FOUR of the five highest-paid people in Standard & Poor's 500 companies aren't chief executive officers. They're senior employees at Apple Inc, receiving compensation packages designed to keep management intact in an increasingly competitive industry.

The four executives are Bob Mansfield, Bruce Sewell, Jeffrey Williams and Peter Oppenheimer, according to fiscal 2012 compensation figures for top earners filed with the US Securities and Exchange Commission. About 80 percent of S&P 500 companies had submitted their numbers as of April 12.

Last year was the second in a row that payouts at Cupertino, California-based Apple ranked among the most generous. Apple directors, who put CEO Tim Cook at the top of the heap last year, are using compensation to hang on to the team that transformed the iPhone maker into the most valuable technology company under co-founder Steve Jobs, who died in 2011.

The urgency has increased in recent months as Samsung and Google challenge Apple.

"It's a retention strategy to keep the key executives who were present in the Steve Jobs era," said Greg Sterling, an analyst at San Francisco-based Opus Research. "They want to be sure the actual talents that they bring to the company are retained, and also from a perception standpoint to retain confidence in the leadership."

Restricted stock units

Apple's Mansfield received US$85.5 million, almost entirely in stock, the second-largest 2012 compensation package in the S&P 500. The total was boosted by the value of a related accounting charge and options that vested earlier than other Apple executives. Mansfield's base salary was US$805,400, matching that for Oppenheimer, Sewell and Williams. Their pay jumped after receiving 150,000 in restricted stock units shortly after Jobs died.

Steve Dowling, an Apple spokesman, declined to comment on compensation. In its regulatory filing, Apple's board said the stock grants should be "meaningful in size in order to retain the company's executive team during the CEO transition."

The pay-package data compiled by Bloomberg include base salary, bonus, equity and other benefits for the 2012 fiscal year, which in Apple's case ended in September. Bloomberg's ranking includes figures filed with the US Securities and Exchange Commission for 2,050 executives at 410 companies.

Andrea Jung, senior adviser at Avon Products, chairs Apple's compensation committee, which also includes J Crew Group CEO Mickey Drexler and former US Vice President Al Gore. Drexler declined to comment on the board's pay strategy, while Jung and Gore didn't respond to requests for comment.

Mansfield, who had led Apple's hardware engineering group, had announced plans to retire last June, but was persuaded to reverse course after members of his team complained to Cook about his replacement, Dan Riccio, whom they believed was unprepared for the magnitude of the role, according to insiders. "What the board is doing here is saying we're going to give you millions of dollars worth of reasons to stick with Apple, see us through this transition and to make sure we continue to be successful without Steve Jobs," said Allan McCall, a Stanford University researcher who is studying executive compensation.

Apple executives who became enriched as the stock surged under Jobs might have been tempted to leave, their wealth intact, in the wake of his death and the passing of the reins to Cook, said McCall, who co-founded compensation advisory firm Compensia.

Patent lawsuits

Mansfield, 52, joined Apple in 1999 and now is senior vice president of technologies, leading development of semiconductor and wireless products.

Sewell, 54, Apple's lead lawyer, received a package worth US$69 million, ranking him third in the S&P 500. Sewell, a former Intel executive, has spearheaded Apple's patent infringement lawsuits, including the US$1.05 billion verdict it won against Samsung Electronics last year. A federal judge last month reduced the award by US$450.5 million, ordering a new trial on damages for some products.

Williams, 49, senior vice president of operations, came in fourth at US$68.7 million. He has assumed many of Cook's former duties, including responsibility for Apple's supply chain and its relationship with manufacturing partners such as Foxconn Technology Co.

Oppenheimer, 50, Apple's chief financial officer who has been guiding the company's strategy for handling its US$137.1 billion in cash and investments, received US$68.6 million in total compensation last year, for fifth place. Oppenheimer's total pay included a US$805,400 salary, stock awards worth US$66.2 million, a US$1.6 million bonus and other benefits valued at about US$16,000, according to Apple's SEC filing.

Highest-paid CEO

The four earned more than Cook, who ranked 1,016 with a US$4.17 million package. Cook, 52, received US$378 million for 2011, nearly all in restricted stock awards set to vest over a decade, and was the highest-paid CEO that year.

Apple's top-four earners trail only Oracle CEO Larry Ellison, whose compensation was US$96.2 million last year, based on corporate filings to date. Apple in December disclosed payouts for its 2012 fiscal year. Filings from other S&P 500 members show the premium Apple is paying relative to its peers.

The data compiled by Bloomberg News only includes executives whose total compensation was disclosed in annual proxy filings. It doesn't include Apple's marketing chief, Phil Schiller, who was given 150,000 restricted stock units, and Eddy Cue, head of Internet services, who got 100,000.

The 2012 compensation top 10 includes two other executives at Redwood City, California-based Oracle, which gave co-presidents Mark Hurd and Safra Catz about US$51.7 million apiece. Rounding out the list are CBS CEO Les Moonves, Discovery Communications CEO David Zaslav and Occidental Petroleum Chairman Ray Irani.

Under Moonves, CBS "posted record results in 2012, with its highest revenues, operating income, and EPS since it became a standalone company in 2006," the company said in a statement.

Representatives from Oracle, Discovery and Occidental declined to comment.

Including Cook, Apple's top five executives had a combined compensation of US$296 million, the top among S&P 500 companies, while Oracle was second with US$253 million. The top five at CBS earned US$120.7 million, while those at Discovery Communications made US$65.3 million.

Apple executives earned several times more than other well-known technology-industry CEOs. Microsoft CEO Steve Ballmer received a package worth US$1.32 million in the 2012 fiscal year, which ended in June, while Hewlett-Packard rewarded CEO Meg Whitman with compensation of US$15.4 million for that fiscal year, which ended in October.

Apple's compensation totals are for the fiscal year that ended in September, a period when shares increased 65 percent. Since then, the stock has fallen 37 percent. Apple declined 2.3 percent to US$419.85 at the close in New York.

Dependent on price

The recent slump doesn't affect the reported 2012 payouts because stock-based compensation was valued based on the price in November 2011, when shares were trading at about US$400. The amounts executives are ultimately paid will depend on the stock price when they sell batches of restricted shares, which vest this year and in 2016.

Jobs earned a US$1 salary each year he was CEO, though stock grants swelled his total payout.

Since Jobs relinquished control, the only senior executive to leave voluntarily has been retail head Ron Johnson, who served as CEO at JC Penney until he was ousted this month. Two others, mobile-software head Scott Forstall and Johnson's successor John Browett, left under Cook's management shakeup in October 2012.

Apple's strategy appears to be working, since there has been scant turnover, according to Steven Hall, founder of Steven Hall & Partners LLC, a New York-based executive-compensation consulting firm.

"Obviously, they are doing something right," Hall said.