Tony Staffieri earned $31.52-million in total pay during his first year as the chief executive officer of Rogers Communications Inc. RCI-B-T, a figure that includes several one-time compensation items related to his promotion and the pending takeover of Shaw Communications Inc. SJR-B-T
Rogers gave Mr. Staffieri $10.70-million in salary, bonus, and stock awards the company described as being part of his normal annual compensation. The 2022 total also includes a one-time stock-option award, valued at $1.25-million, tied to his promotion.
He received another stock-option award, valued at $8-million, that he will ultimately receive only if Rogers meets certain undisclosed milestones on the first and second anniversaries of a completed Shaw takeover.
The total compensation figure, revealed in the company’s proxy circular to shareholders on Friday, also includes an estimate of $9.9-million in additional future lifetime pension cost, based in part on his increased pay after rising to CEO. Securities regulators require companies to include those estimates of future pension income in the total pay for the year the executive’s job changes.
The pay for Mr. Staffieri’s first year underscores the cost of the dramatic battle that captured public attention for months in 2021. Mr. Staffieri, who was previously the company’s chief financial officer, took over the top job, initially on an interim basis, in November, 2021, after a fractious boardroom contest unseated his predecessor, Joe Natale.
Mr. Natale walked away with $14.11-million in severance, bringing his total compensation for 2021 to $27.38-million. The previous year, Mr. Natale made $11.22-million in total compensation.
The dispute, which split the Rogers family that controls the telecom through its ownership of 97.5 per cent of the company’s voting shares, broke out when chairman Edward Rogers first attempted to replace Mr. Natale with Mr. Staffieri in the fall of 2021.
The move met resistance from the majority of the company’s board, including his mother Loretta Rogers and sisters, Melinda Rogers-Hixon and Martha Rogers, resulting in Mr. Staffieri being terminated instead.
The months-long boardroom brawl landed in court. After Mr. Rogers’s victory, his new board fired Mr. Natale, replacing him with Mr. Staffieri on an interim basis, before giving him the job in January of 2022.
Mr. Staffieri’s normal level of compensation of roughly $10.5-million, depending on the outcome of annual cash bonuses, is in line with BCE Inc. CEO Mirko Bibic, who received $10.59-million in salary, bonus and stock awards in 2022.
Telus Corp., which has not yet disclosed 2022 compensation, said CEO Darren Entwistle’s “direct” compensation – salary, bonus and stock awards – was $15.77-million in 2021. Mr. Entwistle has served in his role for more than two decades, and the company cites its long-term stock performance as one of a number of factors for his industry-leading pay.
Several other Rogers executives received significant pay increases after being promoted as Rogers made multiple executive changes. The pay increases came largely from the value of special stock-option grants similar to Mr. Staffieri’s, based on the undisclosed milestones on the first and second anniversaries of a completed Shaw takeover.
Glenn Brandt, who took over Mr. Staffieri’s former CFO role, received $6.07-million in total compensation, up from $890,669 in 2021, when he was senior vice-president of corporate finance.
Dean Prevost, who became president of Shaw integration, made $6.06-million in total compensation, up from $3.98-million the previous year, when he held the role of president of connected home.
Ron McKenzie, who was promoted from head of the business division to chief technology officer, saw his total compensation jump from $2.63-million to $4.83-million.
Mahes Wickramasinghe made $5.91-million in his first year as the company’s chief administrative officer after joining Rogers from Canadian Tire Ltd. Paulina Molnar, who served as interim CFO for several months but left the company earlier this year, received $2.35-million in total compensation, up from $1.96-million.
Toronto-based Rogers is still awaiting the final regulatory approval – from Industry Minister François-Philippe Champagne – before it can consummate its $20-billion takeover of Calgary-based Shaw. The companies are aiming to close their deal, which would see Quebecor Inc.’s Videotron Ltd. snap up Shaw’s Freedom Mobile wireless carrier for $2.85-billion, by March 31.
Mr. Champagne, whose department is reviewing the transfer of Shaw’s wireless licences to Videotron, has said that he will make his decision in “due course.”
Rogers did not indicate any further changes to its board in the proxy statement. All 13 of its current directors are standing for re-election. Alan Horn, a long-standing company director who served as interim CEO on two occasions, died earlier this year. His death followed that of family matriarch and company co-founder Loretta Rogers in 2022.