Putting Marissa Mayer’s $55 Million Potential Exit Pay Into Context

 

It’s the time of year for wailing over excessive CEO pay, and sometimes it is entirely justified.

Our topic this morning is how much CEOs are worth, which is in the news and will be more so as proxy season progresses. Most noted was Friday’s SEC filing by Yahoo yhoo reporting that CEO Marissa Mayer would get a $55 million package if she is ousted as a result of Yahoo’s operating businesses being bought in the coming year. That golden parachute, combined with her reported pay packages of $14 million last year and $42 million the year before, struck many people as a bit much considering that she was brought in to turn Yahoo around and hasn’t done it.

We have to dig deeper to find an entirely different example. Weekend box office data show that Walt Disney’s The Jungle Book was the No. 1 movie in America for a third consecutive week; total worldwide box office is a staggering $685 million so far. That means Disney dis has two mammoth hits this year, and it’s only May 3; the other is Zootopia, released two months ago, with $933 million worldwide so far. We know Jungle Book won’t dominate again next weekend because it and all other movies in North America will be overwhelmed by Captain America: Civil War, which many analysts think may be the top movie of 2016. And who made that one? Disney again.

If you don’t recall howls of outrage when Disney reported that CEO Bob Iger’s 2015 pay package was worth $43.5 million, you can understand why. The board has signed him to a contract until 2018, when he’ll be 67, and some Wall Street analysts think the board may ask him to stay longer. He’s getting paid a ton, but it isn’t a lot if he’s worth it.Which brings us to another high-profile pay package of the moment, that of Expedia expe CEO Dara Khosrowshahi. At a valuation of $94.6 million, it makes him the highest paid CEO in the S&P 500 among companies that have reported. Except – is that what he really got paid? The headlines all say so. But it isn’t true. To see why, do something that hardly anyone does, which is read the SEC filing that reports his compensation. We find that $90.8 million of that huge reported figure is in the form of stock options that he hasn’t actually received yet and may never receive. Even if he does receive them, he may not make a dime from them. Some of the options cannot be given to him before September 2020, and even then he would get them only if Expedia stock had risen by 81%. In that case those options would be worth $82.5 million to him on the day he got them – a lot of money, but shareholders would have gained $14 billion. If they gained only, say, $13 billion, he won’t get those options at all. Now maybe the board could have driven a harder bargain with Khosrowshahi, but this doesn’t seem like a bad deal for the shareholders.

Iger’s pay package also consisted mostly of stock-based awards that may pay a lot, or a little, or nothing at all over a period of years. This is almost always the case when you see huge pay numbers reported. What you rarely see reported are the details that make all the difference. It’s the time of year for wailing and gnashing of teeth over excessive CEO pay, and sometimes it is definitely justified. But before you launch into a rage over the latest editorial, you might consider visiting sec.gov, reading the actual numbers, and deciding for yourself.

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