It looks like the jig may be up for Charif Souki, CEO of Cheniere Energy.
Souki was the highest paid CEO in the U.S. last year, according to a New York Times/Equilar survey published earlier this year. He was awarded $142 million in 2013, and he made $130 million on the vesting of prior awards of stock. Shareholders of the company were not pleased.
In a filing with the SEC submitted last Wednesday, the company revealed that 87.7 million shares had voted against the company’s executive compensation plan in a Say on Pay vote at Cheniere’s annual meeting on September 11. Only 76 million shares supported the pay plan. Not only that, but around a third of voting shares abstained from the reelection of every member of the board’s compensation committee.
Around 53 million of the total 164 million shares that voted opposed the reelection of David Kilpatrick, chairman of the compensation committee and, since 1998, the president of Kilpatrick Energy Group, a consulting firm to oil and gas companies; Vicky Bailey, president of Anderson Stratton International, LLC, a strategic consulting and government relations company in Washington, D.C; and private investor Keith Carney. Only Randy Foutch, who founded Laredo Petroleum, Inc., an oil and natural gas exploration and production company, received a lower protest vote, but he was only appointed in July 2013.
Cheniere had to delay its annual meeting from June to September due to a legal challenge against its pay policies. The challenge claimed that a majority of shareholders did not support the authorization, at the 2013 annual meeting, of an increase in the number of shares used to reward Souki and other executives; the very increase that made Souki the highest paid CEO in America (he received 6.3 million shares in February 2013).
Most of the time, shareholders vote against a company’s pay package when the firm is performing poorly. But Cheniere’s share price has climbed from $20.14 at the beginning of 2013 to around $84.57 today. These impressive returns were not enough to stave off the shareholder protest. While the status of the legal challenge is unknown, Cheniere cannot afford to ignore shareholder anger. In most cases, Say on Pay votes are not binding. But when shareholders vote down a pay package, companies will often sit down with major shareholders—which in Cheniere’s case includes Soroban Capital Partners and PointState Capital—and consult with them on how to change their pay practices. Needless to say, it’s unlikely that Souki will be treated to another massive stock award anytime soon.