Expensive jet trips, luxury artwork, a New York City apartment. Voce Capital Management in March accused the chief executive of Argo Group International of misusing corporate capital to finance his lavish lifestyle at the expense of shareholders (an allegation the Bermuda-based insurer staunchly denied).
Voce’s remuneration concerns coupled with a plan to improve Argo’s average return on equity (ROE), led the activist to believe it had a chance at winning a proxy contest for five seats. “There’s no more vivid illustration of the potential for conflicts of interest between corporate managers and shareholder owners than compensation generally and executive perquisites in particular,” Voce wrote in its first open letter of the campaign.
Yet the campaign did not go as the activist had planned and Voce was forced to withdraw its proposals after two state insurance regulators revoked their approvals. Regardless, shareholders still expressed discontent; 49.5% of investors voted against Argo’s compensation scheme at the annual meeting in May.
“A lot of investors consider compensation practices to be a window into the board,” Carol Bowie, a senior adviser at Teneo, told Activist Insight Online.
Even so, remuneration concerns are rare for a dedicated activist like Voce. In the 12 months ended June 30, only 4% of all public demands made by investors with a primary or partial focus on activism were related to remuneration, according to data from Activist Insight Online. In comparison, remuneration accounted for 10% of the demands of engagement-focused activists, which are typically large institutions and individuals that rally to promote good corporate governance.
One reason for the discrepancy could be that dedicated activists are typically more focused on economic arguments rather than governance concerns. More than 22% of all demands made by dedicated activists in the 12 months ended June 30 were M&A-related; nearly 17% related to balance sheet activism (both made up just 3% of the demands advanced by engagement-focused activists).
Indeed, Mantle Ridge landed railway company CSX in a quandary in 2017 when it sought to appoint Hunter Harrison as chief executive with a whopping $84 million signing bonus to cover the benefits and equity he lost when he resigned as CEO of Canadian Pacific Railway. CSX argued the payment was Mantle Ridge’s responsibility, though it eventually paid up, after seeking and receiving shareholder approval. Harrison subsequently died in office.
“They are so focused on the economic aspects and economic arguments of the company that they don’t tend to focus on executive compensation and governance issues,” Alexandra Higgins, a managing director at proxy solicitor Okapi Partners, said of the big-name activists.
“They’re not used to looking for it. They’re not used to focusing on it. They believe their economic arguments are enough, and oftentimes they are,” she added.
Dedicated activists have slowly begun to advance more compensation-related demands over the years. According to Activist Insight Online, dedicated activists put forward 24 remuneration demands in the 12 months ended June 30, up from 20 the year before and a greater number than in each of the five years prior.
“It’s a great hook for the activist because some other governance issues are harder stories to tell,” Karla Bos, director of governance consulting and rewards solutions at Aon, told Activist Insight Online.
Last month, U.K.-based Crystal Amber expressed frustration with the “shameful” amount of money passport maker De La Rue paid its outgoing chairman and chief executive. In April, Altai Capital Management criticized Amber Road’s pay package, saying it incentivized management to reject a sale (the company later ended its fight with Altai by agreeing to a transaction with E2open).
However, an activist must understand the nuances surrounding compensation and present the firm with a solid strategy if seeking change. Moreover, activists will oftentimes present companies with a plan beyond the compensation scheme, just as Voce did regarding Argo’s ROE.
“Compensation is a tough subject for all investors to tackle,” Eileen Cohen, a senior counselor at Abernathy MacGregor, added. “A failed say on pay vote outcome may signal an ongoing issue with the management of the company or its board oversight but by itself, compensation is not a target issue for a campaign.”
Cohen suggested that most activists aren’t interested in changing the pay structure of a chief executive but are instead interested in changing the leadership of a company. Indeed, the most popular demand advanced by dedicated activists, unsurprisingly, was board-related, making up 41% of all proposals in the 12 months ended June 30, Activist Insight Online data shows.
Some activists will quietly implement changes to executive compensation once they are on the board – not necessarily by making it less generous but by tinkering with incentives. The same activists are careful to avoid the impression that they are encouraging greed, however. At Valeant Pharmaceuticals International, the pay of CEO Michael Pearson came to be seen as incentivizing overly risky behavior when the company struggled to keep up with a binge on debt-fueled acquisitions.
“Investors want ‘alignment.’ Tie compensation to success of the strategy as measured by the appropriate metrics,” Cohen said. “Investors prefer that for the CEO, the major portion of compensation is considered long term where the vesting and measurement period considers a time frame which can demonstrate success.”