It used to be that CEOs and named executive officers of Canadian public companies rarely appeared in the news about executive compensation. Canadian executives were generally considered to be reasonably compensated relative to their American counterparts.  

Oh, how times have changed.

Fintel discussed the $32-million pay package for Rogers (CA:RCI.A, CA:RCI.B) CEO Tony Staffieri in late March. Despite Rogers generating about one-eleventh the revenue of Comcast (US:CMCSA), the U.S. cable and media giant, Staffieri’s compensation wasn’t too far off Comcast CEO Brian Roberts’ 2021 pay.

Given the dual-class share structure of one of Canada’s leading cable and wireless businesses -- the Rogers family can control what happens in the boardroom by holding a majority of the votes -- the company will likely never undertake a “say-on-pay” vote because Staffieri was Chairman Edward Rogers’ pick to become permanent CEO in January 2022. 

And even if it did, Edward Rogers would merely vote “yes” to the CEO’s pay package. Case closed. 

Latest Compensation Brouhaha

The Globe and Mail’s David Milstead reported on April 25 about the opposition building against Toronto-based gold miner Agnico Eagle’s (CA:AEM) pay practices. 

“In the proxy circular for its annual meeting, to be held Friday, the company disclosed for the first time that it paid one-time bonuses to top executives to reward them for Agnico Eagle’s February, 2022, merger with Kirkland Lake Gold, including $10-million to executive chairman and former chief executive officer Sean Boyd,” Milstead wrote.  

“That pushed Mr. Boyd’s total pay above CA$20-million, higher than the CEO pay of any other metals miner on the S&P/TSX 60.”

Looking more closely at Agnico Eagle’s management information circular, the top six named executive officers, including Boyd, current CEO Ammar Al-Joundi, and former CEO Anthony Makuch, received $45.5 million in total compensation in 2022. 

As Milstead points out, $12.85 million of the $59.2 million was cash paid to Boyd et al. for bringing home its merger with Kirkland Lake Gold. It doesn’t matter what happens to the combined entity in the future; Boyd is $10 million ahead of the game.

That’s a bad look for corporate governance. 

Second Say-on-Pay Defeat

At today’s general meeting, Agnico is expected to lose its second consecutive say on pay vote. Last year, only 24% of shareholders voted for its executive compensation plan. But, unlike Rogers, Agnico doesn’t have a dual-class share structure to hide behind. 

However, a vote of non-confidence is meaningless because it is non-binding. 

As Milstead points out, Glass, Lewis and Institutional Shareholder Services (ISS) -- two prominent proxy advisors in the U.S. -- have recommended that shareholders say no to the proposed compensation. Both advisors took issue with the fact that the cash bonuses for the executives’ work on the merger were not tied to long-term performance. 

Very Well Paid

Agnico Eagle’s executive compensation has been above the Canadian average for years. 

The Canadian Centre for Policy Alternatives published a January 2014 report All in a Day's Work? CEO Pay in Canada. The average CEO's total compensation of 100 Canadian public companies in 2012 was $7.96 million. 

Of the 100, 34 made more than the average. For example, then-Agnico Eagle CEO Sean Boyd’s total compensation was $9.51 million, putting the current executive chairman in the 27th position. 

Of course, back then, say-on-pay votes were a rarity. Today, they’re regularly held, but shareholders rarely say no to executive compensation.

According to compensation consultant Southlea Group, 93% of the 123 companies reporting their say-on-pay votes through the first five months of 2022 got 80% shareholder support or higher for their compensation plans. 

So, investors can expect Agnico Eagle to get a slap on the wrist at Friday’s annual meeting.