Mr Price Group has granted CEO Mark Blair a R32.931 million bonus in the year to 2 April 2022, in the form of an allocation in its group forfeitable share plan.
This took his total remuneration for the 2022 financial year to R56.5 million, an increase of 201% on the R18.8 million package in 2021.
The bonus equates to his total packages for 2021 and 2020, combined.
The group’s remuneration and nominations committee defends the so-called “Special share award to the CEO”, saying that the “CEO’s total reward (fixed and variable elements) was benchmarked in August 2020 against a comparator group of JSE-listed companies of similar size and industry”.
It adds: “The CEO’s guaranteed remuneration was between the 25th and 50th percentile of the market. Variable pay is a product of fixed pay which will have an overall impact on the CEO’s total reward.”
‘Excellent track record’
It further argues that: “The CEO has been in his position for three years and has an excellent track record, with the team under his leadership delivering good results under trying trading conditions that included Covid-19, lockdowns and civil unrest.”
“Hence the expectation is that the CEO be paid in line with the market/comparator group on a total reward basis.”
To remedy this, it decided to grant Blair a tranche of restricted shares that vest over a five-year period, instead of increasing his base pay.
It says “the shares are subject to a five-year holding period and are forfeitable in increments if his employment is terminated prior to the five-year period”.
“In line with company policy, the full award is subject to malus and clawback. The committee is of the view that this method of remuneration will align the CEO’s interests closer to shareholders than an increase in his TGP [total guaranteed pay].”
Peer group benchmarking
The remuneration report also notes that a benchmarking exercise on total remuneration was performed by PwC in April 2022. This, it says, included the 13 companies in the peer group: AVI, Bid Corporation, Clicks Group, Dis-Chem Pharmacies, Massmart, Pepkor, Pick n Pay Stores, Shoprite Holdings, The Foschini Group, The SPAR Group, Tiger Brands, Truworths International, and Woolworths Holdings.
It says “on an on-target basis, the CEO and CFO’s TGP is below the 25th percentile of the comparator group, however on a total reward basis the CEO is positioned between the 50th and 75th percentile of the comparator group, while the CFO is positioned above the 75th percentile of the comparator group”.
Blair’s annual basic salary is, like the group’s head office alongside the Durban station, a rather modest R5.957 million.
His total guaranteed package, including a R500 000 December bonus, is R8.4 million. He received a further R11.6 million in short-term incentives in 2022, with total long-term incentives (including the “special share award”) of R36.47 million.
Across the group’s Executive Forfeitable Share Plan (EFSP), share options, conditional rights, and share appreciation rights, Blair has long-term incentives with a fair value of around R90 million at the end of the financial year. Some of these awards date as far back as 2014.
CFO Mark Stirton received total remuneration of R12.593 million in 2022 (from R10 million in 2021).
Executive director Steve Ellis, who retired on 31 December 2021, received total remuneration of R4.5 million for the nine months.
Mr Price Group says it “considered a 5% increase on basic salary for all associates including executive directors and non-executive directors, except where benchmark adjustments were necessary”.
“For executive directors, the weighted average increase in basic salary was 7%.”