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April 20, 2007

URS Protects CEO Martin M. Koffel—and Convinces Him to Stay

Fotolia

I met Martin M. Koffel, the chairman and chief executive of URS Corp., briefly many years ago, at URS Corp.'s Manhattan offices, and I saw him on television once since then. I believe he has a fondness for horses and has a home within reach of URS' headquarters in San Francisco. With violence so much in the news, it's easy to forget that chief executives can become targets. I believe that's why URS pays hundreds of thousands of dollars each year for Koffel's personal security.

In 2005 URS' board spent almost $800,000 providing Koffel personal security, something a private consulting firm said he needed, according to a filing with the Securities and Exchange Commission last year. The following is how the company described security provided to Mr. Koffel that year.

"We paid $676,750 in 2005 and $114,375 during our Transition Period to maintain security and personal protection services for Mr. Koffel due to business-related security concerns. This security program was established upon the recommendation of an independent, third party consulting firm. This security program is not maintained for the personal benefit of Mr. Koffel and therefore we have not added these costs to the Other Annual Compensation column."

And two days ago URS updated its discussion of Koffel and the personal security provided him in 2006. In 2006 the security cost $701,360.

"In 2006, the Compensation Committee approved home and personal protection services for Mr. Koffel, which had previously been approved by the Compensation Committee in 2002. These services were suspended briefly in 2006 at the request of Mr. Koffel pending further analysis of the appropriate scope of such services and the income tax and disclosure consequences that providing such services would entail. However, when the Board learned that the services had been suspended, management was directed to reinstate the services promptly because the Board believes that the security of Mr. Koffel is an important business-related expense (although the SEC requires that the incremental cost of these activities be disclosed as perquisites and included in compensation)."

URS' Compensation Committee pointed out that it is not in the habit of providing luxury to its top managers.

"We generally provide few and modest perquisites to our Named Executives, all of which are intended to minimize distractions, improve job efficiency and allow the Named Executives to concentrate on our business. An item is not a perk if it is integrally and directly related to the performance of the executive's duties. We generally do not provide personal life style perquisites such as golf club memberships, vacation units, personal use of aircraft (especially since we own no aircraft), personal entertainment accounts, or similar perks."

Following negotiations to induce the 67-year-old Koffel to postpone his Dec. 2006 planned retirement, the URS compensation committee decided to set aside for use as incentives and pay an additional block of 300,000 restricted shares of company stock. Separately, Koffel's raise in overall compensation in 2006 compared to the previous year appeared to be $2.3 million, based a on a quick reading of the company's filings.

"Based on the expressed desire of the Board to induce Mr. Koffel to extend his retirement date for a number of years, and Mr. Koffel's indication that he might be amenable to such an extension, the Compensation Committee initiated negotiations with Mr. Koffel in early 2006 regarding the terms on which Mr. Koffel would be willing to extend his retirement date."

"The Compensation Committee also concluded that the long-term equity incentives that had been provided to Mr. Koffel in recent years had been appropriate as part of his total compensation package. However, the Committee concluded that, in lieu of annual grants going forward (and absent an unusual event or circumstances that would warrant additional equity grants in the future), a single large equity grant should be made in connection with Mr. Koffel's retirement date extension, designed to provide Mr. Koffel with appropriate equity value and performance incentives through his expected retirement date in May of 2009."

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Kormantary

Richard Korman
is an
award-winning journalist and author and is senior business editor of ENR.com.

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