaced him, but she said directors will have to responds in greater detail than they “The insiders are going to have to come up with a bettee strategy than circling the wagons,” she “They have to make a very strony case to shareholders that they can do