Target

Annual meeting:              June 10, 2015

With pay of over $28 million Target’s new CEO Brian C. Cornell is the highest paid in the retail industry in 2015.  That doesn’t reflect his full year’s pay however: he has only worked for the company since August. The largest portion of his pay was $19.3 million in equity awards given, “to compensate Mr. Cornell for incentive awards from his former employer that he forfeited to join Target.” Called “make whole” grants, this practice is a boon for executives but not for shareholders. This is particularly the case shareholders who own stakes in both companies. Since Cornell has received three new hire packages at S&P 500 companies in the last seven years, most large funds are shareholders in each of these companies and have paid multiple times for his arrival and departure.

It was only three years ago that Pepsi excused Cornell’s high compensation of $12 million for a division head by noting that it “reflects one-time awards that partially replace amounts forfeited in connection with his departure from his former employer.”

At Pepsi Cornell received a $2.5 million cash sign-on bonus paid on his start date, a $2.5 million new hire RSU award vesting in three equal installments on the first three anniversaries of the date of grant, and a $3.0 million new hire PEPunit award designed to vest 50% on the second anniversary and 50% on the third anniversary of the date of grant. He also received nearly $200,000 in relocation expenses.

In 2009 Cornell received another new hire award at another S&P 500 company when he joined WalMart President and CEO of Sam’s Club, and his $14 million compensation package also received negative attention. It included $1,718,225 in relocation benefits provided for relocation to Bentonville, Arkansas, (where housing costs are presumably higher than I realized) including payments made to him to offset a loss incurred in the sale of another residence he owned.

Arranging such lucrative contracts may be costly for the executive entering negotiations. In one of the cases we know how much it cost because shareholders ultimately footed the bill for his personal attorney. The WalMart proxy filed in discloses that $28,219 for “legal costs incurred by Mr. Cornell in connection with his offer of employment,” were reimbursed by Walmart.

Finally we note that the award given at Target consists of restricted stock units that vested in March 2015 and performance-based restricted stock units that will vest in one third increments in March 2016, 2017 and 2018, respectively. If past practice is any indication, it seems quite possible that sometime toward the end of those three years Cornell will move on again, and once again shareholders will ultimately pick up the bill.