How Did Oxy’s Bosses Get Paid a Bonus?

(Bloomberg Opinion) — There are a couple of ways of summarizing what’s happened with Occidental Petroleum Corp. since CEO Vicki Hollub went all-in on buying Anadarko Petroleum Corp. last year. One would be that the deal trashed Oxy’s relationship with shareholders and saddled it with too much debt, leading to chronic underperformance and, when disaster struck, a massive dividend cut. An alternative take might be:

Ms. Hollub enhanced the value of Occidental’s portfolio of assets through the Anadarko acquisition, which strengthened Occidental’s long-term value proposition.

That second one comes from Oxy’s preliminary proxy statement, filed this week.

Here’s a quick sanity check by way of a chart. See which of the two assessments most closely aligns with this set of squiggles:

One detects some uneasiness on Oxy’s part. It took the trouble to lay out “realizable” pay for executives in its proxy; the idea being that the actual value of stock-based awards plummeted with Oxy’s price. Hence, while Hollub’s headline total compensation for 2019 clocks in at almost $16 million, the company calculates its value as of March 24 was a mere $4.4 million. Salaries for 2020 have been slashed (although these typically account for only 10-15% of total compensation). Plus, the proxy discloses that Oscar Brown, the head of strategy who played a leading role in the Anadarko deal, is no longer with the company.

Clearly, Hollub’s pay package isn’t worth what it was a couple of months ago. On the other hand, compared with a shareholder who just had most of their dividend taken away, the CEO is still being paid to wait. After all, the board presumably expects Hollub to preside over some sort of recovery in the share price (and, thereby, connected stock-based awards).

Moreover, while realizable pay may now be worth a fraction of what it was when the board met in February, the more pertinent question is why was it worth so much in February? It was clear by then, even before the corona-crash, that Oxy’s gamble had inflicted big losses on shareholders and forced it to cut spending and growth targets. Total shareholder return in 2019 was negative 28% — worse than the sector, the market and the year before. Yet Hollub’s headline compensation rose by 13%.

Then there are bonuses, typically adjusted to some percentage of a target level based on company performance. Oxy’s percentage for 2019: 175%. As is usual with these things, that number derives from a Rube Goldberg-esque set of performance metrics and weightings. In this case, it was complicated further by being split between pre- and post-acquisition objectives.

Astoundingly, the executives were deemed to have exceeded expectations even more on the latter bit. Defined in exceedingly narrow terms, I suppose one could have argued back in February that, judged on things like realizing synergies or whatnot, the executives were hitting their marks. But context is everything, and the context here is a debacle. So perhaps stuff like realizing synergies should have been redefined as the bare minimum rather than bonus-worthy. Again, one detects a certain uneasy recognition of the dissonance here with the majority of Hollub’s bonus being paid in restricted stock units rather than cash.

Oxy isn’t alone in setting executive compensation at odds with investors’ experience (see this). The same day it filed its proxy, Whiting Petroleum Corp. filed for chapter 11. While this Bakken-basin fracker cited Covid-19 and the Saudi-Russian oil price war, it already had an underlying (and familiar) condition of rising leverage and weak or negative free cash flow. Announcing its bankruptcy, the company also disclosed bonuses for its top executives, approved just days before, worth $14.6 million. That is actually two-thirds higher than Whiting’s cash balance at the end of December.

Doug Terreson, an analyst at Evercore ISI who has been beating the drum on this misalignment for years, calculates that 15 CEOs of the integrated oil and exploration and production companies he covers were paid more than $2 billion in aggregate over the past decade. In exchange, shareholders netted a total return of zero, while the S&P 500 generated a positive total return of more than 250%. “This pay for performance disconnect has not gone unnoticed by the buy-side and is part of the reason why investors avoid energy stocks. The deck is stacked against them,” he writes.

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