Tim Cook's huge payday at Apple

One could understand if Apple (AAPL) CEO Tim Cook feels a certain bittersweetness over his compensation in the last year.

It came to nearly $378 million when restricted stock is included, according to Apple's proxy statement for its Feb. 23 meeting.

An ungodly amount. But it was earned while his boss, Steve Jobs, was dying.

Cook headed Apple as the acting CEO in 2004, 2009 and again in 2011 while Jobs took medical leaves to battle cancer. When Jobs resigned on Aug. 24, Cook became the CEO. Jobs died on Oct. 5.

In the 2010-11 fiscal year, Cook earned $900,000 in salary and $376.18 million that consists of 1 million shares of restricted stock, the proxy statement says. The value of the stock award was based on Apple's stock price on Aug. 24, the day Cook was named CEO.

Half of the million shares become vested on Aug. 24, 2016. The balance is vested on Aug. 24, 2021, assuming Cook, 51, is still with Apple. If he leaves before the first 500,000 shares are vested, he loses them.

The size of the award was subjective, the proxy statement says. The board looked at no peer groups.

Rather, the award was "the product of the board’s business judgment, which was informed by the experience of the board members, the input received from Mr. Jobs, and the board’s assessment of Mr. Cook’s performance in assuming responsibility for the company’s day-to-day operations during Mr. Jobs's prior leaves of absence."

Keeping Cook and knowing what he could command if he left Apple were the big concerns.

Cook, who joined Apple in 1998 and became the chief operating officer in 2007, has done very well by Apple. And Apple has done very well. It generated more than $108 billion in revenue in fiscal 2011 and has the second-largest market capitalization of any company in the world: $392 billion. Exxon Mobil's (XOM) market cap is tops at $409.8 billion.

In the 2009-10 fiscal year, Cook earned more than $59 million, including $52.3 million in restricted stock, an $800,000 salary and a cash bonus of $5 million for serving as acting CEO while Jobs was recovering from a liver transplant.

Apple's fiscal year ends the last Saturday of September.

Jobs had a unique compensation agreement with the company he co-founded and returned to in 1997.

His salary for years, including his last two, was $1 a year. But he owned 5.5 million shares. In the 2010 fiscal year, the value of his shares grew 60.3%. In 2011, the shares grew an additional 38.3%, generating potential capital gains of $604.7 million and $615.9 million. Yes, that adds up to $1.22 billion.

Assuming his estate hadn't sold any shares, they ended calendar 2011 worth $2.23 billion.

Apple, famously, has never paid a dividend. But Jobs had other big investments that could generate cash. Thanks to his sale of animated movie studio Pixar to Walt Disney (DIS), he became Disney's largest shareholder. His 138 million shares were 7.7% of the shares outstanding and generated $82.8 million in dividends.

And they're worth $5.49 billion.