A firm that advises investors on corporate-governance issues said yesterday that Robert I. Toll, the chairman and chief executive officer of Toll Bros. Inc., a builder of luxury homes, was overpaid.
The firm, Proxy Governance Inc., of Vienna, Va., is recommending that shareholders withhold votes from Carl B. Marbach, chairman of Horsham-based Toll Bros.' compensation committee, at the company's annual shareholders meeting March 14.
Toll's three-year compensation was 564 percent above the median paid to CEOs at peer companies, according to the independent firm's report released yesterday. It was also noted the company's average three-year compensation paid to the other named executives is 186 percent above the median paid to Toll Bros.' peers.
Proxy Governance contends that Robert Toll's pay does not match his company's performance. The home builder saw a 15 percent decrease in net income last year because of a sluggish housing market. The company did, however, post earnings in line with the expectations of Wall Street analysts.
The company said it would not respond to the Proxy Governance report.
"We are not commenting further on this matter beyond what has already been stated in the proxy statement filed Feb. 5, 2007, and the 10K filing," Kira McCarron, chief marketing officer and senior vice president for Toll Bros., said yesterday. She declined a request to interview Toll.
In the February proxy statement, Toll, 66, was listed as making $29.3 million for the year ended Oct. 31. Of that, $10.1 million was exercised stock options, a $17.5 million bonus, and $1.3 million in base pay.
"The company's executive compensation . . . is high . . . given the company's financial performance relative to peers," said Proxy Governance's report. The firm is an independent proxy adviser.
Last week, Toll Bros. reported a 67 percent drop in first-quarter earnings because of hefty write-downs and other costs. First-quarter net income was $54.3 million, or 33 cents a share, compared with $163.9 million, or 98 cents a share, for the same period a year earlier.
First-quarter revenue was down 19 percent, from a record $1.34 billion a year earlier to $1.09 billion - but still met Wall Street's expectations.
The company's backlog at the end of the first quarter - homes ordered but not built - was $4.15 billion, a decline of 30 percent compared with $5.95 billion. Signed contracts for new homes slid 34 percent.
At least one group is taking heed of the proxy firm's advice. On Feb. 16, construction workers' union Laborers' International Union of North America sent a letter to 1,000 of Toll Bros.' largest shareholders, urging them to withhold votes for Marbach to protest Robert Toll's salary.
Bruce Toll, vice chairman of Toll Bros., is chairman of Philadelphia Media Holdings L.L.C., which owns The Inquirer, Philadelphia Daily News and Philly.com.