If You Liked Survivor... You'll love proxy season. In this episode, Larry gets a gigagrant, Steve gets a plane, and James makes a sacrifice.
By Geoffrey Colvin

(FORTUNE Magazine) – Money lust, skullduggery, comedy, mystery--these are the things I like to read about, same as everybody else. That's one reason, besides the shad and asparagus, that I love this time of year: It's proxy season. And if you don't often turn to SEC filings for searing human emotion and profound character revelation, then you just haven't given them a chance.

Let's check Oracle's proxy statement. Skip past the stuff about voting your shares and electing directors, and go right to the executive compensation section, often the juiciest part. Proxy connoisseurs remember when it was big news for an executive to get 100,000 stock options--in the more innocent days of, say, Steve Ross, that was called a megagrant. Recently we've seen executives get million-share grants, though they're hardly common.

But look right here: Last year Oracle CEO Larry Ellison got a grant of 20 million options. Stewart Reifler, director of executive compensation in the Northeast for PricewaterhouseCoopers, has coined exactly the term for this. It's a gigagrant. If Oracle stock rises 10% a year for the options' ten-year term, this single grant will be worth more than $400 million.

Breathtaking, for sure, but turn back a few pages for the interesting angle: As the founder, Ellison already owns, outright, nearly 700 million Oracle shares! Why on earth does he need 20 million options? As incentive? To align his interests with the shareholders'? But he's by far the largest...wait...my head is spinning. Something tells me this isn't about the money. I have no idea what it's about, but the answer probably lies in the realm of psychoanalysis.

There was exactly one other gigagrant last year. Apple's directors gave CEO Steve Jobs the very same number of options, 20 million. Apple's proxy says Jobs was a founder of his company (like Ellison), and he already owns a huge chunk of its stock (also like Ellison). So again: What could possibly be the point of a historic gigagrant? Who knows? But flip a few pages to the names of Apple's directors, and there's...Larry Ellison! Coincidence, surely.

Particularly fine proxy experiences often require two proxies to play out. Ralston Purina's most recent regular proxy reveals that the board gave its chairman, retired CEO William Stiritz, 600,000 restricted shares worth more than $15 million last Nov. 16. It's a bit unusual to give a nonexecutive such a huge slug of stock, particularly since restricted stock is generally a retention tool not often awarded to 66-year-old retirees. But the terms were standard: He could not sell the shares for five years, though that restriction would lapse if Ralston were bought. As it happens, of course, Ralston was bought only weeks later (by Nestle), at a handsome premium. The new proxy issued in connection with the deal reports that Nestle first approached Stiritz on--wait for it--Nov. 9. Let's just leave the story there, in its Conradian starkness.

Proxies can be uplifting. The latest from Bank One reports the lucrative pay deal that James Dimon cut when he came in as CEO but also notes that he waived his guaranteed $2.5 million bonus because the company hasn't done well. Southwest Airlines' new proxy reveals that CEO Herb Kelleher (featured in this issue) was paid peanuts--appropriately, since that's all his airline serves, and also because he's a founder who owns plenty of shares. Still, the numbers are so puny (bonus: $172,000), and his performance has been so spectacular, it does one's heart good.

You can even find comedy, if you look beyond the proxy to documents about it. Institutional Shareholder Services, which advises pension and mutual funds on how to vote their shares, analyzed Berkshire Hathaway's proxy and concluded solemnly that shareholders should withhold their votes from two very naughty directors: CEO Warren Buffett and vice chairman Charles Munger. Their sin: not putting enough independent outsiders on Berkshire's board. If somehow you don't know the Berkshire story, just understand that throwing those guys out for that reason would be like leaping from a plane and then cutting off your parachute because the label was sewn in crooked. Fortunately, nobody listened. Buffett and Munger were reelected overwhelmingly.

My favorite mystery from this proxy season is in Apple's filing. Steve Jobs has been CEO these past few years at no salary. But last year, besides that monster option grant, the board gave him a little token of its esteem: his very own Gulfstream V jet, valued at $90 million. Here's the mystery. When Jobs travels on business, he'll certainly take the G5. Does that mean the company will pay him for the corporate use of his private plane--a plane the company bought for him? Yes, say comp consultants I asked. My head is spinning again. But when I asked Apple, no one wanted to talk about it.

Fair enough. They don't have to give me that information.

But they will have to report it in next year's proxy.