New Jersey Bank Pays Directors More Than at Any Finance Firmby
Investors Bancorp directors paid average $3.85 million in 2015
Median pay for directors at Russell 3000 companies is $184,000
Short Hills, New Jersey, is among the richest communities in the U.S. The directors of a local savings and loan get paid accordingly.
Members of Investors Bancorp’s board made an average of $3.85 million in 2015, the company reported in an April proxy statement, eclipsing director pay at every Wall Street firm. Among companies in the Russell 3000 Index, only directors at Regeneron Pharmaceuticals Inc. fared better. Board members at both companies saw their paydays swell thanks to grants of stock and options.
The Investors Bancorp directors received their awards after the firm’s transition from a mutual holding company to one wholly owned by public shareholders in a second-step conversion that raised $2.2 billion of new equity, the bank said. The equity grants vest over five years, the company’s annual report shows.
“There’s no way around it, they’re pretty big numbers,” said Jared Shaw, an analyst who covers the company for Wells Fargo & Co. “It’s a reflection of the value created through that conversion process. I certainly don’t expect to see numbers of this magnitude going forward.”
The bank has about 1,800 employees working at about 140 branches in New York and New Jersey, and had revenue of $635 million in 2015. On Tuesday, it announced it was buying the Bank of Princeton, adding 13 branches, including some in Pennsylvania.
The median compensation for directors of companies in the Russell index is $184,000, according to data compiled by Bloomberg from company filings.
Payouts of stock awards like those granted to the bank’s directors are common among financial institutions that convert to public ownership, said Matt Kelley, an analyst who covers the bank for Piper Jaffray & Co. He described the 2015 grants as “pretty lucrative,” and said he doesn’t expect future grants to be as large.
Domenick Cama, the chief operating officer, serves as a director with Chief Executive Officer Kevin Cummings. The two executives aren’t paid for being on the board. Chairman Robert M. Cashill is a former Investors Bancorp CEO.
Homes in Short Hills, with a population of about 13,000, have a median value in excess of $1 million, more than five times that of the U.S. broadly, according to census data. The median household income of $235,216 is more than four times that of U.S. households.
The seven-member compensation committee is led by Dennis M. Bone, a former New Jersey president for Verizon Communications Inc. Robert C. Albanese, another committee member, and Bone both were directors at Roma Financial Corp. before it was acquired by Investors in 2013. Doreen R. Byrnes was previously Investor Bancorp’s head of human resources.
William Cosgrove, who led another bank prior to its 2008 acquisition by Investors Bancorp, was an employee through 2011. Cosgrove’s compensation includes as much as $27,740 in automobile allowances and club dues -- perks that are exceedingly rare for directors.
Investors Bancorp said in its filing that the committee worked with GK Partners, a compensation consulting firm, to create its pay plan. The board met 12 times, greater than the average eight meetings held by boards of companies in the S&P 500.
“They look at the role that they play in the company’s future, how they set the strategic direction,” Cama said of the consultants in a phone interview. “They also take into account aligning the directors’ interests with the shareholders’ interests.”
Regeneron’s board was the highest-paid among companies in the index, with an average $4.18 million to each director. That figure was skewed by Chairman Roy Vagelos, who became a billionaire on option awards he received at the company. He was paid $23.2 million last year, the drugmaker disclosed, while other directors received about $2 million each in option awards.
“The board includes two Nobel Prize winners and five members of the National Academy of Sciences,” Alexandra Bowie, a spokeswoman for Tarrytown, New York-based Regeneron, said in an e-mail. “Our compensation is primarily options-based because we believe this aligns board compensation to the creation of future shareholder value.”
At electric-car maker Tesla Motors Inc., directors were paid an average $6.34 million in 2015, almost entirely in stock options that “are issued once every three years and vest and are intended to compensate the directors over such three-year period,” according to its proxy. The board members “will not receive the same grants again prior to 2018,” the document shows.
Accounting for that award schedule, the directors have been paid an average of $2.5 million in each of the last three years, making its directors the third-best-paid in the index last year, according to data compiled by Bloomberg.
Khobi Brooklyn, a spokeswoman for Palo Alto, California-based Tesla, said the company considers the April 15 filing its official comment.
Outside of the Russell 3000, which represents about 98 percent of the U.S. equity market, a small Boca Raton, Florida-based data provider could vault near the top of the list. IDI Inc., with a market capitalization of $241 million, intends to grant billionaire Phillip Frost 3 million restricted shares, it disclosed in an April 29 proxy statement.
Those would have been valued at $25.35 million when Frost, a dermatologist, joined the board as vice chairman in December, the filing shows. The grant, and others to directors, require stockholder approval at IDI’s June 1 annual meeting, the filing shows. Executives and directors own 53.6 percent of IDI’s shares.
If the grants are approved, IDI’s directors would receive an average $3.39 million, according to data in the filing. The thinly traded shares have fallen 39 percent since Dec. 8, when the company valued Frost’s award.
Frost’s pending grant was made “in recognition of his considerable strategic direction and support of the company and its predecessors since 2007 and the anticipation of his significant contributions upon joining the board,” Jordyn Kopin, a spokeswoman for IDI, said in an e-mail. “Using an average for the non-employee directors is not useful because Dr. Frost’s grant significantly skews the numbers.”