Whole Foods' CEO Pay Discount Expires
Amazon's deal to buy Whole Foods may mark a number of things: the end of Whole Foods as an independent company; the end of grocery business; the end of the hard line between the internet and brick and mortar; the moment we should have known that Amazon was going to take over the economy, though I am not entirely convinced of that.
It will also mark the end of one of the most, perhaps only, reasonable executive compensation schemes in America.
No one will cry for Whole Foods CEO John Mackey, of course. Forbes estimates his net worth at $76 million. The Amazon deal made him $9 million richer practically overnight. That seven-figure payout is one most Americans will never see. But it should also be noted that in America's executive suites, a seven-figure payout -- especially when a megadeal like Amazon-Whole Foods is involved -- is just as rare. They are usually much, much higher.
Consider the payout for another deal that was in the news recently -- Verizon's purchase of Yahoo, which closed last week. Yahoo CEO Marissa Mayer pocketed nearly a quarter of a billion dollars. That translates into $900,000 a week for her five-year run as CEO, which is widely seen as a near-total failure. The similar figure for Mackey, based on more than 2,000 weeks at the company he co-founded in 1978 and expanded into a business with $15 billion in sales: $37,500. And the entire payout comes from the fact that Mackey is, like many others, a Whole Foods shareholder. He will receive no merger bonus. No golden parachute will deploy. There are no options to vest. Mackey hasn't been granted one in more than a decade.
Mackey's public stance against excessive executive pay is well known. His book "Conscious Capitalism" is in part about that. In late 2006, he declared in a letter to shareholders that he was rich enough and was giving up much of his paycheck. Since 2008, Mackey has received just $1 a year in salary and no bonus. Other CEOs, of course, have decided to join the single-digit pay club, or something close to it. All, though, are much wealthier than Mackey. Larry Page, for instance, another member of the $1-a-year CEO club, is worth $48 billion, according to Bloomberg.
And at Whole Foods, the effort to limit executive pay went beyond Mackey. Whole Foods may be the only company in the S&P 500 with a stated pay cap. No executive at the company is allowed to be paid more than 19 times the average worker's salary. Three years ago, Bloomberg found that was pretty close to the average CEO-to-worker pay ratio in the 1950s. It has now ballooned to more than 300.
What's more, it's a pay ethic that will most likely disappear along with Whole Foods' independence. The entire Whole Foods executive team was paid just less than $5 million last year. Amazon's vice president of web services, Andrew Jassey, alone made nearly $37 million. Amazon and Whole Foods have not said what Mackey, who is staying on at Amazon after the deal, will be paid. But whether Mackey likes it or not, he's most likely in line for a big pay raise. Amazon's latest proxy states, "We believe granting stock-based compensation to employees at all levels across the company results in motivated, customer-centric people who think and act like owners because they are owners." So it's unlikely the company will allow Mackey to refuse some healthy annual incentive stock-based compensation.
Critics of excessive executive pay, like myself, who contend that it rarely reflects performance, or for those who are worried about what growing income inequality is doing to the economy and society, will surely see this as another step back. But there is a flip side to that: In the 10 years after Mackey's decision to forgo pay, Whole Foods' stock rose just 21 percent compared with a gain of 854 percent in the decade before that. Alan Johnson, an executive pay consultant who is no fan of excessive compensation plans, says $1 pay schemes for CEOs sound nice, but they rarely work for shareholders. They tend to have a chilling affect on what a company will pay for other top talent. "Was Whole Foods able to get the best talent possible the past 10 years?" Johnson asked.
Mackey is certainly not greedy. And we should mourn the fact that he will no longer be influencing pay practices at a public company the size of Whole Foods. But Gordon Gekko would tell you that the fact that Whole Foods can no longer go it alone is another point in his favor.
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Stephen Gandel in New York at firstname.lastname@example.org
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