This is normally proxy season for public companies when shareholders learn what governance issues the firms are looking at, other important disclosures and their pay for packages of executives.
The COVID-19 outbreak has slowed the proxies and other filings with the Securities and Exchange Commission while companies adjust to doing business in an economy that has changed overnight.
Several Minnesota businesses have still filed their proxies as normal. Among the most notable pay packages that have been disclosed are from SWEcolab, 3M and Tennant.
The largest pay package for a Minnesota CEO so far this season is the $33.9 million package for Ecolab's Doug Baker. His compensation included $17.4 million from option gains and $5.6 million from restricted stock that vested.
The largest pay package for a non-CEO is the $34.3 million for Inge Thulin, 3M's former executive chairman. Thulin was a career 3M man who was named CEO in February 2012. He retired as executive chairman on June 1, 2019. It was the largest realized pay package for Thulin's career, boosted by $26 million in gains from long-held stock options.
3M's current CEO, Michael Roman, realized $7 million. While Roman's compensation was $1.8 million more than the previous year, he earned a smaller annual cash incentive because 3M's financial performance was below annual incentive targets.
3M's stock which had a total return in 2019 of -4.3% has also underperformed the S&P 500 index over the last three years and last five years.
Chris Killingstad has been president and CEO Golden Valley-based Tennant Co. since 2005 and is among the longest tenured CEOs at a Minnesota public company. He realized $8 million in compensation for 2019, more than half, $4.1 million, from long-held stock options that vested, but also a larger $1.5 million annual cash incentive award as the company achieved 152% of its target.
Ameriprise CEO James Cracchiolo's pay package was worth $16.5 million in 2019, nearly the same as the previous year.
Ameriprise shareholders in the past two years have voted down the annual say on pay package for Cracchiolo. In response, the company has been making changes to the executive compensation program and increased its outreach to shareholders to discuss compensation. Last year, it contacted 53 of the largest shareholders representing 69% of outstanding shares.
The compensation committee has been making changes to the executive pay plan and hired a new compensation consultant last year. Cracchiolo's annual salary has remain unchanged since 2015, but the financial company has reduced his annual incentive target and the value of long-term incentives for a total reduction of 36% since 2017.
In its proxy, Ameriprise provides a supplemental total direct compensation table that includes salary, annual cash incentive award, and long-term incentive awards (but not the value of options granted or other categories used in the SEC's reporting format) to provide an annualized view of pay. Cracchiolo's total direct compensation for 2019 was $18.5 million, down 17% from the previous year.
Ameriprise's stock had a total return of 64% in 2019.
The Star Tribune's method for executive compensation counts long-term equity awards when they are exercised or vest and differs from the summary compensation table in proxy statements which counts the value of long-term equity awards when they are granted.
Last year was a great year for the stock market overall, with the S&P 500 index up over 30%. That allowed some executives to realize big gains from previously issued stock options — gains that fuel big pay packages.
With the market dropping this year, share prices may end up below the exercise price of long-held stock options, and the value of restricted shares greatly depressed. The value of 2020 pay packages to be revealed next spring may be very different.
Patrick Kennedy • 612-673-7926