Earlier today we suggested [3]that while paying 67x for the BG Group is an exercise in sheer desperation and will cost Shell's shareholders dearly, one group stood to profit handsomely: the bankers who were handed the deal on a silver platter, and who stand to make hundreds of millions in M&A fees without even loading up a merger model: the deal was predetermined from the moment the CEO of Shell called his counterpart at BG [3].
It turns out we were wrong, and there is one person who stand to reap even more massive benefits than the banks who are just there for window dressing. That person is BG Group's CEO Helge Lund who, according to Bloomberg calculations [4], stands to pocket as much as $43 million less than two months after joining the company on February 9 from Norway's Statoil.
[5]
According to Bloomberg [4], Lund, is entitled to liquidated damages equal to a year’s gross salary and 30 percent of base pay, the Reading, England-based company’s annual report showed. That could bring his total compensation, including long-term incentive share awards, to as much as 28.8 million pounds ($43 million) by the time the Shell takeover is completed early next year.
It's no surprise then that Lund, who knows his compensation math better than anyone, couldn't wait to tell the Shell CEO on the phone [3]that he'll take the $70 billion offer without hesitation.
The breakdown:
Lund has a base salary of 1.5 million pounds, to which a 30 percent cash payment is added in lieu of a pension, the company said in a Dec. 1 statement. In addition, he can earn as much as twice his salary in short-term annual cash incentives, or 3 million pounds a year.
Lund received an initial long-term incentive-plan grant on March 9 of about 4.6 million pounds, BG said in its annual report. His annual LTIP grant, which has a face value of as much as 9 million pounds, is expected to reach 4 million pounds in 2015, BG said in the Dec. 1 statement.
In addition, Lund received grants with a face value of about 750,000 pounds on March 9 to compensate for bonuses and share awards foregone when he left Statoil, as well as a one-time relocation allowance of 480,000 pounds.
It costs $720,000 to relocate from Stavanger to London? Leaving that aside, it could have been even more grotesque because Lund rushed into the CEO role three weeks earlier than planned. Had the original timetable been kept, he would have still made $43 million but for just one month's worth of work, not even two!
And the cherry on top is that BG’s initial remuneration offer in October, which would potentially have made Lund Europe’s best-paid oil-industry executive, "was watered down two months later after a shareholder rebellion."
So "watered down" these days means getting only $43 million because some other guy was so desperate he had to mask his own foundering profitability by embarking on an acquisition spree? Let's just agree that someone used the term loosely.
Another way of looking at it is that the platinum parachute is merely the compensatory cheery on top for Lund’s 10 year career at Norway-owned Statoil, where he made far less money.
“The shares Helge has been granted are subject to the performance of BG up to the point of completion of this transaction,” BG spokeswoman Yulia Caris said in an e-mail, referring to Shell’s acquisition of the company. “We have a very clear and rigorous policy, and under that policy this issue will not get assessed until completion. Until that point, we do not know what the amount will be.”
What was left unsaid is that BG's "performance" until the point of completion will be dependent entirely not on the company's actual operating results but whether the ZIRP and/or NIRP environment created by the central banks persists, and whether the bondholders who will end up funding the bulk of the deal are perfectly happy to collect a 3% or so yield in exchange for allowing people like Lund to walk away with tens of millions for doing nothing at all.
"The transaction will take time to complete, during which my team and I will remain committed to BG and our shareholders, and to safely delivering our 2015 business plan," Lund said in a statement.
At that point Lund will will walk out the front door, his bank account having grown by $43 million.
And some dare say there is no wage inflation.
