$78.6 million; more if the stock rises
above $22.17 during the merger process.
Schering-Plough holds its Annual Meeting later than most calendar-year-end-based public pharmaceutical companies. That, in turn, allows it to file its proxy statment later than most -- typically at the end of the third week of April, for a third week of May meeting date.
Why does Schering wait?
One possibility is that it keeps Fred Hassan's pay out of those Fortune and Forbes "100 Highest Paid CEOs" tables -- because his data is "not yet available". Another theory holds that, in this way, the Compensation Committee may now grant him, and the EMT, even more additional compensation -- typically in the first few days of May, which means that compensation is not in the tables disclosing pay in this year's proxy -- and is "very old news" -- by the time it is added into the compensation tables for the following year. [If the reverse merger goes through, there will be no "next year's proxy" -- for Schering-Plough, stand-alone. And there will be no proxy-disclosure of Hassan's compensation for 2009 then, as he has promised to be gone, by then.]
So, will the Compensation Committee really "load the EMT's boat" in May, this year -- given that it is unlikely to appear in at least Hassan's Executive Compensation Table, next year -- as he is very-likely to be gone by then? I challenge all readers to watch for it. I'll report it here, in any event.If CEO Hassan's team holds true to form, the proxy will file tonight, after-hours, at the SEC. In it, we will see just how much more Hans Becherer, and the Board, paid CEO Hassan -- and the top five of the EMT -- for 2008 "performance". [Note also that the Board granted most of the members of the EMT additional phantom deferred stock units on February 27, 2009 -- while the team was negotiating to bust-up, and sell-off the company -- to Merck. Was that a conflicted-interest-to-their-fiduciary duties? I dunno.]
A "say on pay" survey was promised -- but withdrawn, by CEO Hassan (he felt the merger made it less meaningful -- right!). Yesterday, an advisory "say on pay" proposal passed at Pfizer, but failed (albeit narrowly) at Johnson & Johnson. I now peg CEO Hassan's pay-day for the merger at close to $78 million. Do you want a say on that? Sure you do.
I'll post an update here, when we know what Hassan made in 2008-2009.
4 comments:
maybe he really earned the money.
Given that he convinced Merck to (probably) overpay for S/P?
Maybe he's a better salesman than we give him credit for?
Honestly. That, dear friend, is a real stretch. Certainly executives are worth more dollars than their reports. It seems reasonable that in being given this kind of remuneration, the company makes, not loses, strides according to share price, value earned for the company and its shareholders, etc. Surely you jest.
Mostly, yes.
Though with the problems with Vytorin, 2nd rate Hep C product compared to Vertex, issues with the the Organon pipeline...I just wonder if S/P isn't going to be a stone around Merck's neck.
Good dialogue here folks -- thanks!
I've added more fodder, above, as a new post, on the "say on pay" topic -- this time including Schering-Plough's most recent SEC correspondence on the matter.
In fact, Brian Orelli called the merger deal "A Match Made in Purgatory", this week -- and Jim Edwards referred to it (with JNJ's Remicade) as a "Desperate Love Triangle". Wow.
Namaste, and do stop back.
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