GoPro's Woodman Is About to Become the Highest-Paid CEO

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GoPro Founder Set to Become Best-Paid CEO

Nick Woodman, the billionaire founder of camera-maker GoPro Inc., is about to get a first-person view of being the highest-paid U.S. executive.

The 39-year-old was granted 4.5 million restricted stock units that were valued at $284.5 million at the end of 2014, which would give him the No. 1 spot on the Bloomberg Pay Index, the first daily ranking of the highest-paid U.S. executives. He received the grant in June 2014, three weeks before the San Mateo, California-based company first sold shares to the public, according to its prospectus in November.

The GoPro founder would unseat Cheniere Energy Inc. Chief Executive Officer Charif Souki, who was awarded compensation valued at $281 million at the end of 2013, according to the ranking, which values an executive’s awarded pay package at the company’s fiscal year-end closing price. Cheniere has said it’s cutting Souki’s pay in 2014.

“Nick Woodman is a special entrepreneur and is instrumental to the company’s success both through his vision and leadership,” said Alex Gauna, an analyst at JMP Securities LLC who recommends investors buy GoPro shares. His compensation “is appropriate relative to what he means to this company,” he said.

GoPro, which Woodman founded in 2004 after getting the idea for a high-definition personal camera on a surfing trip, hasn’t yet filed its proxy statement for 2014. The filing could show additional compensation including salary and perks. His stock award is currently valued at $205.5 million.

Jeff Brown, a spokesman for the company, declined to comment in an e-mail.

Awarded Pay

The Bloomberg Pay Index tracks the 100 highest-paid executives that appear in regulatory filings for companies that trade on U.S. exchanges. Each executive’s pay package is updated every business day as fluctuations in company stock prices change the value of their equity awards.

Awarded pay can differ from what’s reported in a company’s summary compensation table. Satya Nadella, CEO of Microsoft Corp., was paid $84.3 million in fiscal 2014, according to the Redmond, Washington-based company’s proxy statement. That would make him one of the highest-paid executives in the U.S. by that measure.

The Bloomberg index shows him getting about half that amount, or $43.5 million. The ranking annualizes a $59.2 million stock award tied to his promotion to CEO and allocates about 257,000 restricted shares to each fiscal year from 2014 to 2020. Microsoft said the award is “non-recurring” with a seven-year term, and that it’s “separate from Mr. Nadella’s ongoing annual compensation,” the proxy shows.

Rawlings, Bicycle

Tony Imperati, a spokesman for Microsoft, disputes Bloomberg’s valuation. The computer maker also considers Nadella’s $13.5 million one-time retention stock grant an award that should be annualized. The index doesn’t annualize one time sign-on and retention awards because they’re not part of companies’ regular performance compensation plans.

Springleaf Holdings Inc. CEO Jay Levine appears near the top of the index. He was granted 4.9 million restricted stock units before the Evansville, Indiana-based consumer lender’s 2013 initial public offering, according to the company’s proxy statement last year. They were valued at $78.3 million when they were granted and jumped to $123.8 million by year-end 2013. He also got a $400,000 salary.

Springleaf, Jarden

As of yesterday’s close, the grant was valued at $254 million. Springleaf Executive Vice President John Anderson also received a pre-IPO grant, which was worth $127 million as of yesterday, the index shows. Craig Streem, a spokesman for Springleaf, didn’t immediately respond to a call seeking comment.

Among the highest-paid executives for 2014 is Jarden Corp. Executive Chairman Martin Franklin. The Boca Raton, Florida-based owner of consumer brands including Rawlings baseball gear and Bicycle playing cards awarded him 1.8 million restricted shares last year worth $73.9 million when they were granted. The units are unlikely to vest because it’s “improbable” the business will achieve the financial metrics they’re tied to, the company wrote in its proxy.

His total awarded compensation was valued at $113.3 million as of Jarden’s fiscal-year end, the index shows.

Performance Thresholds

The ranking tracks the most recently available data for the top-paid executives. Some of the data on the ranking is from 2013 because 2014 hasn’t been released.

GoPro’s November prospectus shows Woodman received a salary of $800,000 and a $1 million bonus in 2013. The company also spent $49,591 on car expenses that year for Woodman, who is its largest shareholder and has a net worth of $2.4 billion, according to the Bloomberg Billionaires Index.

“I have not had conversations that express concern over executive compensation at GoPro,” JMP’s Gauna said.

Part of Woodman’s restricted stock award vested and settled when it was granted in June, and he put those 1.5 million shares into a family trust, according to a regulatory filing that shows insider transactions.

The other 3 million units vested and settled on Jan. 22, after GoPro shares traded above certain thresholds for 30 consecutive days. Those shares pay out monthly over three years, the filings show.

Private Shares

Startup companies have turned to granting restricted stock to employees instead of options before initial public offerings because it removes the difficulty of trying to value its private shares, said Barbara Baksa, executive director at the National Association of Stock Plan Professionals. While options require an exercise price over which an executive must create value, restricted shares may vest and be sold at any price.

Initial public offerings are “a challenging time because you sometimes see a lot of stock price fluctuation right after a company goes public,” she said in a phone interview. “So maybe they were really trying to motivate him to provide solid value to shareholders right after the IPO.”

GoPro shares dropped below $44.24 -- the higher of the two thresholds required for vesting -- in February and recovered on April 10. Because Woodman’s shares have already vested, he’ll still collect the stock.

Cheniere’s Souki became the highest-paid executive in 2013 by getting 6.3 million restricted shares valued at $132.9 million when they were granted in February of that year. He also received a $3.68 million bonus, a $4.2 million cash incentive and an $800,000 salary. Cheniere, a Houston-based natural gas exporter, said last year it would cut Souki’s pay after investors protested against the 6.3 million restricted stock units.

Faith Parker, a spokeswoman for Cheniere, didn’t respond to a call and e-mail seeking comment.