David Ossip and the other executives at Ceridian HCM, like at many companies whose businesses were disrupted by the coronavirus pandemic, did not meet financial targets for 2020.
Yet his compensation more than doubled to $108 million — the first time a Minnesota public company CEO made more than $100 million since 2008.
The reason? Stock options.
Annual compensation of the 50 highest-paid Minnesota public company CEOs increased more than 70% in 2020 to $647.2 million. More than half that compensation came from stock option gains made by 22 CEOs on the list.
Few of the CEOs on the list made less in 2020 than they did the year before. Even moves that at the time helped the company more than the CEO — for example, converting part of their salaries to stock to shore up cash during the uncertainty surrounding the coronavirus pandemic — ended up benefiting executives in the end, even though they could not have predicted it at the time.
"Many CEOs took a pay cut to 'share in the pain' of their employees. Part of it was symbolic and from a brand reputation standpoint, while another part of it was to conserve immediate cash," said Amit Batish, director of content at Equilar, a corporate leadership data firm. "Salary is just a small component of CEO compensation, so in the grander scheme of things, it was a minimal loss for the CEO, but large in comparison to the average employee's compensation."
Stock awards make up 55% to 60% of a typical public company CEOs overall compensation plan. Short-term cash incentive awards are usually the next biggest component and annual salary the smallest piece.
The idea is to have a good bit of a CEO's pay tied to the company's performance, here measured by share price.
The market gains were not a certainty in 2020. The coronavirus pandemic threw the markets into a downturn at the beginning of 2020, and the 11-year bull market ended in March.
Yet to many economists' surprise, the markets were setting records again by August.
Several CEOs like Ossip also got a smaller bump in pay through bonuses after boards of directors lowered financial goals because of the upheaval the pandemic inflicted on the economy.
Ceridian's board elected to give eligible executives bonuses based on 70% of the financial targets. Ossip's share was $560,000.
Ossip benefited the most from his stock options gains in a year when the Bloomington-based software company's stock had a total return of 57%. Ossip exercised more than 1.5 million shares for more than $100 million that were largely granted before Ceridian HCM's initial public offering in 2018, which at the time was the largest ever by a Minnesota company.
Not every company struggled during the pandemic. Target was deemed an essential retailer during the pandemic, and the moves it made to shore up its online operation and purchase of the Shipt delivery service paid off. It ended the year adding $15 million to the Minneapolis-based company's annual revenue. Its stock rose 67% for the fiscal year ended Jan. 31.
As a result, Target CEO Brian Cornell earned $29 million from stock options during the year and another $41 million from the value of restricted stock awards that vested during the year. His total compensation topped $70 million, rising 259% to $77.5 million.
Ecolab Executive Chairman Doug Baker retired after 17 years as CEO on Jan. 1. Baker earned the biggest pay package of his career when he realized $74 million in 2020, $64 million from long-held stock options that he exercised during the year. Ecolab's stock rose 13% during a year when many of the St. Paul-based company's heavy-duty cleaning formulas were in high demand.
Most employees don't get equity awards, or if they do, at a much smaller percentage than C-suite executives. So a company's cuts to salaries or bonuses — or furloughs or layoffs — hurt more at the individual level for them. That factored into some board decisions to lower the financial goals for bonuses.
Among the 25 companies with the largest CEO pay packages on the list, 11 made some sort of adjustment to their compensation plans for their CEOs, other top executives and other employees in the organization.
Equilar, Stanford University and the Yale School of Management collaborated on a paper published in September that looked at how boards of directors had so far adjusted their executive pay plans in response to COVID-19.
They studied 8-K and proxy filings of all the companies in the Russell 3000 index from Jan. 1 through June 30, 2020, and found that 17% of them made some sort of adjustment to their pay plans. Boards began making changes as early as March 10, but most changes were made in April.
The changes came in various forms, most to CEO salaries and director fees. According to the study, 449 companies had made changes to CEO salaries, 316 made changes to director fees, 92 made changes to annual bonuses and 33 made changes to long-term incentive opportunities.
Compensation plans are meant to both reward and retain employees, and boards used their discretion on annual bonus plans to help retain employees who worked hard through the pandemic but where company results might have fallen short of pre-pandemic goals.
Ceridian's board approved changes to its annual incentive plan in February 2021 after financial results for the year failed to meet the threshold targets for the management incentive plan (MIP).
The company declined to comment for this story, pointing to language in its proxy: "The Compensation Committee determined that a discretionary cash bonus at 70% of the original 2020 MIP target was reasonable for all eligible employees."
Other companies like Medtronic PLC, Cardiovascular Systems Inc. and Bio-Techne, whose fiscal years for this list ended in April and June 2020, prorated annual incentive payments on the portions of their fiscal years that were pre-pandemic so they could reward leaders and employees for achievements before the pandemic and responses to it.
Bio-Techne explained its rationale this way in the proxy: "The committee believed that not paying bonuses would not reflect the actual performance of management and would not be in the best interests of the company due to harm to the committee's retention goals."
In rarer instances boards moved to cap the awards to CEOs during the pandemic year.
Best Buy had its stores closed for weeks. But people's demand for home office and entertainment equipment during stay-at-home orders — and the Richfield-based company's ability to flex to online orders and curbside delivery — led to record annual revenue and earnings.
Large executive bonuses, though, might have looked bad given that the company ended the fiscal year with 23,000 fewer employees than the year before.
The Best Buy board reduced CEO Corie Barry's salary 50% for six months and capped the annual bonus to at-target levels instead of the better-than-expected performance.
"The board and management were committed to ensuring that these burdens were shared whenever feasible," the company explained in its proxy.
All the changes at companies nationwide drew the attention of proxy advisory firms such as Institutional Shareholders Services (ISS) and Glass Lewis, which make recommendations on proxy proposals and executive compensation plans. Both came out with COVID-19 policy guidance regarding allowances for late filings and consideration to compensation plan changes.
They generally frown on midstream changes to compensation plans, especially to long-term compensation components that cover multiple years, but vowed to look at those instances on a case-by-case basis during the pandemic year.
ISS said it had always used discretion and been flexible, but it added the firm would still hold companies to core principles of accountability, stewardship, independence and transparency.
Glass Lewis also acknowledged that conditions had shifted dramatically in the last year for companies and investors, but noted that it was those uncertainties of the last year that reinforced the need for effective pay programs.
Shareholders have a nonbinding vote on executive pay plan changes, and they've objected to some of more dramatic changes.
"Thus far, we're seeing more shareholder dissent on pay packages. A number of high-profile companies have failed their 'say on pay' votes this year, and more companies are receiving less than 70% support than in previous years," said Batish of Equilar.
Equilar's most recent data shows that among companies in the Russell 3000, more companies failed their say-on-pay votes in 2021 than in the previous five years, but it was still only 3.1% of the companies, up from 2.2% in 2020.