Toronto, May 2, 2023 — Consumers protested the outsized pay increase awarded Loblaw Companies’ Principal Executive Galen Weston earlier this year, but shareholders should also be concerned by the move, says leading Canadian shareholder organization SHARE, which is recommending shareholders vote NO on Item 3 – Advisory resolution on approach to executive compensation at the company’s upcoming annual meeting.
“We believe the increase in target compensation for Loblaw Companies’ Principal Executive Officer – in this case, also its controlling shareholder – is questionable from a governance perspective, creates reputational risk and raises concerns about the company’s approach to executive compensation,” said Anthony Schein, Director of Shareholder Advocacy at SHARE.
“We call this a ‘say on pay’ vote for a reason: investors should speak with their votes and say ‘no’ to escalating executive pay.”
Loblaw Companies increased total compensation for its Principal Executive Officer (PEO) and largest shareholder, Galen Weston, by 55% in 2022, bringing his total annual compensation to 340 times that of a front-line grocery worker, 193 times the average annual pay and 222 times the median annual pay of workers in Canada. Revenues increased just over 6% that year; net earnings increased just under 1%.
“We take a closer look at executive compensation plans for Canadian companies when the top-earning executive earns more than 150 times the average yearly income, as we believe it’s not best interests of any company for this gap to grow so large as to affect the company’s morale or to damage its reputation,” explained Schein.
“Loblaw did not make a strong case for why this increase was necessary, and ended up making the company the target of public anger.”
The news of Weston’s compensation increase landed when Canadian consumers were facing surging inflation, led by grocery price increases. Weston’s pay increase put his compensation well ahead of his counterparts at the company’s two largest competitors: he received 35% more total compensation than Michael Medline, CEO of Empire Company Ltd. ($8.7 million), and more than twice that of Metro Inc. CEO Eric La Fleche ($5.4 million). However, by benchmarking against non-retail and U.S.-based companies, the Loblaw Governance Committee made the case that Weston was underpaid relative to the company’s performance.
Loblaw Companies used inflation-sensitive metrics to evaluate company performance for both long-term and short-term incentive payment awards, giving credence to public concerns that executives may be incentivized to inflate prices. Moreover, these metrics were based on non-GAAP measures not clearly explained or justified in the company’s meeting materials, an approach to executive compensation affirmed by compensation consultants who weren’t independent of the company.
Target long-term incentive pay (LTIP), designed to retain executive talent and align executive and shareholder interests, jumped from 500% to 560% of the PEO’s base salary. However, Weston announced his resignation on April 18, 2023, and a search for his replacement has reportedly been underway since at least August 2022, raising the question of why the company increased target pay for an executive it was not planning to retain. If the compensation package was designed for Weston’s successor – an untested player – this was not disclosed to shareholders. For more detail, please see SHARE’s Proxy Alert.
We urge fellow shareholders to vote AGAINST Item 3 – Advisory resolution on approach to executive compensation.
For more information, contact Anthony Schein at firstname.lastname@example.org
Featured image c/o Ken Lund