Harman International Shareholders Not Happy With Executive Payout
On February 1th 2017, Harman International Industries held a special meeting for shareholders to vote on the merger with Samsung Electronics. Shareholders approved the deal with 95.7% of votes cast in favor of the transaction.
The second proposal, approving (on an advisory, non-binding basis) the compensation payable to named executive officers (NEO’s) was not so successful, only receiving 28.5% approval. For all M&A deals announced in 2016, only Johnson Controls received a lower compensation approval vote with 21.87%.
Shareholders
of Harman will receive $112 for each share held. This is a 30.2%, 37.2% and 35.9% premium to
the 5, 30 and 90-day closing stock price, respectively. So, not a bad take home payout for
shareholders. The animosity comes from
each NEO receiving a portion of their cash compensation as a single trigger
(when the merger closes). Dinesh
Paliwal, Harman’s Chairman, President and CEO will also receive $6.7 mil in
Pension payments, $283,000 in Perks and a Gross-Up payment of nearly $29,000.
When the calculations are finished, 62.8% of compensation received by the Harman NEO’s will be upon consummation of the merger. The shareholder disapproval, as it is non-binding, will merely be an afterthought to executives.
Harman International Industries Inc
|
|||||||
NEO
|
Title
|
Cash
|
Equity
|
Pension
|
Perquisites
|
Gross-Up
|
Total
|
Dinesh Paliwal
|
Chair, Pres and CEO
|
$15,911,000
|
$27,643,613
|
$6,749,782
|
$283,000
|
$28,766
|
$50,616,161
|
Sandra Rowland
|
EVP and CFO
|
$3,264,041
|
$7,020,272
|
$0
|
$73,000
|
$0
|
$10,357,313
|
Phillip Eyler
|
EVP
|
$2,588,000
|
$4,731,908
|
$0
|
$73,000
|
$0
|
$7,392,908
|
Michael Mauser
|
EVP
|
$2,251,000
|
$6,164,049
|
$0
|
$50,000
|
$0
|
$8,465,049
|
David Slump
|
EVP
|
$2,001,000
|
$3,848,504
|
$0
|
$73,000
|
$0
|
$5,922,504
|
No comments:
Post a Comment