Super bonus, private jet, stock distribution… When CEO pay is a concern


100 million euros: that’s an absolutely incredible “jackpot” that Michael O’Leary, the big boss of Ryanair, could win in a few months.

In this context, of course, the sensitive issue of remuneration remains. Especially in cases where the company is going through a difficult period and the shareholders go their own way. This is especially true for Boeing, whose share price has lost 50% in five years. His boss is thus in the crosshairs of a report published by the influential electoral consulting agency ISS (International Shareholder Services). She published a recommendation addressed to the company’s shareholders.

Private jet flights

While announcing that he will leave his post at the end of the year, Dave Calhoun indeed it causes unrest in his company. The Boeing CEO is expected to receive a nice $32.8 million (€30.4 million) in compensation for 2023 when he steps down. The information outraged proxy advisory agency ISS, which said it was asking the company’s shareholders to vote against the deal. reward, given that “it has already increased considerably over the last three years”.

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According to Forbes FranceISS points to other aspects such as a second plan of action that would allow Dave Calhoun “inflate your package”or even the daily spending on private jet flights, which is considered excessive and reaches more than $500,000 in 2023. This amount would be much higher than the previous year (+45%), despite the problems the company has faced in recent months, notes Les Echos. Let’s recall the recent incidents of Boeing aircraft that we have encountered in recent months, the suicide of a whistleblower or the opening of an investigation after the publication of a letter from a Boeing engineer about design defects of the aircraft. Shareholders will decide on May 17 at Boeing’s general meeting.

The Solvay case

The remuneration of other big bosses has caused some concern and heated debate among shareholders in recent weeks. This was especially the case Carlos Tavaresthe head of Stellantis (Peugeot, Citroën, Fiat, Opel, etc.), whose remuneration could reach 36.5 million euros for the financial year 2023. On April 16, shareholders finally confirmed in Amsterdam 70% of the votes for this remuneration, despite the American agency Glass Lewis recommending a vote against and expressed “serious reservations”.

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We live in a market economy and there are certain slippages. These are particularly poorly received when they are associated with poor company performance.”

In the mass distribution sector, the Carrefour general meeting will take place on May 26: it will be about the remuneration of its boss. Alexandre Bompard which should have received 4.5 million euros for the past year. In May 2023, the group’s shareholders had already approved only 60.69% of the amount of his remuneration. And next September, during Ryanair’s AGM, there will also be much talk of a €100m ‘jackpot’ that could be hit Michael O’Learyan amount which, however, will depend on the development of the Irish low-cost airline’s share price.

Stop the demagoguery of ugly bosses

But even in the face of controversy, pure and simple rejection of CEO compensation by shareholders remains an exceptional event. That’s what happened in May 2023, when shareholders at food and hygiene products giant Unilever said “no” to nearly 60% of the executive compensation plan. But it’s the exception that proves the rule. We saw it again at the Belgian level, last December, when a super premium of 12 million euros from Ilham Kadri, which added to the already solid remuneration, was ultimately approved by just over 66% of shareholders when Solvay was split into two separate entities. However, this super bonus has hit the headlines, with some seeing the amount as unreasonable. Among our colleagues at EveningÉtienne de Callataÿ, co-founder of wealth management company Orcadia Asset Management, even spoke about “crony capitalism”.

Split, 12 million bonus…: how did the Solvay general meeting decide? “We understand the emotions, but we showed pragmatism”

“Long Term Policy”

Should we conclude from this that it is often much ado about nothing? “We are in a market economy, and there are certain slippages that are particularly poorly received when they are associated with poor company performance.”, explains Bernard Thuysbaert, CEO of Deminor NXT. And to continue: “In this sensitive issue of remuneration, the members of the board of directors or the supervisory board are primarily responsible, who decide to include an item related to remuneration on the agenda of the general meeting and who therefore determine the contours and amount of the remuneration. It is to ensure that a coherent remuneration policy between fixed and variable remuneration and the company’s financial as well as non-financial performance is in place in the long term Today, we focus too much on the short term, on the results of the next quarter, while pension fund managers who manage the savings of future retirees have a vision for several decades, then there is the responsibility of controlling and institutional shareholders, which depends mainly on their ability to mobilize when voting.

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In Europe, these controlling shareholders often know in advance that they have 30 or 40% of the capital in their hands, that the vote will go in their favor, even in the face of opposition from most institutional investors.”

According to Bernard Thuysbaert, when defining the contours of this remuneration policy, companies should therefore base themselves on a several-year dashboard that would compare the results of managerial activity and the legitimacy of his salary expectations. In addition, for our partner, there is a big difference between Anglo-Saxon capitalism, where management has more power and where capital is very dispersed, and large European companies, where capital is often locked up by family or control.

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“In Europe, these controlling shareholders often know in advance, when they have 30 or 40% of the capital in their hands, that the vote will go in their favor, even in the face of opposition from the majority of institutional investors. Especially at points where decisions are taken by simple majority See , what happened at Solvay: at the time of the Kadri super bonus vote, family shareholders practically represented more than 30.8% of their holdings in the company, and 66.5% voted for this exceptional bonus, the controlling family shareholder was almost 67% affirmative votes, the majority of votes not related to the controlling family shareholder were against not attending the general meeting, and moreover, sometimes controlling shareholders have a double vote per share Solvay’s Board of Directors and family shareholders undoubtedly knew very well that the probability of this exceptional reward being rejected was very low.concludes.



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