GM's Wagoner Will Walk With $23 Million

Forced into retirement, GM's ousted CEO nets a big payday

Tuesday, Mar 31, 2009  |  Updated 3:42 AM PDT
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Blame Them For Your Empty Wallet

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Don't feel too bad for General Motors Chairman Rick Wagoner. He won't be waiting in any soup lines.

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Former General Motors Corp. Chairman and Chief Executive Rick Wagoner won’t get a severance payment from the automaker, but he’ll still get a pension and other benefits worth an estimated $23 million.

In nearly 32 years with the company, Wagoner accrued pension benefits that the company valued at $22.1 million at the end of last year. The actual amount Wagoner will receive could vary because it will be paid in installments over the rest of his life.

Wagoner, 56, also is entitled to $366,602 in unvested stock awards and $534,627 in deferred compensation as of Dec. 31, according to GM’s annual report.

“From the perspective of the average person, most of these payouts are going to seem like a lot of money,” said Alexander Cwirko-Godycki, research manager at Equilar Inc., an information services firm that specializes in researching executive compensation. “But from the perspective of executive pensions, there have been other cases where there’s been a lot more money involved.”

Wagoner also gets to keep about 3 million stock options, which allow him to buy GM shares at prices ranging from about $20 to $76. With GM’s stock price now less than $3 per share, however, the options have little value unless the stock price reaches those levels before the options expire.

GM said early Monday that Wagoner was stepping down effective immediately, ending nearly nine years at the Detroit-based automaker’s helm. Obama administration officials asked Wagoner to step aside as part of the government’s plan to help the struggling automaker, and he was replaced as CEO by Fritz Henderson, the company’s chief operating officer.

GM released a statement later Monday saying it was still reviewing the specifics of the compensation Wagoner would receive.

As a condition of GM’s government loans, the automaker is not allowed to pay severances to departing executives. Government officials began to crack down on so called “golden parachutes” after last fall’s backlash over $24 million in exit packages for the ousted chief executives of mortgage finance companies Fannie Mae and Freddie Mac. The severance payments were never made.

Cwirko-Godycki said the biggest factor contributing to an executive’s pension is how long he works for the company and the size of his salary over the years.

From the beginning of his career at GM through the end of 2008, Wagoner received compensation totaling about $63.3 million, with $38.7 million of that coming during his years as its chief executive, Cwirko-Godycki said. The totals take into account Wagoner’s base salary, cash bonus payouts, long-term incentive plan payouts, gains from stock option exercises, and other compensation.

That was before Wagoner agreed to accept a salary of $1 for 2009 as part of the automaker’s restructuring plan.

Cwirko-Godycki noted that if Wagoner had left GM at the end of 2008, he could have received a severance payment as high as $17.1 million on top of his pension and other compensation. Before the government became involved in its finances, the company’s policies allowed its board to award severance payments as high as 2.99 times an executive’s base salary and target bonus.

Brian Tobin, midwest region practice leader for The Hay Group’s executive compensation practice, said GM had already taken steps to limit how much money Wagoner could walk away with even before the government bailout.

Wagoner’s base salary was rolled back in 2008, and his overall compensation was heavily tied to the company’s stock performance.

In addition, Tobin said, Wagoner wasn’t guaranteed any severance even before the government was involved. Most companies guarantee executives a minimum amount if they lose their jobs, but GM’s potential payouts were solely at the board’s discretion.

“Unfortunately for him, he’s leaving the company at a time when GM’s stock and the overall market are extremely depressed compared to where they were just five years ago,” Tobin said.

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