Wesfarmers' board gets it all wrong
Wesfarmers' board gets it all wrong
Economics used to be known as the dismal science. But that description could hardly be applied to the authors of scintillating books such as Freakonomics (Steven D Levitt) and The Logic of Life (Tim Harford). This new breed of economist focuses its attention on practical questions viewed through the prism that, as Levitt puts it, ‘incentives are the cornerstone of modern life’. And they both make a compelling case, explaining fascinating conundrums by examining the underlying incentives.
Charlie Munger, Warren Buffett’s business partner, puts it this way: ‘I think I’ve been in the top 5% of my age cohort all my life in understanding the power of incentives, and all my life I’ve underestimated it.’
At The Intelligent Investor, we’re convinced: incentives matter. A lot. That’s why I’m always interested in the compensation schemes managing directors are able to negotiate for themselves. And I took a particular interest in the incentive scheme recently announced by Wesfarmers for its MD, Richard Goyder.
All too often, executives get large ‘golden handshakes' for arriving, and even larger 'golden parachutes' for leaving, well it appears that Goyder is being offered a generous 'golden armchair’ just to stick around. The new remuneration arrangements apparently reflect ‘the increased responsibilities the Coles Group acquisition has brought to the role’ (hmmm … did somebody force him to make that deal?) and follows ‘an independent review of his remuneration’ (which I’d have thought was one of the key things shareholders pay the board to do). But it’s the details shareholders need to worry about.
The sheer quantum of the numbers is striking: a base salary of $3.15m; the same amount again if he meets his short-term (less than a year) performance targets; 100,000 shares if ‘long-term’ return on equity (ROE) targets are met; and another 100,000 shares for each percentage point that the ROE exceeds the undisclosed target. The performance shares won’t be allocated for at least three years, and only then if ROE is ‘sustained’ above the relevant level (‘sustained’ meaning for a period of two years, at least for the additional percentage point bonuses; it’s not clearly spelt out for the first 100,000 shares).
At the current share price of $29, each percentage point he adds to the ROE would mean an extra $2.9m to Goyder’s hip pocket. By way of comparison, former managing director and careful steward or shareholders’ capital Michael Chaney’s salary was $2m a year. Chaney’s short-term performance bonus was a maximum of $500,000 and, when the business’s outstanding performance meant the payments due to him under the long-term incentive plan had ‘risen to levels beyond those originally envisaged for excellent performance’, he voluntarily capped his bonus at $2m a year.
Chaney’s behaviour is to be commended. But, in the scheme of things, a few tens of millions of dollars paid to the managing director won’t make a huge difference to Wesfarmers’ $19bn market capitalisation. My concern lies with the more insidious incentives this scheme puts in place for Goyder.
Boosting return on equity, in the short to medium term, is not difficult. Especially if you have a bunch of high quality assets like those on Wesfarmers’ books. Ask any investment banker and they’ll tell you the secret: borrow. Borrow all you can. If the returns provided by the assets are above the cost of debt, your return on equity will skyrocket. The highly leveraged acquisition of Coles shows Goyder knows this trick all too well.
Of course there’s a degree of risk involved. But, from Goyder’s point of view, it’s a good bet that it will take a few years before any risks rear their ugly head. Even if he struck out with an early disaster, his base salary is hardly chicken feed (and he’d have a lovely golden parachute to escape with).
Why boards don’t lock the remuneration up for longer is beyond me. If they do need to offer such potentially lucrative rewards (I’m sure Goyder would do it for half as much), at least tie him in. Make him hang on to his shares for 10 years – the company confirmed today that he can sell them the day he gets them – and he might think differently about the risks he’s taking on.
I have no reason to believe Richard Goyder is a bad person or that he’d intentionally destroy shareholder value. But most of the world’s current financial problems can be traced back to intelligent, confident, driven people, incentivised to maximise their own wealth without regard to risk. This Wesfarmers plan sounds far too similar.
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Steve, it seems easy to make bold judgements in the current environment but I wish to know where The Intelligent Investor's critiques were on the salaries and bonuses of Alan Moss and his similarly incentivised colleagues in the recent past? Greg has repeteadly been prepared to make the most of his selecting MacBank for his family portfolio but the facts have been there for a long time that the big boys have been very gready at that institution. I expect that Charlie and Warren would have believed their packages to have been overly generous and not been as ready to gloat about their stock selecting skills/luck!
Hi David, I don't think you'll get any argument that the Mac bankers are paid too much, but the incentives are very different. Moss got paid a salary of $670,000 last year - about one fifth of the amount Goyder is on - the rest is performance based. They also retain a significant percentage of their bonuses for between 6 and 10 years and invest it in Macquarie shares. Current chief Nicholas Moore owns 1,197,411 shares ... or about $40m worth - that's a lot of skin in the game and a pretty strong incentive to think twice about the risks they're taking on.
There are plenty of carrots for CEOs - options, bonus targets and lord knows what else - but I don't see any sticks.
Anyone who has driven a donkey, knows that for optimum results, you need both a carrot AND a stick.
From a risk viewpoint, increasing CEO wealth actually encourages them to ignore dangers - they already have as much money as they could reasonably require for several lifetimes, so what does it matter if the company goes west?
I don't like greedy, short termist , over paid CEO's much.
However, they are probably a natural consequence of bull market feeding frenzies. New sticks or not, speculators fed the last bull market frenzy, and when the dust has settled after the crash, speculators will feed the next.
I agree fully with Steve. I have sold the bulk of my Wesfarmers above $38 primarily because it seemed too easy to take on the debt and then blame the world and want shareholders to plough more cash in. I have watched the same behaviour at RBS (Royal bank of Scotland) the ABN Amro deal was done against a backdrop of dissent from a number of investors. Imagine being told the rights issue solves everything and then finding your company has been trashed. Imagine if Coal prices had not been as high over the past year in Wesfarmers.
Steve, without wanting to be too picky, my reading of the MacBank remuneration report tells me that Moss got a salary of $670,000 last year as you point out. However his short term performance related rumeneration was 40 times his base salary at $27,223,678 and share based payment was $1,738,565. Moore's salary was $517,490, short term performance related rumeneration was $18,726,921 and share based payment was $4,351,854. They may have plenty of skin in the game but it appears to me that the short term performance benefits may encourage risk taking more than thinking twice. These are the allegations that you (correctly I believe) make about Goyders package.
Hi David, you're allowed to be picky - in fact, it's important. And I'm certainly not sticking up for the Mac Bankers, they get paid too much. My point is that a large percentage of Macquarie's short-term remuneration is retained for between 6 and ten years and invested in Macquarie shares. You are right that they shouldn't be rewarded obscenely for short-term performance, but at least the amount that ends up in their pockets is largely dependent on maintaining shareholder returns.
Steve
Thanks for your responses.
I understand that you are saying the senior team at MacBank retain a large (?majority) portion of their short term remuneration for between 6 and 10 years and invest it in Macquarie shares.
Their 2008 shareholder review states that all Executive Committee Members have 20% of their annual profit share retained for 10 years and have it notionally invested in a portfolio of Macquarie managed funds. All Executive Directors must hold 10% of their profit share over the past 5-10 years in Macquarie Group shares. To me 10% is hardly a large portion.
I do not have the details at the 6 year level but could dig them up probably and take up 6000 words reciting the fine detail but from the information I have it seems they can take plenty off the table pretty quickly.
I agree with your posting about Goyder's remuneration structure and appreciate that the MacBankers are somewhat exposed to the 3-10 year fortunes of Macquarie Group and its associated funds. It appears that they also have plenty to be gained right away from using piles of debt and potentially leaving their successors or shareholders to deal with the fallout. This is the point I hear you making against Goyder.
Anyway thanks again for your responses . I greatly value comparing my thinking and amateur analysis against the information put out by all those at TII.
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