David Winters is the founder of Wintergreen Advisors. HIs firm, on behalf of its clients, owns more than 2.5 million shares of Coca-Cola (KO). Winters released a letter March 21 that he sent to the board of directors protesting the company’s 2014 Equity Plan, which he suggests will cost shareholders (Coke contests this figure) a cool $24 billion.
Are you as an investor going to stand for it? If you own KO stock, you’d be wise to follow Winters’ lead and vote against the 2014 Equity Plan.
This is but one example how overpaid CEOs like Muhtar Kent are destroying shareholder value while simultaneously lining their own pockets. Here’s a list of three other CEOs doing just the same:
Overpaid CEOs – HCA Holdings (HCA)
Institutional Shareholder Services, on behalf of Reuters, did a preliminary review of 46 S&P 500 companies who have already filed their annual proxy. ISS suggests that average chief executive compensation in 2013 — at least in this small sampling — increased 2% to $9.34 million. Mere peanuts.
Give Coke credit: At least their proxy lays out in a relatively straightforward manner how they’re diluting shareholders. HCA Holdings’ (HCA) CEO is one of America’s highest-paid CEOs, earning an average of $23 million in total compensation in each of the last three years. A whopping 70% of his compensation is in the form of annual equity grants.
As of the end of 2013, Richard Bracken had 4.65 million equity awards outstanding as a result of stock options and stock appreciation rights. These grants give him 1% of the company’s $21 billion market cap — a $200 million largesse. The other four named executive officers are almost as richly compensated, with another six million shares among them.
It’s an interesting coincidence that the 10.7 million shares granted to Bracken and his management team since 2005 equal the number of shares the company repurchased in November 2013. Paying $46.92 per share, HCA essentially fixed its dilution problem in one quick buyback. The only problem — it cost shareholders $502 million, or about 2.4% of its overall market cap.
It’s not quite the 14.2% dilution of KO, but it’s pretty hefty nonetheless. If you own HCA stock, do you really feel this cast of characters are worth it?
Overpaid CEOs – Nuance Communications (NUAN)
The AFL-CIO has Nuance Communications (NUAN) CEO Paul Ricci 16th on its list of the 100 Highest-Paid CEOs in 2012. Once the dust has settled after proxy season, I’m sure Ricci will be on 2013s list. In the three years from 2011 through 2013, Ricci earned average annual compensation of $29 million, most of it in the form of stock and option awards.
The company will argue that a significant portion of Ricci’s pay is performance-based, and unless he’s able to substantially reverse its fortune, some of the option awards will either expire worthless or be exercised for a small profit. In addition, 500,000 of the 1.25 million performance-based stock awards that were still to vest as of September 30, 2013, have been forfeited due to NUAN missing certain revenue and earnings per share targets in fiscal 2013.
However, Ricci does have 1 million shares in time-based restricted stock units that began vesting in November (250,000 per tranche) and will be fully received by September 30, 2015. So, regardless of the fact that NUAN stock has achieved an annual total return of -2.2% over the past three years, 17 percentage points worse than the S&P 500, Ricci receives 1,000,000 shares with no questions asked.
The first tranche will net Ricci $3.9 million ($15.70 per share times 250,000) and subsequent tranches will possibly be worth more. Assuming $15.70 per share for the remainder, Ricci will have gotten $15.6 million for doing absolutely nothing for the stock price. Worse still, it’s now losing money and has been for more than a year.
Carl Icahn, who owns 24% of NUAN stock, put his son on the board last October. If business continues to flounder, look for the billionaire to sack Ricci and the rest of the management team. The board’s granting of such huge equity awards to one of the most overpaid CEOs in America is reckless bordering on a breach of fiduciary duty. Any way you slice it, shareholders have been taken for a ride.
Overpaid CEOs – Activision Blizzard (ATVI)
Robert Kotick was the fourth-highest paid CEO in 2012, taking home a massive $65 million in total compensation. Of that, $56 million was for stock awards given as an inducement to get him to sign his employment agreement which runs through June 2016.
A total of 6.1 million shares are up for grabs over the next two-and-a-half years, dependent on performance targets being reached including diluted earnings per share, free cash flow and total shareholder return. The board must like what he’s doing: They gave him a cash bonus of $7.9 million on March 11 — 374% more than his base salary.
Kotick has been CEO since 1991, when he and partner Brian Kelly acquired 25% of its predecessor. In October of last year, the company repurchased 429 million of its shares from Vivendi (VIVHY) for $5.83 billion, and in a separate transaction Kotick, Kelly and some institutional investors bought another 172 million shares for $2.34 billion.
The bold move left Kotick and partners as the largest shareholders, owning 25% of the company with Vivendi reduced to a 12% stake. The cost to shareholders? The addition of $4.7 billion in debt which is a lot to pay for independence. Since the deal, ATVI stock is up 21% through March 24, so I guess it’s hard to fault the man.
However, providing Kotick with potentially as many 10 million shares (the 6.1 million shares mentioned earlier plus the option to buy 4 million shares with most at $13.29 per share) to remain CEO when he’d not yet completed the deal to buyback the company from Vivendi seems like a totally unnecessary carrot.
But then again, if he and his partners effectively control the company, why not pay himself a handsome bonus (in addition to the shares) for the hard work undertaken last fall. To the victor go the spoils, right?
Wrong. It’s another example of how overpaid CEOs like to build empires, to the detriment of shareholders.
As of this writing, Will Ashworth did not own a position in any of the aforementioned securities.