The highest paid CEO of a Georgia public company last year wasn’t the boss at Coke, Home Depot, UPS or Delta Air Lines.
No, Georgia’s $21.7-million man leads a company that most people — including its neighbors in Norcross and Peachtree Corners — probably have never heard of.
Ronald Clarke’s compensation last year was so bountiful that it ranked him just behind the pay packages for the CEOs of Starbucks and Wal-Mart, the world’s biggest company by revenue, according to a recent analysis by Equilar, an executive research firm.
“People want to reward brilliance,” his wife, Leeanne Clarke, told me. (She was good enough to return my call when I thought I was leaving a message on her husband’s cell phone.) “He’s not your average CEO.”
Her husband is the 60-something-year-old chief executive of Fleetcor Technologies, which supplies fuel cards, toll cards and other credit card-like services for use by employees of companies and governments. It’s not a tiny operation: the company pulled in $1.83 billion in revenue last year from operations centered primarily in the U.S., U.K. and Brazil.
Most of Clarke’s 2016 take is in the form of stock and options that only pay off if the company’s financial performance and/or stock price do well enough.
Maybe it’s kind of cool that a guy at a not-so-giant company can make more bank than the leaders of Fortune 500 corporations.
Of course, it also might seem out of whack.
And this isn’t the first time Clarke has been noticed for his big pay.
Often the explanation for why chief executives are worth mammoth payouts from shareholders is that there is tight competition for leaders who are qualified to run really big corporations.
So, you might think that the CEO of Wal-Mart, a business with $486 billion in revenue last year, would make way more than a guy like Clarke, who ran a company with about .38 percent as much in sales. Or that Clarke’s compensation package wouldn’t be worth millions of dollars more than that of Muhtar Kent, who just left his post as chief executive of Atlanta-based Coke, a company with more than 20 times as much revenue as Fleetcor’s.
But CEO pay is a messy issue, and rankings don’t always turn out like you might expect. The bosses at Home Depot and UPS, Georgia’s biggest companies, didn’t even make the latest annual list of top 200 CEOs by pay, produced by Equilar with the New York Times.
Fleetcor’s executives may be especially sensitive on the pay issue. I called and emailed the company hoping to talk to Clarke or other officials there. Eventually, a spokesperson emailed that the company’s policy is to not comment on executive compensation.
Before then, though, I did get that call from Leeanne Clarke, who agreed to be quoted. She told me about how often during their 25 years of marriage she’s heard people praise her husband and his leadership and knowledge.
CEO pay is often an easy thing to attack, she said. Sometimes that’s justified with millions in pay going to some who “probably don’t know what they are doing.”
Pay, of course, isn’t just about whether a CEO is succeeding, but whether the value received is worth the compensation.
Three years ago Fleetcor’s own shareholders voted down a non-binding proposal to endorse the compensation packages of the company’s top executives.
That’s a big red flag.
Such advisory say-on-pay votes almost always pass by big margins at public companies. (At Fleetcor’s annual shareholder meeting later this month, shareholders will have another chance to vote on a say-on-pay proposal, which the company brings up for vote every three years as it’s required to do.)
UPDATE: Shareholders again said “No” to Georgia’s highest-paid CEO, for a second time voting down Fleetcor’s say-on-pay proposal at the company’s June 2017 annual meeting. They also called to have such votes every year instead of every three years. Ouch. How many times do you have to be told?
After the rough vote three years ago, the chairman of the Fleetcor board’s compensation committee asked investors about their concerns. His take away, according to a recent company filing, was that shareholders really weren’t peeved about how much the CEO made, they just wanted clearer disclosures and “some expressed concern over certain performance goals and the potential misperception that the performance measures were not challenging enough….”
Third in U.S.
Clarke’s compensation in 2015 was less than half as much as in 2016, as Equilar figured it. But Institutional Shareholder Services concluded that Clarke’s 2014 pay package made him “the third-most highly compensated CEO in the United States” at the time.
ISS, which uses its own methodology, estimated his compensation was worth $91.1 million that year. That was several times more than how the company valued it. In a report, ISS said Fleetcor’s valuation, while allowed under federal rules, was “uncommon and serves to obscure transparency for shareholders.”
Executive pay continues to morph, maybe in part because of greater shareholder scrutiny and federal requirements for say-on-pay votes. Companies have put less focus on cash bonuses and more on longer-term payouts that depend on continuing improvement in company performance.
Clarke has led Fleetcor for about 17 years, and the company has grown dramatically during that time. Its stock price soared in the years after it went public in late 2010.
Revenue and profits grew last year, and the company made a big acquisition. But the company’s share price and market value has stalled and even dipped over the last two years, while the broader market eventually saw growth.
Dan Marcec, a spokesman for Equilar, said when smaller public companies ultimately issue lots more stock to give to top executives, they face a greater risk of meaningfully diluting the value of existing shareholders’ investments. (The more shares there are, the smaller the ownership percentage each represents, suggesting they are worth less.)
That’s good to keep in mind. It’s all ultimately shareholder money before it makes it into a CEO’s pocket.
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