Turnover of CEOs accelerated almost 16 percent between January 2013 and 2014—the highest level in four years, according to outplacement consulting firm Challenger, Gray & Christmas.
Shareholders believe that a side effect of this trend appears to be outsized golden parachutes designed to benefit CEOs—and other executives—who will likely experience a significant period of time in between roles. One could argue that shorter terms and longer periods in between positions is a symptom of a larger challenge in board leadership. CEOs need time and support to shape organizations into desired performance.
But with turnover now somewhere in the range of less than two years, executive compensation packages—specifically golden parachute provisions—seem to take into consideration the fact that CEOs may very well be spending more time planning their next step rather than leading companies forward.
For example, Office Depot, CEO Roland C. Smith may earn a $39.3 million payout in accelerated vesting of equity awards following the company’s potential 2015 merger with Staples. Smith held the reins for a total of 16 months—reinforcing what some see as a recent pattern of shorter executive tenures.
In this proxy season, shareholders engage with boards and executives recognizing the need to qualify the use of golden parachutes. They are asking boards to strike a reasonable balance between severance awards—the cost of these awards to shareholders.
New Attention To Golden Parachutes
Golden parachutes are not new to executives’ employment contracts.
The term “golden parachute” was coined in 1961 by Trans World Airlines, and golden parachutes themselves have been prevalent since the 1980s when shareholders became concerned CEOs were admiring the perks of leaving a company, and considering less how their departure would affect the company’s long-term value.
In the 1990s, Congress attempted halting golden parachutes by prohibiting large-sum payouts.
As well, it’s been years since the 2008 financial crisis caused public backlash to excesses in corporate governance, passing the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, and empowering shareholders to vote on executive pay.
Fast forward to this proxy season where shareholders argue that golden parachutes persist in benefiting CEOs beyond their intended purpose.
Louis Malizia, assistant director of the Teamsters Capital Strategies department at the International Brotherhood of Teamsters, said his initial assumption following the financial crisis was that golden parachutes would be stigmatized by the public before fading away.
“The short tenure of CEOs, boards under fire, income disparity and changing shareholder expectations created a high-risk, short-term focus among executives not much to the advantage of sustained performance,” he said. “We have seen this in companies held by our pension funds. So, we quickly realized after Dodd-Frank that this was not something companies were likely to move away from.”
According to Amalgamated Bank’s Director of Corporate Governance, Scott Zdrazil, “Investors have been concerned by outsized golden parachute windfalls for at least 10 years.”
Zdrazil said in the past companies often afforded contractual provisions to an executive granting ten times annual salary and bonus. But IRC Code 280g, the “golden parachute payment rules,” as well as “attention investors have given golden parachutes,” have trimmed the multiple down from ten times, he said.
This multiple has been whittled down now to two or three times salary and bonus.