Viterra Inc. insiders, led by chief executive officer Mayo Schmidt, stand to pocket tens of millions of dollars from the sale of the company to a consortium headed by Glencore International PLC, according to securities filings.
Mr. Schmidt’s take would be an estimated $37.5-million, a combination of the value of his stock holdings and of the fully vested value of his outstanding options and incentive awards such as restricted and performance share units. That figure includes payments that would be triggered by the change of control of the company, in accordance with his employment contract: three times his $1.05-million annual salary and three times the average amount he has received in short-term incentive payments in the past three years, for another $2.8-million.
Three other senior executives – chief financial officer Rex McLennan, senior vice-president Don Chapman and Francis Malecha, chief operating officer of Viterra’s grain division – also stand to pocket a combined $20-million from change-of-control payments, vested stock and option awards and their shares in the company. At least five other senior officers each stand to cash in more than $1-million in share-unit incentive awards with the sale.
Viterra’s board includes Mr. Schmidt and 11 others, eight of whom would pocket more than $1-million each from the combined sale of their common shares and vesting of the deferred-share units they receive as partial compensation for board work.
Board chairman Thomas Birks, former president of Montreal jewellery chain Henry Birks and Sons Ltd., stands to receive close to $5-million in proceeds from his common stock and deferred-share units.
One of the few directors who would not cash in anywhere near that amount is Brian Gibson, senior vice-president of public equities with Alberta Investment Management Corp. He joined the Viterra board in November after AIMCo, Viterra’s largest shareholder, publicly pushed for an overhaul to its governance. For his few months of board work, Mr. Gibson’s 4,436 deferred-share units are now worth $72,085.
That pales in comparison with the profit Mr. Gibson’s employer stands to make from selling its 60.5 million Viterra shares. AIMCo began bulking up its holdings in Viterra three years ago, buying 28 million shares at $8 apiece through a public offering that Viterra used for its purchase of Australian grain company ABB Grain Ltd.
Based on public filings and historical share prices, it is estimated that AIMCo would clear more than $320-million in profits on the value of its investment in Viterra stock.