Not long after Mike Harris left the Ontario Premier’s Office in 2002, he embarked on a new career as a corporate director. Nearly two decades later, Chartwell Retirement Residences – Canada’s largest operator of retirement homes – has become his longest-running, and likely most-lucrative, part-time gig.
It might also become his most controversial. Chartwell, like many other operators of retirement and long-term care homes, is in the spotlight as COVID-19 kills thousands of Canadians, many victimized as the virus sweeps through their care facilities. This has amplified the concerns of elder advocates, who have long questioned deregulation of the long-term care industry and the proliferation of the for-profit model in retirement care. (Long-term care, specifically, is about 10 per cent of Chartwell’s business.)
As it happens, Ontario’s deregulation of the sector occurred during Mr. Harris’s “common sense revolution” of the late 1990s. And about a year after his premiership ended, he joined Chartwell’s board as its chairman.
Through Chartwell, Mr. Harris declined to speak to me for this piece. In a statement, Chartwell spokeswoman Sharon Ranalli said Mr. Harris’s government “undertook the largest reform and investment in Ontario’s history to expand long term care for the province’s seniors ... Mr. Harris’s drive and passion to provide great services and quality care to our aging population was one of the reasons he was asked to join Chartwell as Chair in 2003 and continues to serve in this capacity to this day.”
Here’s what has been in it for Mr. Harris: A review of Chartwell’s proxy circulars shows that over those 18 years, Chartwell has paid him about $3.5-million for his services, the bulk of it in Chartwell stock. It’s an average of roughly $200,000 a year for what is supposed to be a part-time job.
Those compensation numbers do not include dividends on his shares. For example, while Chartwell reported his board compensation as $229,500 in its proxy circular in 2019, stock-ownership records filed with regulators show Chartwell gave Mr. Harris shares worth $405,000 that year, when the dividends are included.
Mr. Harris must hold the shares until he leaves the board. All told, his holdings, which include shares purchased on the open market, are worth roughly $6-million today. The stock holdings “represent his personal belief in the value Chartwell provides to society and his confidence in Chartwell as a sound investment,” Ms. Ranalli said.
On several occasions from 2003 to 2014, Mr. Harris received a low-interest loan to purchase a total of roughly $600,000 in shares as part of a long-term incentive plan. Chartwell placed the shares in a special account, where the dividend payments on the shares were used to pay off the loan so Mr. Harris could own the stock free and clear. (In response to questions, Ms. Ranalli of Chartwell says these shares “are not compensation” and should not be included in his pay total.)
Also, from mid-2010 to 2019, Chartwell directors who chose to get their directors’ fees paid in stock, rather than cash, got a one-for-one additional company match – effectively doubling their pay. That meant that in each year of the plan, Mr. Harris received about $230,000 in annual compensation, rather than the roughly $115,000 in annual cash fees.
Ms. Ranalli says the company’s stock plans have created “alignment of participants with the interests of Chartwell and its unitholders,” and its outside compensation advisers have told Chartwell the company’s pay plans are “at or slightly below” similarly sized companies.
To focus too much on Chartwell, however, would overlook how Mr. Harris turned corporate-board work into a highly lucrative full-time career.
A review of corporate filings shows Mr. Harris has sat on at least 16 public- or private-company boards at various times in the 18 years since he left the premier’s job and made more than $14-million in compensation for his work. For several years, he sat on six or seven company boards and his total board income ranged from $1.2-million to $1.5-million annually. (In recent years, governance advocates have increasingly trained their eye on “overboarded” directors, who they felt couldn’t devote an appropriate amount of time to every board they sat on if they had four or more assignments.)
For several board seats, he collected more than $1-million in cash and stock over his tenure, including his current seat Canaccord Genuity Group Inc., held since 2004, and Colliers International Group Inc. He may also have received as much from EnMax, the City of Calgary’s utility, where he served from 2006 to 2017 and received total of nearly $800,000 in his final eight years on the board.
Mr. Harris’s history as a director shows that he likes to be paid in stock and stock options. That means that Mr. Harris has probably taken home even more than $14-million: Over time, as the stock has grown in value, he’s presumably sold shares after leaving boards (and when disclosure requirements no longer apply, making the numbers impossible to tally).
Some of the companies failed to assign any value to his stock options, thereby understating his pay at the time. In several cases at tiny public companies, the options expired unused, because the company’s stock simply didn’t do so well. One example: Route 1 Inc., a money-losing, TSX Venture Exchange-listed data-security company where he received a combined three million stock options soon after becoming chairman in 2009. Had the company boomed, it could have been his most lucrative directorship. Alas, all those options expired with no value.
But other directorships have been winners. Mr. Harris spent five years on the board of what is now known as Element Fleet Management. He received stock options initially valued at just under $400,000 – but when he left in April, 2015, the unrealized profits were about $1.5-million.
Previous to Chartwell, Mr. Harris’s most-lucrative public-company gig was Magna International Inc., his first board assignment after leaving office. He served as its chairman during the controversial period when Magna cashed out its founder Frank Stronach for more than $1-billion; the sheer number of meetings Mr. Harris attended helped his compensation range from $550,000 to $750,000 four years in a row.
Mr. Harris left Magna’s board in 2012, and he has a lighter load today than in his peak years of service. He turns 76 on Saturday, and he’s already been forced to offer his resignation at Canaccord because of its age-based retirement policy, an offer that Canaccord’s board has declined. But as Mr. Harris continues his golden years of gold-plated board service, he may decide the challenges will outweigh these very considerable rewards.
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