Barrick Gold Corp.'s executive compensation is raising questions again, a year after the Canadian miner overhauled its pay practices in the wake of criticism by investors.
Barrick recently disclosed a 36-per-cent pay hike in 2014 for chairman John Thornton, citing his work in revamping the board and developing a new strategy to bring the miner back to its early days when it had a healthy balance sheet and less bureaucracy. But the higher pay comes after a slide of more than 20 per cent in Barrick's stock price over the past year and additional writedowns booked by the company since Mr. Thornton became chairman last April.
"For a company that has not done much for shareholders in the recent year, it is not a good sign for the chairman to take those kind of raises," said Michael Sprung, president of Sprung Investment Management. Sprung Investment has a small position in Barrick. "They are drawing up plans to bring the company back to its roots. I would like to see them get there before they take that kind of compensation," he said.
Another shareholder commended Barrick for changing its overall compensation structure but said Mr. Thornton's pay was still an issue.
"When one considers both Barrick's recent operational track record and stock price performance it is a difficult argument to make that this level of compensation has been earned," said Robert Gill, vice-president and portfolio manager at Lincluden Investment Management, which has a small position in Barrick.
The issue of Barrick's pay arose at an investor lunch in Toronto this week, where the world's biggest gold producer sought to explain its new strategy and described how management and top Barrick employees would have their compensation tied to the miner's success.
At the lunch, an investor compared Barrick's executive compensation with two of the world's largest diversified mining companies, BHP Billiton Ltd. and Rio Tinto Group.
"If you look at BHP and Rio, your guys are far higher paid," said the investor, according to one attendee.
One of Barrick's executive vice-presidents responded with an explanation of how Barrick benchmarks its pay against its mining peers, said the attendee.
According to another attendee, Mr. Thornton then said Barrick's previous compensation plan, similar to that of the rest of the industry, did not build ownership in the company because executives get paid in share units that vest after three years.
"We are owners and shareholders. When our leaders have a significant portion of their personal wealth tied up in the company, their interests are one and the same," Mr. Thornton said, recalled the attendee.
Mr. Thornton, a former Goldman Sachs executive, was paid $12.9-million (U.S.) for last year. That includes $2.5-million in annual salary, a $2.5-million bonus and $7-million in long-term incentives.
Two years ago, a group of prominent investment management firms publicly announced they would vote against Barrick's pay practices, in protest of an $11.9-million signing bonus awarded to Mr. Thornton for joining Barrick as co-chairman. The vote was non-binding, but the controversy helped push Barrick to overhaul its board, governance and pay practices.
Regarding Mr. Thornton's latest pay package, Barrick said in a statement that its compensation committee "recognized Mr. Thornton's rapid progress in implementing a series of transformational initiatives at the company that are fundamental to Barrick's long-term strategy for delivering sustainable shareholder returns.
We have already seen the results across the business, with improved free cash flow generation, more efficient decision-making, a clear strategy, concrete initiatives to reduce debt and a whole new level of rigour when it comes to capital allocation."
Mr. Thornton, his executive team and other top Barrick employees are required to use their "long term incentive compensation" to buy Barrick stock – shares they will have to hold until they leave the company. Mr. Thornton has used the $7-million, his controversial signing bonus and his own cash to buy Barrick stock. He now owns 1.4 million shares.
William Mackenzie, who was part of a group of pension-fund representatives that Barrick courted after they complained about Mr. Thornton's signing bonus, said he was trying to put Mr. Thornton's pay increase into perspective.
"I am considering the stock he bought, and the money is not going into a Ferrari collection but into the business. I like that," said Mr. Mackenzie, a corporate governance expert who advises institutional investors. But, he added, "John is getting paid the big bucks right up front" before positive results are shown.
Shareholders will have a chance to cast a non-binding vote on Barrick's pay packages at the company's annual meeting of shareholders this month.