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Proxy Season Puts CEO Salaries Under the Microscope: Week Ahead

It’s proxy season in retail, the time when companies file documents with the Securities and Exchange Commission detailing financial performance, executive compensation and other pertinent information from the past fiscal year.

When coronavirus lockdowns first struck nearly 13 months ago, many retailers that sealed up brick-and-mortar stores and furloughed thousands of workers also announced their top executives would forgo their salaries amid the doom and gloom. But a close look at some of the biggest retailers’ proxy statement reveals that the salary alone is but a fraction of most CEOs’ lucrative compensation packages.

Last year, Macy’s CEO Jeff Gennette earned $11.1 million, 8 percent more than 2019’s $10.3 million in 8 percent, but a 13 percent decline from 2018, which brought him $12.7 million, according to the proxy statement filed by the department store company, which is holding its annual meeting on May 21. In 2020 v. 2019, Gennette’s base salary declined 25 percent to $975,000 from $1.3 million, while the value of his stock awards jumped 59 percent to $7.0 million from $4.4 million. He didn’t receive any option awards in 2020, but did get one valued at $2.9 million the previous year and $2.8 million in non-equity incentive compensation, versus $919,800 in 2019.

At Nordstrom, whose annual meeting is scheduled for May 19, CEO Erik B. Nordstrom saw his total compensation in 2020 fall 18 percent to $5.6 million from $6.9 million, but last year’s pay package was still 27 percent higher than the $4.5 million received in 2018. His base salary fell 50 percent to $367,419, while stock awards were essentially flat at $1.6 million. Option awards totaled $2.7 million, up from $1.1 million in 2019. Although he did receive incentive pay of $708,591 in 2019, the chief executive didn’t receive any payment last year.

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Michael O’Sullivan, CEO of Burlington, which is holding its annual meeting on May 19, earned a total compensation package of $9.6 million in 2020, comprised of a base salary of $1.0 million, stock awards of $6.4 million and option awards of $2.1 million. O’Sullivan joined the company in September 2019. Previously, he was president and chief operating officer at off-price rival Ross Stores. His total pay package in 2019 was $31.8 million, which included base pay of $475,000 and stock awards of $16.5 million and option awards of $13.8 million. It’s not unusual for companies to hand out higher than usual stock awards and option awards the year a new executive joins the company, either as an incentive to jump ship or to make up for the lost awards.

The proxy for Gap Inc., which is host its annual meeting on May 11, says CEO Sonia Syngal saw her pay jump in 2020 following her elevation from a previous position as chief of Old Navy. A jump in stock awards pushed her total pay package to $21.9 million in 2020. when her base salary was $1.2 million, with stock totaling $17.2 million, options of $1.5 million and an incentive plan compensation of $1.8 million. In 2019, Syngal’s base salary was $1.1 million plus $2.0 million in stock awards and $1.6 million in option awards.