BlackBerry's Heins, Fairfax's Watsa and the $55 mln handshake

Thu Sep 26, 2013 6:56pm EDT
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By Alastair Sharp

TORONTO, Sept 26 (Reuters) - Months before Fairfax Financial Holdings Inc bid $4.7 billion for BlackBerry Ltd , Fairfax boss Prem Watsa played a role in securing a golden parachute worth as much as $55 million for the smartphone maker's chief executive, according to company filings.

Watsa, Fairfax's chief executive, joined BlackBerry's board in January 2012 and was one of three directors charged in March with reviewing the compensation of the Canadian company's chief executive, Thorsten Heins.

The three directors - Watsa, BlackBerry Chairwoman Barbara Stymiest and long-time board member John Wetmore - decided to boost Heins' basic salary and incentive bonus, as well as sharply increase the size of the equity awards that he would receive if he loses his job in the event of a takeover.

The new contract that Heins signed in May tripled his compensation to an estimated $55.6 million if there is a change of control at BlackBerry, up from $18.9 million previously, according to a securities filing on May 21.

To be sure, the $55.6 million figure is based in part on BlackBerry's share price in early March, and the stock has fallen by more than a third since then, which may mean that Heins' parachute would be worth less.

Still, Watsa's role in deciding Heins' compensation is drawing scrutiny from some pay experts after BlackBerry on Monday accepted a conditional buyout bid from a consortium led by Fairfax, a property and casualty insurer that owns almost 10 percent of the smartphone maker.

"(Watsa) was part of the committee that was negotiating this agreement. Did he anticipate that he would make some sort of offer to buy the company? I feel like that's unlikely, but it's impossible to know," said Joe Sorrentino, managing director at executive pay advisors Steven Hall & Partners in New York.

Sorrentino added, "The only concern I would have is since they structured his compensation equity award so that it all is granted at the beginning ... it is all getting captured in a change of control golden parachute, as opposed to if they did a more typical process" of granting equity awards annually.   Continued...