CIBC shareholders vote against pay packets for outgoing execs

CIBC investors voiced their displeasure loud and clear against a compensation scheme that will see two of the bank's most senior executives — who recently left the company — take in a combined $25 million in compensation this coming year.

At the bank's annual general meeting in Calgary on Thursday, only 43 per cent of investors voted in favour of an executive pay package that will see recently departed CEO Gerald McCaughey paid $16.7 million this fiscal year to retire ahead of schedule. COO Richard Nesbitt will also be paid $8.5 million for having his departure date also accelerated.

Those figures come on top of pension entitlements and stock holdings accumulated over careers at the bank that lasted decades.

• CEO pay jumped 11% in Canada in 2013

Although the vote was non-binding, it sent a clear message. Normally such votes are rubber stamps, with most votes at AGMs on things like naming directors and compensation packages passing with 95 per cent support or more. But this time, the objections to seemingly exorbitant pay was led by some major investors, including the Canada Pension Plan Investment Board.

"We believe the company continues to inadequately address key shareholder concerns related to its chair's compensation,"  the managers of the CPP, Canada's national pension plan said in a statement to CBC News. "We continue to be concerned with the company's practice of granting outsized awards on a largely discretionary basis, which we believe is inconsistent with the governance principle of pay-for-performance."

"In accordance with this view, we have voted against the Advisory Resolution on Executive Compensation and withheld votes from the Chair of the Compensation Committee, J. Brett Harvey."

Tellingly, CPP's four largest equity holdings in Canada are Bank of Montreal, Royal Bank, TD and Scotiabank — but the pension plan is not a major holder of CIBC stock, holding about one-tenth of one per cent.

Change in the air

Although the vote was non-binding, in response, CIBC said it would "consider the outcome of the vote as part of its ongoing review of executive compensation."

Outgoing chairman Charles Sirois said the vote's outcome should not be taken as "commentary to our overall approach to compensation."

• Big banks dialing back compensation for new CEOs

Paul Gryglewicz, managing partner at Global Governance Advisors, said it was the first time a say-on-pay vote has gone this way at a major Canadian financial institution's AGM, but he said the vote was more about the payments to McCaughey and Nesbitt specifically than about CIBC's underlying executive pay structure.

"There's going to be meetings between the board, management and those shareholders and I think they're going to sit down and truly get behind the vote to understand the key drivers."

According to a recent analysis by consultancy McDowell Associates, CEO pay at Canada's biggest banks — all of which have hired new CEOs since 2013 — are down 33 per cent compared with the outgoing CEOs' salaries.

But that`s come after years of significant inflation for CEO compensation at big Canadian banks. Bank of Montreal gave its outgoing CEO Bill Downe a raise in 2014 despite the bank missing three of the four targets the bank says it judges based on, when setting executive compensation.

CPP headed up a similar move at gold miner Barrick recently, a company where the chairman saw his compensation increase by more than a third in a year in which the stock price lost the same amount.