How much is a good CEO worth? Millions would be the answer while in the job, of course. But what about when they leave and beyond? John B Fairfax resigned from the Westpac board last year over concerns about the retirement deal for CEO David Morgan, and the $4.5 million golden goodbye to Fairfax CEO Fred Hilmer raised eyebrows earlier this week. Fairfax is now in danger of having its remuneration report voted down at the forthcoming AGM under the new regime of non-binding votes.
Given Fairfax’s mixed performance under Hilmer, this is understandable. But what sort of reaction will Woolworths get given the far greater largesse for CEO Roger Corbett and the company’s fantastic returns for shareholders during his reign. As John Durie wrote in today’s AFR, Corbett’s farewell package, comprising another year of work and then a five year consultancy, is a bridge too far.
The Woolworths board and chairman James Strong have simply failed any test of competence and good governance in awarding Corbett this multi-million dollar stream of cash. The package could total more than $20 million if the company performs like it has in the past couple of years, which will come on top of his shareholding worth more than $54 million and a minimum dividend stream of $1.7 million a year (fully franked).
Taking all this into account, by the time Corbett’s long association ends with Woolies in 2011 he will have received options and shares and payments valued at close to $100 million. His net worth would exceed that of David Murray, who is about to leave the Commonwealth Bank with around $28 million.
That’s mind boggling. In 2003-2004 Corbett received total pay and bonuses valued at $4.14 million. The base pay was around $1.75 million. That base pay has been lifted to $2.5 million “through to September 2006 under the ‘extended service agreement” revealed yesterday.
We still don’t know how much Roger was paid in 2005, but it will be more than $5 million (plus another $3 million long term incentive payment and a higher short term bonus, it would seem.) The final sum could be well over $9 million. Besides the $2.5 million, he’ll be entitled to a short term bonus of 130% of his base salary, or $3.25 million, then there will be a long term incentive payment of a “maximum” in any one year of $3 million. How much is enough?
Instead of copping the options deal agreed to at the annual meeting last year, the Woolworths board has unilaterally decided that Corbett won’t be getting the two million “very much in the money” options agreed to at that meeting. These are exercisable at $12.94. Woolies shares closed at $16.38 yesterday so those options were worth well over $6 million on a gross basis and around $3.5 million after tax. Wasn’t that enough and what’s the explanation?
The board said that Corbett’s last LTIP award was in 2000 and covered the period up to 2003. “The board reviewed the achievements by the CEO against the LTIP criteria in relation to the period to June 30 2005 and decided to give Roger the maximum amount of $3 million for the first period of the new LTIP.” That was for the year to June 2004. He could get another $3 million for the year to June this year and a $3 million for the year to 2006!
And to make sure Corbett doesn’t work anywhere else for five years from September next year, he will be paid $600,000 a year by Woolworths as a consultant, which is now getting close to obscene. That’s another $3 million. However, it should be remembered that Woolworths were bitten when Corbett’s predecessor Reg Clairs went off to join the David Jones board and Strong’s predecessor as chairman, John Dahlsen, joined the board of The Warehouse Group after losing a power struggle with Corbett in 2001.
No other major corporate has recently faced their immediate past CEO and chairman joining competitors and the company is clearly determined it won’t happen again, even if it means Corbett will be looking over the shoulder of his successor. If Corbett is so good, why not just get rid of the pretence and make him chairman until 2011?
And it’s not that Corbett isn’t already very wealthy. In fact, the man is a multi-millionaire from his successful time at Woolies. He has 3.341 million shares that will earn him gross (and full franked) dividend income of $1.7 million this year. So taking into account that his salary and dividends could total close to $10 million for 2005 (plus another $3 million for 2004) and well over $10 million for 2006. He will get $3 million on leaving and another $3 million over five years plus another $8-$10 million in dividend income over the same period of time.
Starting from 2005 Corbett could be paid upwards of $40 million over seven years, depending on dividends and the performance of Woolworths. These are gross figures, tax has to be paid. But add in the 3.3 million shares worth well over $54 million at yesterday’s close of $16.38 and we could be looking at someone who has grossed around $100 million from just being an employee at Woolies, admittedly one who rose to the top and helped drive a fundamental change in one of the country’s major retailers, with considerable shareholder benefits.
Obscene is the only way to describe it because it now looks like Corbett could yet join the prestigious Crikey Revised Wealth (CRW) list.
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