Apr. 23--Aetna Inc. Chief Executive Ronald A. Williams got $3.14 million in compensation for 2008 and was awarded stock rights that could be worth an additional $10 million, the company disclosed Wednesday.

Williams was also granted 84,813 performance stock units, which are initially valued at $4.3 million. But they will only vest in February 2010 if the company attains compound annual growth of 15 percent in earnings per share over the 2008-09 period.

Williams' $3.14 million pay package in 2008 included $1.09 million of salary and an annual bonus of $1.95 million, which was slightly higher than his $1.9 million bonus in 2007. He also had $101,487 of other compensation in 2008, which included the company's match to a 401(k) plan, and personal use of corporate vehicles and aircraft.

In 2007, Williams pulled down $40.2 million of compensation, but $32.8 million of that was the value of exercising stock options granted in previous years. None of Aetna's top five executives exercised any options in 2008.

The 657,463 stock appreciation rights that Williams was granted in 2008 are similar in concept to stock options and had a theoretical value of about $10 million. The rights vest in installments over three years, and become common stock when exercised. The exercise price is $50.70 a share, but the rights won't be worth anything unless Aetna's stock price more than doubles from Wednesday's closing price of $24.53 a share.


The compensation information was reported in the proxy filing for Aetna's annual shareholders meeting May 29 in Jacksonville, Fla.

The proxy said Williams' compensation was based in part on Aetna's "superior operating performance" and his leadership in differentiating the company from its competitors by launching new products and services and expanding health information technology.

"Mr. Williams is a sought-after and influential leader on health care issues and continues to build effective relationships with our key constituents," the proxy said.

The company's president, Mark Bertolini, had $2.35 million of pay for 2008. That included $919,368 of salary, a $1.39 million annual bonus and $40,176 of other compensation.

Bertolini was also awarded stock appreciation rights theoretically valued at $3.01 million, and performance stock units valued at $1.29 million.

Although Aetna's stock price plunged in 2008, the proxy noted that company revenue jumped 14 percent excluding realized investment losses, operating earnings per share increased 12.6 percent, and enrollment grew by 848,000 members to 17.7 million as of Dec. 31.