SiliconBeat

Richard Leza Jr. of Sierra Madre, who owns 2,600 shares of Rackable Systems, asked the company to nominate himself and Steve Montoya of Los Gatos to its board of directors, according to a filing the company made with the SEC Friday. He also submitted a resolution to the company related to stockholder approval of executive compensation at Rackable, which makes server and storage products for use in large data centers.
Rackable’s chairman, Richard Verdoorn, said the board would “review and evaluate” the proposals, and pointed out that Rackable has, over the past nine months, “”recruited a number of new senior executives, including new CEO Mark J. Barrenechea, as well as two new highly qualified independent directors.”

Leza earned his Stanford MBA in 1995. His father, Richard Leza Sr., is the founder and chief executive of the venture firm AI Research and co-founder of Hispanic-net, an online network designed for Hispanics in technology, on which Montoya has made numerous posts related to clean technology.

William Kurtz quit Friday as chief financial officer at Novellus Systems the same day its
shares hit a 52-week low. The news didn’t rate a press release   or a single line of explanationin the SEC filing the company made late Friday to announce the development, perhaps hoping it would pass little noticed.  We were wrong.  Novellus put out a press release on Dec. 17 reporting that Kurtz would be joining a “venture-backed company” on March 1)

Novellus shares lost 20 percent of their value last year and are down another 20 percent after two months of 2008. None of Kurtz’s stock option awards are in the money and the restricted stock he got when he started Sept. 1, 2005, is worth 5 percent less now.

And the immediate future is not looking bright for the companies like Novellus that make
equipment used to manufacture semiconductors. The company said in January that orders this quarter may fall as much as 15 percent.

Robert May, the head of the San Jose energy company Calpine that emerged from bankruptcy in January, will be resigning, he announced Friday, the same day that the company estimated his “success fee” for his effort would be $29.6 million, according to its 10-K filing.

May must be savoring his impending return for good to his home in Florida.The company paid him $65,052 last year for temporary housing near Calpine’s headquarters downtown at 50 W. San Fernando last year, along with $53,710 for commuting between here and his home state.

May’s compensation last year included his $1.5 million salary and $2.4 million bonus, and
$316,123 worth of other compensation. And on Feb. 6 May was given 547,600 restricted shares worth $9 million, but it doesn’t appear to mean much to May who presumably will be long gone before the first half vests in 18 months, but who knows, maybe May will work his wonders on that termination agreement.

A study of 108 companies with sales over $1 billion and fiscal years that ended after August 31, found that the median bonus paid to chief executive officers fell 4.5 percent last year compared with a 27.1 percent increase the year before, according to Equilar, the compensation research firm that provides data for the Mercury News’ annual What the Boss Makes survey of executive pay.

As Equilar points out, these are the first results from large companies following the impact of the economic slowdown that began last summer.

Among the sample group, 38 percent of the CEOs received a smaller bonus in 2007 than they did the year before, compared with 28.7 percent of CEOs who reported that in 2006.

Asyst Technologies, the Fremont maker of equipment used to make chips and flat panel displays, finally went on the record today, confirming that its board “previously rejected unsolicited expressions of interest conveyed over the past several months from The Gores Group and Aquest Systems to explore purchasing the company for $5 to $6 per share.”

Aquest Systems, not coincidentally perhaps, is headed by Mihir Parikh, an Asyst founder and former chief executive who in 2003 alleged wrongful termination from the company and discrimination “based on age, race and national origin,” as well as fraud, deceit, and defamation. He sought damages of more than $5 million but settled the matter later that year for $1.3 million.

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Gregory Brown, Motorola’s chief executive since the first of the year, got a raise befitting his promotion from chief operating officer of the company that sells products “that make a broad range of mobile experiences possible.” Here’s one mobile experience it might care to overlook: the downward mobility of its stock, which fell 19 percent Jan. 23 after the company reported its fourth quarter profit dropped 84 percent.

It may be a good time to be taking over the reins of Motorola from ex-Silicon Valley star Ed Zander, as there looks to be a bit of upside opportunity.

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Why lease when you can buy?

Looks like Gilead Sciences (GILD) of Foster City is taking that old mantra to heart when it comes to investing in a fleet of new corporate planes. And yes, that’s planes as in plural.

Our friend, Michelle Leder, of footnoted.org generously donated this nugget to the cause. Leder stumbled across it while reading the 10-K that Gilead filed this week:

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McAfee, the Santa Clara maker of anti-virus and security software, said in a filing Wednesday that an unnamed “former executive” notified the company earlier this month of his intent to seek arbitration related to what he alleges was a breach of his employment contract, as well as other “wrongful acts” related to the expiration of his stock options.

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It’s official. Microsoft’s unwanted proposal to buy Yahoo “has created a distraction for our management and uncertainty that may adversely affect our business”, according the company’s 10-K filing with the SEC today.

That detail showed up in the 10-K section devoted to Risk Factors, which begin with the fact that “We face significant competition from large-scale Internet content, product and service aggregators, principally Google, Microsoft and AOL.” AOL? Really?

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When Carl Pelzel took over as drug maker Depomed’s chief executive on August 24, he was given a number of option awards, including one that curiously was to be granted “as soon as reasonably practicable after January 1, 2008, and in no event later than March 31, 2008,” that would have “an exercise price equal to the August 24, 2007 Closing Price” of $1.98.

That sounded odd to us, like a pre-determined agreement to grant an option in the future that was priced in the past.

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