We had already reported that LinkedIn founder Reid Hoffman would pocket $2.9 billion from selling his stock when Microsoft buys his company. But it turns out that CEO Jeff Weiner is not exactly going to be a pauper after the $26 billion deal closes, either.
In a filing with the U.S. Securities and Exchange Commission last week, LinkedIn confirmed that Weiner’s shares of his LinkedIn stock would be worth $138,267,471, thanks to Microsoft’s $196 per share, all-cash offer.
But for Weiner, that’s just the beginning. The filing contains details of his offer letter from Microsoft under a section that advises shareholders what possible interests directors and officers may have in the deal.
Naturally, the terms are complex. But by my calculation, the value of that offer could be as much as $88 million.
I ran my calculations by LinkedIn. Spokeswoman Julie Inouye responded in an email: “We aren’t going to comment further on this as the filing should cover everything.”
So, here’s what the filling says, and how I came up with the figure:
Starting annual salary: $815,000. Pretty straightforward.
“On-hire” performance stock award: $25 million. This award would be split over four periods between the closing of the deal and June 2020.
But…The letter goes on to say that Weiner could be awarded up to 250 percent of this target stock award, depending on various performance and incentive clauses. That knocks the potential value of the stock award up to $62.5 million.
Annual cash bonus: This is where the language of the letter gets a little muddy. The letter says the cash bonus is an “annual cash award target of 250 percent of salary earned during the fiscal year.” So, I think that means the “target” amount is 2.5 times his $815,000 annual salary, or $2,037,5000.
But…the letter goes on to say the “actual” cash bonus could be up to 200 percent of the “target.” So I think you have to double that potential cash bonus again to $4,075,000.
Annual stock award: This would seem to be separate from the “on-hire” stock award. The letter pegs this value at $4,250,000.
Performance stock award: The letter says the value of this target award is $4,250,000. But…it says Weiner could receive up to 400 percent of this award each year. Or $17 million.
Add it all together, and you get: $88.64 million.
Though these are not always apples-to-apples comparisons, Microsoft valued the package that Satya Nadella received when he become Microsoft CEO in 2014 at $84.3 million. In fiscal year 2015, he received compensation worth $18.3 million.
But in Weiner’s case, there’s more!
The letter notes: “In addition, Mr. Weiner will continue to be eligible for 2016 incentive compensation under LinkedIn’s Executive Compensation Bonus Plan, with adjustments to the performance metrics if the closing of the merger occurs before December 31, 2016.” That amount was too tangled for me to determine, but he’ll likely get some extra dough under the terms of his current compensation agreement with LinkedIn before the deal closes.
Now, you wonder: What if this all goes sideways, and Mr. Weiner is terminated without cause?
I’m glad you asked.
There is also the beloved “Golden Parachute” section of the filing.
If Weiner is canned before the deal closes, the filing says he stands to receive $19,992,131 in payments from LinkedIn. And if he is cut loose after the deal is closed, the filing says he would get $21.6 million from Microsoft.
That severance would be a tad under the $19.9 million in total compensation Weiner received in 2015 as LinkedIn’s CEO. Though it would be short of the $49.1 million in compensation he received in 2013 at LinkedIn.
Side note, in Microsoft’s last proxy filing, it said Nadella would stand to get severance of $20.6 million.
Again, it’s worth noting that a large chunk of Weiner’s package is tied to performance. So it’s far from guaranteed that he’ll get anywhere close to $88 million. On the other hand, history has taught us that compensation committees on corporate boards are not necessarily the toughest judges in the land.
This is also not to imply that Weiner was motivated by his potential pay package in pursuing a deal.
In any case, given that Hoffman controls a majority of voting shares, there isn’t a whole lot investors can do to protest or slow the closing of this deal, which the companies said is expected some time before the end of this calendar year.
But in addition to shelling out $26 billion, the size of Weiner’s hiring and severance packages, and how close they are to Nadella’s, shows you just how valuable Microsoft thinks LinkedIn will be to its future.
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