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William McComb’s Pay Slips to $5.4M

Liz Claiborne adjusts severance agreement for top execs to "clarify" change-in-control procedures.

William L. McComb, chief executive officer of Liz Claiborne Inc., saw his total compensation fall 18.9 percent to $5.4 million last year, according to a filing with the Securities and Exchange Commission.

The decline came primarily in the area of stock grants, which fell to zero from a value of $2.2 million in 2010. But McComb saw his bonus, which was categorized as nonequity incentive plan compensation, increase to $2 million from $400,000. The ceo’s salary held steady at $1.3 million. He also received stock options valued at $2 million, although he might not see that money given vesting schedules and changes in stock price.

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Andrew Warren, who stepped down as executive vice president and chief financial officer last month, saw his 2011 compensation rise 13.5 percent to $3.2 million.

Rumors percolated last week that Claiborne was being courted by private equity investors who could take the company private. And even though the firm said it was not contemplating “any strategy for the company other than executing against the operating plan,” its regulatory filings show it has done some tidying up in its procedures relating to a sale.

The company, which will officially be renamed Fifth & Pacific Cos. next month, extended the severance agreements of top executives, except for McComb’s.

The new agreements expire at the end of 2013 rather than the end of this year. They also “clarify that there is no termination under the agreement in the case of an asset sale — which may or may not be a ‘change-in-control event’…where the executive officer receives a comparable job offer from the purchaser.”