Gary Lawson Retiring Later This Year, It Seems. . . .

Per this story, we learn that Gary Lawson, head of global compensation and HRIT at Schering-Plough, will be retiring "later this year". Interesting, especially since he was a recent high-ranking alum of Wyatt Wheeler.

And yes -- regular readers will recall that Wyatt Wheeler is the firm where Ira T. Kay (pictured, at right), Hans Becherer's designated compensation consultant, resides. Cozy.

Of course, Hans Becherer is the Chairman of Schering's Compensation Committee of the Board -- he oversees CEO Hassan's pay, and bonus opportunities. Very. Cozy. [BTW, per the link, in his name, he is personally a named defendant in Cain v. Hassan -- the putative ENHANCE "ERISA Breach of Fiduciary Duties" and shareholders' derivative actions.]

In any event, here is the most-relevant snippet from the story mentioned above [emphasis supplied]:

. . . .Lawson, the head of global compensation and HRIT for Schering-Plough Pharmaceuticals, is responsible for the design, development and implementation of compensation programs on a global basis. In addition, he is responsible for the development, communication and implementation of a global HRIT strategy to support the company’s globalization initiative. Lawson plans on retiring later this year and dedicate his efforts in supporting HighRoads in their business strategy.

Most recently vice president and a member of the North American Compensation Practice Leadership Group for Watson Wyatt Worldwide, Lawson previously served a term on The Wyatt Company Board of Directors and was the Chairman for the Compensation Practice of The Wyatt Company. . . .

Fascinating. Was it disclosed in the proxy -- as a potential conflict, in the Compensation Committee's much-earlier original retention of Ira T. Kay (circa late-2005)? When did Lawson ACTUALLY leave Wyatt Wheeler? I'll go check.

Hans Becherer is depicted at left, BTW.

Well, no firm answers yet, but here we go -- from the relevant 2006 proxy (quoting from page 22):

. . . .The Compensation Committee’s Consultant.

In determining the amount and form of executive compensation, the Compensation Committee often asks for advice from its outside compensation consultant. In June 2006, Ira Kay of Watson Wyatt, a compensation consultant, was retained to report to the Compensation Committee, following the retirement of its prior consultant in late 2005. [Ed. Note: Who was that?] Kay does not now provide, and has never provided, any services to Schering-Plough, any member of management, or any employee of Schering-Plough. Watson Wyatt does not provide services to Schering-Plough, any member of management or any employee of Schering-Plough although it does provide non-U.S. actuarial and benefit plan services to certain Schering-Plough subsidiaries. None of these services relate to compensation of the named executives or other executives, and the fees for all such services are not material to Watson Wyatt or Schering-Plough. . . .

Interesting. In the prior year's proxy, the report had something very different to say. It seems Schering reformed its consultant retention practice in 2006 -- as per the below, management at Schering-Plough selected the consultant, and Mr. Becherer's Compensation Committee simply "ratified" that choice, after the fact. A clear opportunity for untoward influence is created thereby. No disclosure of potential conflicts -- take a look (from page 26 of the prior year's proxy):

. . . .The Committee selects, and when it deems appropriate is advised by, an independent executive compensation consultant to assist in evaluating the components of the executive compensation program. The Committee also annually ratifies Schering-Plough’s selection of a compensation consultant, which works with Schering-Plough’s Global Human Resources professionals and also provides information to the Committee. . . .

Cozy, indeed.