ReportWire

Tag: CEO salaries and executive compensation

  • Workday lost $40 billion in value. Founder Aneel Bhusri is back with a $139 million bet he can turn it around | Fortune

    [ad_1]

    By bringing cofounder Aneel Bhusri back to the CEO job, Workday has turned to a classic Silicon Valley tradition to deal with the AI threat squeezing software company stocks: the return of the founder.

    Bhusri’s return to the top job at the human resources software company reflects the belief that only a founder with billions on the line and a personal legacy at stake has the unique vision and authority to steer the ship through difficult waters. And with majority voting control plus operational authority as CEO, Bhusri will have more power to make any difficult changes he sees necessary. A close look at Bhusri’s compensation package however suggests that it’s also an acknowledgement of just how bleak the investor prognosis is for software-as-a-service (SaaS) companies. 

    To lure Bhusri back to the CEO job he left two years ago, Workday is giving him a $138.8 million pay package comprised of cash and performance-based and restricted stock. More than half of the package, $75 million, only pays out if Bhusri can hit a series of undisclosed stock price targets over the next five years. Perhaps more telling is the other half: Roughly $60 million in restricted stock requires only that Bhusri stick around at Workday for the next four years, with no performance targets whatsoever.

    With Wall Street bearish on SaaS companies, Workday is effectively recognizing the deep skepticism that even its founder-savior will face in successfully making the transition into the AI age.

    The AI panic rippling through enterprise software stocks for the past couple of weeks has helped wipe out some $40 billion in value at Workday, slashing its market cap in half from an all-time high of $80 billion. The stock has fallen 51% to roughly $150 a share from an intraday peak of $311.28 less than two years ago. This year alone, the stock is down 29% amid the broad bloodbath subsuming the SaaS industry. Other SaaS companies, including Salesforce, ServiceNow, and HubSpot, have all suffered double-digit declines in their stock prices.

    “AI is reshaping how work gets done and represents an even bigger transformation than the shift to cloud 20 years ago,” Bhusri wrote in a LinkedIn post the day after the news of the leadership change. “Just as we helped redefine enterprise software when we founded Workday, I believe we can once again lead the way in this AI era.” 

    There’s a lot at stake for Bhusri, even if he weren’t taking back the reins. As executive chair at the SaaS giant for the past two years, Bhusri has seen half the value of his more than 8-million share ownership stake nosedive from an all-time-high value of $2.6 billion in 2024, to about $1.3 billion. That’s a wealth wipeout on paper of roughly $1.3 billion in less than two years.

    20 years of decision making data and 68% voting control

    Bhusri may have more hands-on experience leading a company than the average founder. Bhusri founded Workday with best friend and mentor Duffield in 2005 before the two joined forces as co-CEOs in 2009. In the years since, Bhusri served as sole CEO after ceding the chairmanship to Duffield before sharing it again in August 2020 with then co-CEO Luciano “Chano” Fernandez. After Fernandez announced his departure in December 2022, the board appointed ex-Sequoia Capital partner Carl Eschenbach to serve alongside Bhusri before Bhusri stepped into the executive chair role in February 2024. Now, with Eschenbach out as CEO, Bhusri is back in the saddle as CEO and chairman. 

    As the software company turns the page, it has 20 years of decision making data and process history that give the opportunity to offer enterprise grade intelligence to large customers, Bhusri wrote in his post. 

    Workday’s success is highly dependent on Bhusri. The company operates with a dual-class share structure, which means shares sold on the open market, Class A shares, carry a single vote apiece, while Class B shares are worth 10 votes each. Between cofounder Dave Duffield and Bhusri and their affiliates and a voting rights agreement that dates back to Workday’s 2012 IPO, the two cofounders control 68% of the voting power through their Class B share ownership. 

    Bhusri’s Linkedin post is jam-packed with optimism for Workday’s future but the numbers are far more complex. In the past three years, the company has announced multiple rounds of layoffs impacting thousands of jobs with the rationale that they were part of a realignment, a shift toward AI, and a move to improve profitability. Last February, the company slashed its workforce by roughly 7.5% as part of a restructuring plan and recorded $172 million in associated charges.

    While revenue is growing—Workday posted $8.4 billion in total revenue for fiscal 2025, up 16% over the year prior—that growth has slowed. Subscription revenue growth, for example,slowed from 19% in fiscal 2024 to 17% in fiscal 2025, per the company’s annual report, with the most recent quarter showing 15%. Plus, the unknown impact AI will have on SaaS companies is a brutal hangover on the sector, and the impact on Workday is significantly visible. The day of Bhusri’s return, the stock dropped more than 6%, underscoring investors’ anxiety about the company and its challenges adapting to the AI age. 

    Workday has been mum on the specific targets Bhusri will have to hit to see his $138.8 million package pay out, but the disclosed terms state the $75 million award will be divided up into tranches that will require Bhusri to hit stock price targets—and stay at Workday. Bringing the price back up to its peak will mean more than doubling the stock price in the next five years. Bhusri’s $60 million restricted stock award will vest over four years so long as Bhusri stays with the company. He’ll also collect a $1.25 million yearly salary and a yearly cash bonus of up to $2.5 million. He won’t be eligible for any more grants until 2027.

    Eschenbach, the former CEO, who resigned from all his roles and will now serve as a senior advisor, got a severance package valued at roughly $3.6 million and he’ll see accelerated vesting on nearly 140,000 shares of restricted stock units that would have vested in the year after his departure. At $150 a share, Eschenbach’s equity is worth more than $20 million, and he’ll see accelerated vesting on another 24,000 additional shares if performance metrics tied to the award are met. His “push-out score,” an independent assessment of the terms of his departure, ranked his departure a nine out of 10. The score suggests “it seems extremely likely” Eschenbach felt pressured to leave.

    In a post on LinkedIn, Eschenbach praised Bhusri and his former “Workmates” at Workday.

    “The opportunity ahead of us is always greater than what’s behind,” wrote Eschenbach. “We are at a massive inflection point with AI, and there is nobody better than Aneel to lead Workday through this moment and drive the vision forward.”

    Bhusri and Duffield’s agreement also means that if one of the co–founders is incapacitated or dies, the other gets control of both stakes. The dual-class structure is set to expire in October 2032—a year after Bhusri’s performance window closes in early 2031. That gives Bhusri a solid chunk of time to see if a co-founder in the CEO seat can make an impact on the stock price in the midst of an AI tidal wave.

    [ad_2]

    Amanda Gerut

    Source link

  • ‘Sad, if not damning’: Cathie Wood blasts the proxy firms who say Elon Musk’s $1 trillion pay package is just too rich | Fortune

    [ad_1]

    Investor Cathie Wood, a long-time Tesla bull known for first investing in the company a decade ago at $13 per share, condemned the growing resistance to Tesla CEO Elon Musk’s potential $1 trillion pay package. Over the weekend, the ARK Invest CEO suggested the financial system that’s enabling the pushback against it is the one with the problem, not the company that wants to make the world’s richest man richer by such a magnitude.

    Wood said in a Sunday post on X that it was “sad if not damning” that proxy advisory firms, which make recommendations for how shareholders should vote during companies’ annual meetings, have so much influence. Wood’s comments come after two of the most important proxy firms, Institutional Shareholder Services (ISS) and Glass-Lewis, urged shareholders to reject during Tesla’s annual meeting on Nov. 6 the giant pay package that would give the world’s richest man 29% of the company, up from about 13% now.

    Wood particularly criticized the relationship between these proxy firms and index funds, which have an outsized influence over voting because of the large number of shares they control for their investors. Each shareholder gets a certain number of votes based on how many shares they own. Yet, large institutional investors, including index funds, control massive amounts of shares held by their investors, which gives them sway over voting.

    “Index funds do no fundamental research, yet dominate institutional voting. Index-based investing is a form of socialism. Our investment system is broken,” she added.

    While Wood claims index funds don’t do research, their parent companies absolutely do. The three largest index funds in the world are managed by Vanguard, State Street, and BlackRock, and all three do extensive research for proxy voting decisions and have their own proxy voting guidelines that they publish. Also, those three funds hold over $2 trillion tracking the S&P 500 index and represent the vast majority of retail traders invested in the stock market. While index funds don’t do research to pick stocks, they utilize their research base for voting decisions.

    Both proxy firms recommended shareholders vote against Musk’s pay package partly because it dilutes existing investors’ shares and gives Tesla’s highly compensated board too much flexibility when it comes to the goals Musk has to meet to get the full payout, which is about equal to the company’s total market cap.

    In another series of posts, Wood added that ISS and Glass Lewis don’t see the potential in Tesla that ARK Invest does and seemingly suggested index funds should be stripped of their voting power. ARK Invest’s flagship ARK Innovation ETF’s largest holding is Tesla, which makes up about 12% of its $8 billion portfolio.

    “I believe that history will decide that Glass Lewis and ISS have been menaces to innovation, enabling passive investors who care about ‘tracking errors’ to their indexes but do not care about much else,” Wood wrote in a post referring to how closely index funds track indexes such as the S&P 500.

    Russell Rhoads, a clinical associate professor of financial management at Indiana University, said while investors in an active fund know its management may push for changes to a company if it is struggling, the same isn’t true for passive investors who put their money into index funds.

    “In general, if I put money into a fund, that’s supposed to mirror the index, that is a passive investment,” he said. “I’m just investing in the market and not trying to influence anything what any other companies are doing business wise.”

    Tesla, for its part, said in a Monday statement that the proxy firms aren’t considering the previous 2018 pay package approved by shareholders on two different occasions that allocated $56 billion to Musk over 10 years. Both ISS and Glass Lewis also recommended voters reject the 2018 pay package.

    “Glass Lewis’s one-size-fits-all checklists undermine shareholders’ interests, including by opposing proposals designed to build long-term value at Tesla,” the statement read.

    When reached for comment, representatives from Glass Lewis and ISS directed Fortune to their respective proxy papers on Tesla.

    Prior to the proxy firms’ reports, the SOC Investment Group, which works with pension funds sponsored by major unions such as the International Brotherhood of Teamsters, as well as several parties with an interest in Tesla including state financial officers, signed a letter with the Securities and Exchange Commission urging shareholders to vote no on Musk’s pay package earlier this month. 

    If Musk’s pay is approved and the three board members are reelected, “this year may be one of the last times that public shareholders have a meaningful voice in the Company and its leadership given the level of dilution that is likely to take place,” the letter argued.

    Tejal Patel, the executive director of Tesla shareholder group SOC Investment Group, said despite the company claiming Musk needs more incentive to stay engaged with Tesla, Musk’s incentives should already align with the company whose shares represent the bulk of his $455 billion net worth. SOC has been vocally critical of Tesla and its corporate governance for multiple Musk pay packages on multiple grounds.

    “We just don’t believe that these pay packages are going to really incentivize Mr. Musk to stay at Tesla, nor to be focused on Tesla over his other business endeavors,” Patel told Fortune.

    Still, Wood said she was confident Musk’s pay package would pass, in part because of the support of retail investors, which hold about 40% of Tesla’s voting shares

    “Although the proxy firm ISS has recommended against the package, retail investors are likely to dominate the vote once again. America!”

    [This report has been updated to include a paragraph providing additional context on the extent of the major index funds’ research activities.]

    [ad_2]

    Marco Quiroz-Gutierrez

    Source link

  • Oracle’s new Gen X and Millennial CEOs get stock options worth $350 million—but they’ll have to keep the stock soaring to collect | Fortune

    [ad_1]

    Oracle announced that longtime CEO Safra Catz will be replaced by two new internal hires: Clay Magouyrk, 39, and Mike Sicilia, 54. The outgoing CEO described the two as “a match made in heaven”—two technical executives who can further propel Oracle into the AI era.

    The move will marry veteran industry leadership from Sicilia with younger cloud-native expertise in Magouyrk. The latter is a founding member of the $920 billion tech firm’s cloud engineering team and Oracle named him president of cloud infrastructure in June 2025. Before joining Oracle in 2014, Magouyrk was a senior engineer at Amazon and Amazon Web Services. Sicilia joined Oracle after it acquired Primavera Systems in 2008, where Sicilia was chief technology officer. He later served as executive vice president in Oracle’s industries unit and in its global business units. In June, Oracle named him president in industries. 

    “I’m really looking forward to this stage,” said Catz during an investor call on Monday. “But it is absolutely time. You want to make a transition like this when things are great and when I’m handing it to two of the guys—actually a whole team—that brought Oracle here. This is ideal.” 

    In connection with their promotions, Oracle will give its Millennial and Gen X duo stock option grants valued at $250 million for Magouyrk and $100 million for the Sicilia. The leadership shakeup will also see Douglas Kehring promoted to principal financial officer at Oracle in the place of Catz. Oracle chief technology officer Larry Ellison will retain his CTO title and role as board chair. 

    “The company is being recognized as an innovator and leader in AI and our momentum has been nothing less than spectacular—and it’s only the beginning,” Catz told investors. “With this success in mind, Larry and I thought timing was perfect to recognize and promote several executives who have not only been instrumental in helping pivot the company, but who will be critical to leading us as we move forward.”

    With the massive stock option grants, Oracle is incentivizing Magouyrk and Sicilia to stay with Oracle until at least 2029, with 80% of each grant vesting over four years. The remaining 20% will vest over a three-year period but they must achieve specific revenue metrics for the performance options to vest, although Oracle did not comment on or disclose the specific metrics. The grants will only pay off if Oracle’s stock price rises. An Oracle spokesperson declined to comment on the disparity of the grants between Magouyrk and Sicilia. 

    “Oracle is entering the AI era. I’ve never seen an opportunity on this scale before,” Ellison told investors on Monday. “The immense impact of AI across our economy is hard to grasp. The colossal size of the AI endeavor and the colossal size of the responsibility that goes along with it is difficult to imagine.”

    Catz, meanwhile, will take on a new role as executive vice chair of the board. She has served as CEO of Oracle since 2014, when the board appointed Ellison chairman and CTO and named Catz and the late Mark Hurd as co-CEOs. Hurd took a leave of absence in 2019 and he died shortly after. Ellison did not name a co-CEO to replace Hurd.

    On Monday, Catz said the timing for the CEO transition was optimal. Catz is currently in the process of talking with Oracle customers and “introducing them to Clay and Mike” if they don’t know them already, she said. 

    “Safra led Oracle as we became a hyperscale cloud powerhouse—clearly demonstrated by our recent results,” Ellison said in a statement. “In her role as Vice Chair, Safra and I will be able to continue our 26-year partnership—helping to guide Oracle’s direction, growth and success.”

    Oracle’s stock is up 98% year to date, and earlier this month announced cloud infrastructure revenues were up 55% to $3.3 billion and that its pending contracts had ballooned 359% to $455 billion. Oracle told investors it had signed four multi-billion dollars contracts with three customers in a single quarter. The company projected 77% growth to $18 billion for cloud infrastructure revenue in fiscal year 2026 and a bullish fiscal 2030 projection of $144 billion. The company is hosting a major event next month in Las Vegas called “Oracle AI World” to exhibit its new products.

    “A few years ago, Clay and Mike committed Oracle’s Infrastructure and Applications businesses to AI—it’s paying off. They are both proven leaders, and I am looking forward to spending the coming years working side-by-side with them,” Ellison said. “Oracle’s future is bright.”  

    Fortune Global Forum returns Oct. 26–27, 2025 in Riyadh. CEOs and global leaders will gather for a dynamic, invitation-only event shaping the future of business. Apply for an invitation.

    [ad_2]

    Amanda Gerut

    Source link

  • Nomura CEO’s year from hell: One staffer accused of bond market manipulation—and another of attempting to murder a client

    Nomura CEO’s year from hell: One staffer accused of bond market manipulation—and another of attempting to murder a client

    [ad_1]

    On Thursday, the firm’s CEO Kentaro Okuda, alongside a handful of other executives, announced they’d be cutting their own pay, following the news that a Nomura employee had manipulated Japan’s bond market. 

    Okuda has agreed to return 20% of his pay for two months, alongside the executive vice president of global markets, the deputy president, and many other executives—though some are only returning 10%. 

    What’s more, within an hour of the announcement, news broke that a former employee of Nomura had been arrested on suspicion of robbery, arson and attempted murder.

    Kyodo News, a leading Japanese outlet, reported that the 29-year-old man was working at Nomura when he allegedly carried out the crimes. The man reportedly drugged a Nomura customer and his partner before stealing the equivalent of $170,000 from their house and setting it aflame. (The couple, in their eighties, reportedly escaped.)

    A Nomura representative declined Fortune’s request for comment, but a spokesperson told Bloomberg that it’s “extremely regrettable that a former employee of ours has been arrested.”

    The scene of the (market manipulation) crime

    Japan’s Financial Services Agency (FSA) uncovered the bond market manipulation in September. It reported that, over the course of one day in March 2021, an employee at Nomura placed “misleading orders” in the government bond futures market—and then went on to turn a profit without any plans to buy or sell the orders they placed. 

    The move, Japan’s FSA said, is called “layering.”

    Per Nomura’s recap of the event, “an employee involved in proprietary trading placed multiple sell orders on the Osaka Exchange for Japanese government bond (JGBs) futures at the best offer or inferior prices to layer the ask order book while buying the same JGB futures at a lower price, and placing multiple buy orders at the best bid or inferior prices to layer the bid order book, while selling the same JGB futures at a higher price.”

    The employee’s “series of derivative transactions and orders misled the market into believing that futures trading was thriving, potentially causing fluctuations in futures prices on the Osaka Exchange,” the company said.

    Sources told Bloomberg that the employee who placed the orders has since left Nomura. Many Nomura customers and institutional investors have left, too, the sources added.

    Bosses paying up

    In a Thursday statement, Nomura took ownership of the situation. “We apologize to our clients and all other concerned parties for the trouble this has caused,” the firm wrote. 

    “We take this matter very seriously. We will continue to further enhance our compliance framework and internal controls to prevent similar incidents occurring in the future and to regain trust.”

    In an accompanying statement also released Thursday, the firm outlined a list of new rules geared at ensuring similar problems don’t happen again. “By fully implementing these measures, we will further enhance our compliance framework and internal controls to prevent similar incidents and to regain trust,” it wrote.

    Meanwhile, the bosses are paying up. Okuda earned an estimated $3.2 million this year, per Bloomberg, which means with his 20% return, he’s paying back roughly $640,000. 

    Still, earnings remained strong

    The one-two punch of terrible press comes at a time when Nomura was otherwise doing quite well. Per its second-quarter earnings released Friday, profit more than doubled. In fact, it reported its highest profits in four years and its sixth consecutive quarter of growth.

    Okuda is likely relieved by the growth. Not only has his own pay been docked, but Nomura has just been forced to pay a $144,000 fine as a result of the manipulation, and according to Reuters it has “temporarily lost its status as a primary dealer of government bonds.”

    Upcoming event:
    Join business’s brightest minds and boldest leaders at the Fortune Global Forum, convening November 11 and 12 in New York City. Thought-provoking sessions and off-the-record discussions feature Fortune 500 CEOs, former Cabinet members and global Ambassadors, and 7x world champion Tom Brady–among many others.

    See the full agenda here, or request your invitation.

    [ad_2]

    Jane Thier

    Source link

  • Fired CFO’s texts revealed a 10-year affair that led to higher pay and promotions, company says

    Fired CFO’s texts revealed a 10-year affair that led to higher pay and promotions, company says

    [ad_1]

    Royal Bank of Canada said it has proof that its former chief financial officer engaged in an intimate relationship with a colleague that she failed to disclose, citing exchanges between the two over text messages and emails. 

    Canada’s biggest lender filed a statement of defense and counterclaim on Friday in the wrongful dismissal lawsuit filed earlier this month by Nadine Ahn, the executive it fired in April after 25 years at the bank. 

    The legal filing said Ahn began a close personal relationship with a colleague, Ken Mason — an executive in the bank’s corporate treasury group — as early as 2013 and that it continued until the time of her departure. 

    The document offers a remarkably detailed look at how the bank alleges the relationship played out over more than a decade. It includes descriptions of how the two bankers frequently met outside work for cocktails, celebrated anniversaries, swapped romantic poetry, and called each other by pet names — “Prickly Pear” for Ahn and “KD” for Mason.  

    Their text messages “fantasized about a life together, such as reading in bed together,” RBC’s court filing states. 

    “Ms. Ahn forwarded romantic poetry to Mr. Mason, expressing that she had fallen in love with Mr. Mason when she first saw him,” according to the filing. “Ms. Ahn and Mr. Mason continued to regularly see each other outside of the office during this time period, arranging a lunch on August 18, 2017 to celebrate their ‘fourth anniversary.’”

    The close relationship continued after she was promoted to CFO in 2021, according to the documents. RBC alleges that Ahn used her position within the company to orchestrate promotions and pay raises for Mason, an endeavor it says Mason referred to as “Project Ken” in a document he drew up. She also shared confidential information with Mason, the bank claims, such as a draft of a speech to be given by Chief Executive Officer Dave McKay.  

    Read More: RBC’s Ex-CFO Says She Had Shot at CEO Job Before Bank Fired Her

    The filing states that RBC doesn’t have access to their messages, “except to the extent that Ms. Ahn and Mr. Mason copied personal communications to RBC systems.”

    Lawyers for Mason and Ahn didn’t reply to messages seeking comment. Ahn said in her lawsuit that she and Mason were friends but denied that they were romantic partners. Mason, who filed a separate wrongful dismissal lawsuit against RBC, also denied a romantic relationship and said the bank would have treated them differently if they had both been men. 

    ‘I Love You Too’

    The bank cites “intimate communications” exchanged between the two via text message. As one example, it states, “On March 11, 2019, Ms. Ahn messaged Mr. Mason to say, ‘I love you.’ Mr. Mason responded 15 seconds later, ‘I love you too.’”

    The two allegedly used calendar invites to schedule “liquidity meetings,” which the bank said was code for going for cocktails. At one such meeting, the two scribbled notes about their drink orders and other topics such as “concert, night out, winery” on a coaster from Canoe, an upscale restaurant in Toronto’s financial district. Mason had the coaster encased in plexiglass and kept it in his office, RBC claims.  

    The bank said it began investigating in March after an anonymous whistleblower alleged that Ahn and Mason had been seen “hugging and kissing and exiting the elevators” at the Fairmont Royal York, a hotel that’s right beside RBC’s head office. 

    Bank officials “immediately commenced a thorough investigation conducted by external legal counsel,” RBC spokesperson Gillian McArdle said in an emailed statement on Friday. “We were disappointed to learn the allegations were true.”

    The Globe and Mail newspaper earlier reported on RBC’s court filing.

    Ahn’s lawsuit complained about the way Royal Bank handled the investigation, the speed with which she was fired after being confronted with the allegations on April 5, and the damage to her reputation when the bank put out a press release that same day. 

    “Contrary to the statements of claim from Ms. Ahn and Mr. Mason, the investigation showed there was an undisclosed close personal relationship, and that Ms. Ahn misused her authority as CFO to directly benefit Mr. Mason,” McArdle said. “As she was a Named Executive Officer, we had an obligation to disclose.” 

    Ahn’s lawsuit is seeking almost C$50 million ($37 million) in pay and damages while Mason is suing Royal Bank for more than C$20 million in pay and damages. 

    In its counterclaim against Ahn, RBC is seeking about C$4.5 million for “excess compensation” paid to Mason and to claw back bonuses paid to Ahn, plus other damages and costs.

    RBC’s filing states that when another employee raised concerns about Mason’s pay, Ahn terminated that person’s employment without cause. The bank said that former employee “has demanded compensation from RBC for bad faith termination of his employment, because of Ms. Ahn’s conduct.” 

    Recommended Newsletter: CEO Daily provides key context for the news leaders need to know from across the world of business. Every weekday morning, more than 125,000 readers trust CEO Daily for insights about–and from inside–the C-suite. Subscribe Now.

    [ad_2]

    Christine Dobby, Bloomberg

    Source link

  • Boeing taps internal executive with three decades’ experience for top job, but it might not be a ‘slam dunk,’ CEO succession expert says

    Boeing taps internal executive with three decades’ experience for top job, but it might not be a ‘slam dunk,’ CEO succession expert says

    [ad_1]

    Boeing announced this morning that CEO Dave Calhoun would depart the company and that an executive with three decades of tenure at the $117 billion manufacturing company, Stephanie Pope, would take the lead of the commercial airlines division. As Pope takes charge of a business in crisis, investors are waiting in the wings to see what Pope’s plan is for the next 12 months—and how Boeing will hold her accountable. 

    Pope has a murky road ahead with regulators, investors and customers in reshaping the company’s culture and then proving to the world that people can trust it. Boeing has been beset by problems since before Calhoun even stepped into the CEO role to replace Dennis Muilenburg in 2019 after 346 people died while flying in Boeing-manufactured planes. The U.S. Department of Justice later fined Boeing $2.5 billion to resolve criminal charges of conspiracy to defraud the Federal Aviation Association’s aircraft evaluation group in January 2021. Three years on, Calhoun is leaving amid a strong lack of confidence among customers and the public after parts of Boeing-manufactured planes began blowing off midflight; last week members of the Boeing board, including Kellner, began holding meetings with major customers without Calhoun present.   

    “They’ve had a couple of years to figure out what’s going on with the engineering-assembly process and they haven’t diagnosed the situation yet,” said Jason Schloetzer, an associate professor at Georgetown University who has studied CEO succession and effectiveness. “They’re looking to clean house to a certain extent and get a new team in there with a fresh pair of eyes and new incentives to get this resolved—because you can’t affect change if you can’t even assess what the situation is and figure out what needs to be fixed, let alone put together a plan to fix it.”  

    Boeing insider likely less costly than looking outside 

    Going with Pope as an internal CEO pick for the airlines division is likely far less expensive than hiring someone from outside Boeing, said Maria Vu, senior director of North American compensation research at proxy advisory firm Glass Lewis. An executive from outside the company would have required Boeing to offer the exec “make-whole” payments, to compensate for equity they would leave behind with a prior employer. Plus, companies in distress often have to provide a lot of incentives to lure executives from other companies to take over a business in crisis. It’s unclear at this point if Boeing will offer Pope more than the compensation she received as chief operating officer, which was $1.2 million in salary plus an annual cash bonus of $2 million and a long-term incentive of $10 million. Once Boeing discloses Pope’s goals, investors are likely to scrutinize them for signs of how the board intends to hold Pope accountable for turning around Boeing’s culture, she said.

    “There seems to be a significant risk to the business if the company’s culture is not meaningfully addressed,” said Vu. “It will be indicative of how serious the board is about changing the culture if you look at the sorts of things they’re incentivizing Ms. Pope for in her incentive programs.”

    With Pope, the company is turning to a seasoned executive to turn the company around and on the one hand, “that’s great,” said Schloetzer. She is “somebody who knows the business really well and been there for a long time and is well-versed in what’s going on,” he said. On the other hand, Pope is also “a person who has been there while these issues have been playing out.”

    “It’s not easy to find somebody who can come in and think through an organization like Boeing, so it also makes sense to have an internal person, but it’s not a slam dunk,” said Schloetzer. According to Schloetzer, there may also be recruiting below the C-suite and NEO level to bring in fresh perspectives to Boeing. 

    The management bloodletting at the top includes Stan Deal, president and CEO of Boeing’s commercial airlines division who Pope is replacing, and board chair Larry Kellner, who stepped into the role in 2019 when Calhoun crossed over from being a board member to CEO. The company has also seen outflows from other executive roles in the past few years, including Leanne Caret, president and CEO of Boeing’s defense, space and security unit, and senior vice president and treasurer David Dohnalek. The Boeing board elected Steve Mollenkopf to replace Kellner. 

    In January, Boeing announced that Calhoun had tapped Admiral Kirkland Donald as a special advisor to investigate Boeing’s quality management system for commercial plans. Kirkland, who is chairman of the board at $11.5 billion military shipbuilding company Huntington Ingalls, was to give Calhoun and Boeing’s aerospace safety committee a report and recommendations. His review remains ongoing, said a Boeing spokesperson in a statement to Fortune.

    For Calhoun, the bulk of his more than $20 million in pay was supposed to come from his long-term incentive pay award, which had a target of $17 million. By the end of 2023, he was to have seen the 737 MAX safely return to service; realignment of engineering function; 777X twin-engine jet entry into service and delivery and production ramp-up. The award did not vest, according to the company’s disclosures. 

    “Generally, to incentivize an executive to be serious about something and to make material changes, especially if it’s a material risk to the business, we would expect to see some revisions to incentive programs to help address that,” said Vu.

    As for Calhoun, he has at least $20 million coming his way and potentially another $45.5 million, depending on how the next CEO fares in the role. However, the Boeing board could provide him additional compensation as part of his departure or the board might decline to do so in order to avoid the additional scrutiny. 

    “How they classify his departure is a conversation they are likely having with him in terms of negotiation,” Vu said.

    Editor’s Note: This story has been clarified to state that Stephanie Pope is the new president and CEO of Boeing commercial airplanes.

    Subscribe to CHRO Daily, our newsletter focusing on helping HR executive navigate the changing needs of the workplace. Sign up for free.

    [ad_2]

    Amanda Gerut

    Source link