April 1, 2020
Equilar will continue to update this post through the duration of the 2020 proxy season. Last updated - April 1, 2020.
The landscape of the world has been significantly impacted by the outbreak of the coronavirus (COVID-19) in a matter of weeks. On March 13, 2020, The Wall Street Journal reported that President Trump declared a national emergency to combat the spread of the disease. As the world adapts and responds to the COVID-19 outbreak, companies across corporate America are taking necessary steps to protect their employees and the customers and clients they serve.
In light of these developments, several companies have elected to make changes to their executive compensation and incentive plans as a means to ease the burden that their employees are facing during this unprecedented time. Equilar is closely tracking disclosures related to these changes through its Disclosure Search platform as they are filed. This segment features examples of the types of adjustments that have been disclosed in efforts to confront the economic threat that COVID-19 poses.
Given the current landscape, several airline passengers have cancelled their flights for safety concerns, leading to an economic hit for airline companies. In response to the latest struggles, United Airlines Holdings filed an 8-K on March 10 that stated Company CEO Oscar Munoz and President Scott Kirby will forgo salaries through at least June 30, 2020. While United Airlines was among the first airlines to take such measures, it will certainly not be the last, as Alaska Air Group has also taken similar action.
Disclosure Example 1
United Airlines Holdings, Inc. (UAL)
The hospitality industry is another sector that is facing severe financial struggles amid the COVID-19 outbreak, particularly as hotels and resorts prepare to shut down to prevent greater spread of the disease. On March 16, Park Hotels & Resorts, Inc. filed an 8-K that stated the Company intends to establish a $2.5 million corporate-level fund that will be made available to address hardships faced by its employees. Park CEO Thomas Baltimore elected for a voluntary salary waiver to fund $500,000 of this corporate-level fund.
Disclosure Example 2
Park Hotels & Resorts Inc. (PK)
Alternatively, some companies have elected to provide each of their employees with cash bonuses to help cope with the crisis. On March 14, Workday approved a one-time cash bonus equivalent to two-weeks of pay for each active employee of the Company.
Disclosure Example 3
Workday, Inc. (WDAY)
While several CEOs are taking pay cuts during this time of crisis, a number of companies have also announced the reduction in pay for its other named executive officers (NEOs). On March 16, Ashford, Inc. announced it would reduce the pay of CEO Monty Bennett by 20%, while the pay of all other NEOs, including the Company’s Chief Financial Officer, would be reduced by 15% until the effects of COVID-19 have subsided.
Disclosure Example 4
Ashford Inc. (AINC)
The disclosures highlighted in this feature paint a picture that the nation’s top corporate leaders are taking significant steps to help mitigate and ease the financial burden faced by their organizations. As developments on COVID-19 continue to come to fruition, it is highly expected that a greater number of organizations will follow the examples of the companies featured in this segment.
Equilar will highlight several disclosures that pertain to the COVID-19 crisis through the duration of the 2020 proxy season. Please find the examples below.
While several companies have chosen to modify or eliminate executive bonuses, Moderna, Inc. awarded its Chief Medical Officer a retention bonus worth $1 million. The Company did not disclose a specific reason for the bonus, but the role is certainly critical at the moment and would be difficult to replace.
Moderna, Inc. (MRNA)
Redfin is among the first companies to eliminate annual executive bonuses for 2020. The Company declared its executive officers will not be eligible to earn a bonus as the program has been suspended.
Redfin Corp. (RDFN)
Ford Motor Company took a different approach outside of executive salary reductions. The Company elected to implement a salary deferral, which means a percentage of each NEO’s compensation would be deferred to later in the year. Company executives may achieve that salary back if they achieve a financial objective.
Ford Motor Co. (F)
Retail Opportunity Investments Corp. filed its proxy on March 23, detailing adjustments to its annual and long-term awards. In February, the Company granted the awards, but has since removed all metrics and determined the awards will be measured at the board’s discretion.
Retail Opportunity Investments Corp. (ROIC)
More companies are finding ways to address the hardships faced by their employees. On March 23, ADP joined the list of these companies when it announced it would pay its rank and file employees a $1,000 hardship bonus.
Automatic Data Processing, Inc. (ADP)
As the U.S. government continues to explore the possibility of a corporate bailout, the proposition is being met with some backlash. On March 16, Nikki Haley informed The Boeing Company that she is stepping down from the board immediately on the principle that the Company should not seek support from the government during this time of crisis.
Boeing Company (BA)
With incentive plan season right around the corner, companies are determining adequate executive performance goals. Six Flags had previously decided to grant its NEOs performance shares and established set metrics. However, in light of COVID-19, on March 19, the Company noted within its proxy that it will now take some time to determine new performance goals.
Six Flags Entertainment Corporation (SIX)
Click here to view more disclosures similar to those highlighted in this segment.
About Equilar Disclosure Search
The Equilar Disclosure Search is the most comprehensive solution to accurately examine SEC public disclosures. The accessible interface allows you to search within all publicly disclosed SEC forms, including 8-K, 10-K, 10-Q, DEF14A, S-1 and more, using a variety of filters. You may search by keywords, tickers or within your peer group, or by financials, geography, and several other criteria. Results are displayed in excerpt form with the ability to click on a link to open the actual disclosure and the exact location of your search term. Please visit https://www.equilar.com/shareholder-engagement.html or contact email@example.com to learn more.
Amit Batish, Content Manager, authored this post. Andrew Gordon, Director of Research Services, contributed data. Please Amit Batish at firstname.lastname@example.org for more information on Equilar research and data analysis.
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