With Equifax shares having plunged by a third since the company announced a historic corporate cyber-breach, which released the personal records of over 143 million Americans to still unknown hackers, losing some $5 billion in market cap, today the company's CEO was the latest rat to leave the sinking ship, a move which failed to prompt a jump in the stock and was widely panned by the analyst community as indicative of further troubles ahead.
And while the surprising "retirement" of CEO Richard Smith was briadly perceived as controversial, public anger is only set to grow when the general public realizes that the disgraced former Chairman and Chief Executive may be due a parting bonus of no less than $7.6 million, and potentially far more, payable early next year, as part of the company's long-term incentive plan that was supposed to align executives with shareholders.
While Equifax previously said Smith would not receive any annual bonus specifically for 2017, Bloomberg's Steven Gandel calculates that he is in line to receive a 73,392-share bonus early next year as part of the long-term incentive plan the company put in place back in 2008.
That's on top of the $52 million he will walk away with in stock and other retirement benefits that he accrued as part of his nearly 12-year run as CEO. That doesn't even include the nearly $13 million he received in salary and cash bonuses for the past three years alone. He also may be entitled to lifetime health insurance and $60,000 worth of financial planning and tax advice.
What is even more surprising, is that Equifax's very limited clawback policy "which the company has called rigorous," applies only to financial restatements. That means Smith will have to return almost none of this tens of millions of dollars of pay, even if the company eventually finds that the hack has was his fault.
It gets better: Smith is in line to receive as much as another $11 million stock bonus at the end of next year, or a grand total over $18 million.
While the populist outrage will be acute, it will also likely be brief and last until the next, even more egregious, instance of unpunished, if very well compensated, corporate negligence. As Gandel summarizes the CEO's quiet departure, "Smith's exit pay, and particularly the looming bonus payments, follows an unfortunately well-worn pattern: Something egregious happens at a company. Someone has to take the inevitable hit, normally the CEO, who then walks into the sunset with millions of dollars."
It doesn't have to be that way...
Last year, Wells Fargo, under extreme pressure, eventually decided to claw back as much as $136 million from its former CEO John Stumpf and former executive Carrie Tolstedt, who ran the division at the center of that bank's fake accounts scandal. The bank was originally planning to pay both executives in full. But that is one of the handful of cases in which companies have instituted a clawback.
... but it most likely will be due to several key footnotes in Smith's departure, chief being that it is a "retirement" which means that all else equal, Smith's multimillion-dollar long-term stock bonus payments are safe. And while the company said that is could reclassify his exit as a "termination with cause" - if the board finds that Smith was at fault - that rarely happens according to Gandel, who notes that with Smith already out, it seems unlikely the board would go back and revisit his exit. As we noted this morning, the two other executives who also left the company - both of whom were in charge of security (and one was a music major) were also allowed to retire.
Furthermore, and this goes to CEO incentives to keep issuing debt and buying back company stock boosting the share price in the process, oblivious if this means the company will be saddled with unrepayable debt and potentially resulting in insolvency, the Equifax long-term compensation plan is based entirely on the company's stock performance for the past three years compared with the S&P 500.
What's more, the plan included a calculation that was supposed to protect the executives against any sudden drops in the company's stock at the end of the three-year period. That is in part why Smith is still eligible for such a big payout, despite Equifax's recent stock plunge. Before the hack, the company's shares were up nearly 75 percent in the previous two and a half years.
Finally, there is Equifax's clawback plan, or rather lack thereof. Gandel writes that Equifax will only seek to claw back past pay from executives in instances in which the company is forced to make a material restatement of its past results. If, however, they do something that destroys the company's reputation, subjects it to investigations and likely impacts the company's prospects for years to come - like in this case - their past pay, the many millions of it, is in the clear.
In short, congratulations to Richard...
... who played the game of crony capitalism to perfection, and gets his parting present. 143 million other Americans may not be so lucky.