ASC CEO's compensation doubled in 2002

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— American Skiing Co. CEO B.J. Fair saw his compensation in salary and bonuses more than double in 2002 to $850,000.

Information on salaries and bonuses for ASC's top corporate executives is contained in a report to shareholders that was filed with the Securities and Exchange Commission earlier this week. The report announces ASC's annual meeting will be held Aug. 26 in Park City, Utah.

The terms of Fair's compensation are spelled out in an employment agreement that expired on May 17. The top executive at the parent company of the Steamboat Springs Ski and Resort Corp. is working as an "at-will" employee.

Fair received a salary of $400,000 in fiscal 2002 and a $400,000 retention bonus paid in May 2002. Compensation last year also included a $35,000 incentive bonus paid in August 2001. He received about $15,000 in other forms of compensation.

An ASC spokesman contacted for this article said he was not aware whether Fair had signed a new employment agreement since the shareholders' report was filed. The spokesman was unable to say what, if any, implications were involved in the change to being an at-will employee. The report states that Fair will continue to be paid the same salary.

Several of the salaries reported in the document filed this week apply to executives who have since left the company. They included former chief operating officer Hernan Martinez who was paid $550,000 in salary and bonuses in 2002 and former executive vice president Peter Tomai who received $377,000 in compensation.

Mark Miller, who resigned as chief operating officer last month, was paid $300,000 in salary and a $450,000 bonus in 2002 when his title was chief financial officer.

Miller was promoted to chief operating officer in December 2002, but the company eliminated that job description this summer. The document reports Betsy Wallace, who replaced Miller as CFO last December, will earn a base salary of $259,000 with a guaranteed minimum bonus of $50,000 for fiscal 2003. Her bonus could be higher. She also received a $30,000 signing bonus after her first 30 days on the job.

Martinez and Tomai filed arbitration demands Jan. 3 seeking a full year's salary as severance pay. The two former executives claim they resigned from their positions with ASC for "good reason" as described in their employment agreements and are entitled to their salaries plus six months of health insurance coverage, according to ASC's shareholders report. Martinez, whose assignment included real estate development and sales, is seeking $300,000 and Tomai is seeking $225,000.

ASC disputes their claims.

"The company has contested the existence of 'good reason' for their termination of their employment and disputes its liability for the severance payments and other benefits," ASC states in its shareholders notice.

ASC's plan offers bonuses to approximately 200 employees as incentives to reach short-term performance goals.

"The bonus plan is generally directed at key members of the management team," the statement to shareholders reads. "The plan provides for payment of cash bonuses if certain levels of resort and companywide earnings are met."

Fair's salary and bonuses are reviewed by a subset of ASC's Board of Directors. He joined the company in May 2000 as COO and received $57,000 in salary and bonuses of $75,000 for a partial year of employment. He also received a $75,000 signing bonus and was granted incentive stock options for 400,000 shares of the company's common stock at an exercise price of $2 per share. Upon being named CEO in 2001, Fair's annual base salary was increased from $300,000 to $400,000. The compensation committee may award him an annual bonus of up to 70 percent of his salary, according to the terms of his expired employment agreement.

-- To reach Tom Ross call 871-4205

or e-mail tross@steamboatpilot.com

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