Outgoing BlackBerry Ltd. chief executive officer Thorsten Heins could leave the company with about $16-million (U.S.) in severance payments and shares under the terms of a new employment agreement he signed with the company in April, regulatory filings show.
The company's latest shareholder proxy circular, filed in May, says Mr. Heins would have been eligible to receive as much as $55.6-million in severance if the company was sold and he was dismissed. But he is also eligible for a large severance payout – as much as $22-million based on March figures – if he is simply terminated with no sale of the company.
However, his final severance amount will vary from the March calculation included in the proxy circular because much of the pay comes from equity holdings, which have changed since the chart was done in March.
BlackBerry announced Monday it has ended takeover talks with Fairfax Financial Holdings Ltd., and said Mr. Heins is leaving the company. A company spokeswoman said BlackBerry could not comment on Mr. Heins's severance payments "at this time."
Under the terms of the severance agreement, Mr. Heins is eligible to receive two times his base salary – worth $3-million in total – as well as a portion of his annual bonus for the current year, based on his standard corporate and individual performance factors. As of March, that was estimated to be worth $2.8-million, but it is unknown what his bonus payout is currently worth.
The equity components of his severance are the largest piece, however, estimated at $16-million as of March.
Mr. Heins received a large grant of new share units in July, worth $33-million at the time. Under the terms of his severance agreement, he is only eligible to receive $5-million from that new grant of share units because he was terminated less than a year after they were granted.
Mr. Heins also has share units acquired previously, which are currently worth about $4-million based on BlackBerry's share price of $7.10 on Monday morning, and has 813,000 stock options, which are underwater and not exercisable based on the company's current share price.
Both the old share units and his stock options will continue to vest for 24 months, which means the final payout under his severance agreement will not be determined for two years.
He also owns 179,504 common shares, worth about $1.3-million based on Monday's share price.
Based on the current value of his common shares and share units, along with the $5-million payout for his new share units and his eligible salary and bonus payments, Mr. Heins could leave BlackBerry with about $16-million.
That total is not the final payout value, however, because his options and share units will not fully vest for two years and the final bonus amount payable is not yet known.
Concordia University business professor Michel Magnan, who specializes in executive compensation issues, said Mr. Heins's potential severance payouts are large even by CEO standards, and is surprising because he was not lured away from another company but was promoted from within.
"Sometimes you have to offer all kinds of sweeteners to attract somebody from outside to become CEO when the company is in trouble, but he was recruited from inside," Prof. Magnan said. "From that standpoint one could say this is somewhat unusual in terms of magnitude because he was there already and was already president of one of the key divisions."
Prof. Magnan said the high severance amounts are "more or less payment for failure" because Mr. Heins did not succeed with core business strategy and did not succeed in negotiating a takeover of the company.
"Maybe nobody could have done anything, but we cannot say that he saved the company," he said. "It's easy to comment afterward, but everybody talks about pay for performance, especially directors. Is that an illustration of pay for performance? It doesn't seem like it."