Here Are The Details Of That Coca-Cola Executive Compensation Plan That Warren Buffet Is Having Killed
Because publicly, it seemed that Buffett wasn't going to do anything about the executive compensation plan that had some Coca-Cola shareholders fuming. His firm Berkshire Hathaway is the largest stockholder in Coca-Cola but when it came time to a vote, Berkshire abstained.
So did a lot of people. The plan passed with 83% of the vote in favor, but less than half the shareholders voted.
Now we know that behind the scenes and over the course of a few meetings, Buffett was working to make it clear to Coca-Cola's executives that he didn't like the plan. The WSJ reports that Coca-Cola will likely revise the massive executive compensation plan it presented to shareholders this week.
So what didn't Buffett like about it? Because he was so private about his distaste, it's hard to know exactly what he quibbled with. He told outlets like CNBC and WSJ that Coca-Cola execs knew he didn't like the plan right after the vote, but he didn't go into detail about why.
What we do know is that the plan included long term equity awards, 60% in options that can be exercised for a price at a given date, and 40% in performance-share units. That's probably not something Buffett would do at Berkshire.
In 1997 he wrote in a letter:
"We shun 'lottery ticket' arrangements, such as options on Berkshire shares, whose ultimate value -- which could range from zero to huge -- is totally out of the control of the person whose behavior we would like to affect... A system that produces quixotic payoffs will not only be wasteful for owners but may actually discourage the focused behavior we value in managers."
So there's that. Another way to figure out what bothered Buffett is to look at why more outspoken shareholders had a problem. Chief among them is David Winters, chief executive at Wintergreen Advisers LLC. The firm owns 2.5 million Coca-Cola shares.
"...Wintergreen Advisers believes this plan to be an unnecessarily large transfer of wealth from Coca-Cola's shareholders to members of the Company's management team," Winters wrote in a letter to Coca-Cola's board... We can find no reasonable basis for gifting management 14.2% of the share capital of Coca-Cola, worth $24 billion at today's share price."
Winters also put out nine points for Coca-Cola shareholders to consider before the vote that lays his views out quite succinctly.
1. Coca-Cola's proposed plan, unlike previous plans, allows an individual to receive more than 5% of the awards available under the plan.3
2. The proposed plan permits the Compensation Committee to award "bonus shares" that are "not subject to any restrictions or conditions.4
3. The proposed plan includes 27 criteria that can potentially be used by the board to justify equity awards, many of which are not subject to any disclosed standard of success.5 In recent measurement periods, the hurdle rate that must be met to receive shares and options has been lowered. While the hurdle rate has been raised for the current measurement period, it is below what was required in previous periods.6
4. The proposed plan allows Coca-Cola's Compensation Committee to "exclude" and "adjust" certain items from the evaluation of management performance.7 In football terms, this allows the Compensation Committee to move the goal posts closer once the ball is in the air.
5. The proposed plan, when combined with previous plans, could dilute shareholders by up to 16.6%.8
6. The proposed plan, as envisioned by Coca-Cola, will result in the issuance of up to 340,000,000 shares and
options.9 This represents a 21% increase in potential awards compared to the previous plan.10
7. The proposed plan allows the Compensation Committee to issue these 340,000,000 shares and options
over four years.11 This time period is more than 33% shorter than the time period under the 2008 plan.12
8. The proposed plan may require Coca-Cola to spend even more on share repurchases than the $1.3 billion it spent in 2013 in order to offset dilution.13 These 2013 buybacks comprised 27% of Coca-Cola's "robust share repurchase program,"14 a figure that could rise under the proposed plan and divert a significant portion of the company's cash flow away from more productive and profitable uses.
9. Coca-Cola's compensation policies get a low rating from a leading proxy advisory firm. Institutional Shareholder Services (ISS) gives Coca-Cola's compensation policy a score of 8, near the bottom of the ISS scale.
Buffett said Winters was right about the fact that the plan is excessive but that Winters got his numbers wrong.
How wrong, though?