The results are in for executive compensation for the Big Three automakers in 2022, and Mike Manley, who wasn’t an executive at a Big Three automaker in 2022, led people that were executives at Big Three automakers in 2022, including GM CEO Mary Barra, current Stellantis CEO Carlos Tavares, and Ford CEO Jim Farley. Manley received $56.2 million in compensation last year from Stellantis, according to Automotive News. Manley has been CEO of AutoNation, which is not an automaker, since late 2021.
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Manley’s payout was part of an agreement struck after the merger between Fiat Chrysler and Peugeot was announced, a tie-up later named Stellantis. Automotive News reported back then that Manley got what sounds like a sweet deal.
According to calculations by Automotive News Europe, Manley could receive up to 51.4 million euros ($62.7 million) as a cash retention award, based on his latest published base salary, the number of FCA performance share units and FCA restricted share units granted to him within his incentive plan and on the value of FCA’s share price on Dec. 30.
The Stellantis merger prospectus, issued in November, says that for both Manley and Palmer the cash retention award will replace the rights they had under FCA’s Equity Incentive Plan, with a “qualifying termination of employment, with accelerated vesting of all outstanding awards under the plan and severance payments as contemplated by their employment agreement as applicable,” in case of “certain changes in role following the closing of the Merger (including no longer serving as a member of the board of directors).”
The cash retention award to both executives is “payable on a specified date after closing of the Merger upon the satisfaction of certain conditions,” the prospectus says.
These are the provisions in the prospectus:
- With respect to Manley, the cash retention award will replace, effective as of the closing of the Merger, his outstanding FCA performance share units and FCA restricted share units, with such portion of the retention award calculated based on the value of such awards at the closing of the merger,
- replace certain other severance rights, with such portion of the retention award equal to one time his annual base salary, and
- provide a recognition award with a value equivalent to approximately five times his annual base salary.
This is, as they say, nice work if you can get it, though also pretty typical of executive compensation after a merger between two multinational corporations. Auto News also says that Manley got $13.5 million in compensation last year from AutoNation, so the next time you are out with Mike Manley be sure to leave him with the bill.
As for the others, Barra got around $29 million in compensation last year, according to documents filed with the Securities and Exchange Commission, while Tavares got $25.6 million and Farley got $21 million. Come to think of it, next time you are out with any CEO make sure they take the bill.