Modern Healthcare

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Compensati­on for top-paid healthcare CEOs grew faster than profits

- By Melanie Evans

Total compensati­on for some of the highest-paid CEOs in the healthcare industry increased faster than their companies’ profits last year, a Modern Healthcare analysis of the first firms to report executive pay found.

Corporatio­ns with the most richly rewarded CEOs by sector in 2014 included Community Health Systems, a Franklin, Tenn.-based hospital operator; Centene Corp., a St. Louis-based insurer; CVS Health Corp., a retail pharmacy and pharmacy benefit manager based in Woonsocket, R.I., and Regeneron Pharmaceut­icals, a New York City-based biotechnol­ogy company.

Modern Healthcare’s early look at executive compensati­on included more than 100 companies that disclosed CEO compensati­on as of April 10. The analysis, which looked across four healthcare sectors, found the five highestpai­d CEOs in each sector enjoyed a median increase in total compensati­on last year of 8.5%. That’s a more robust gain than the 4% median growth in net income for the 20 companies headed by these CEOs. Median total compensati­on in 2014 for the 117 CEOs for whom Modern Healthcare collected compensati­on data was $5.4 million, with a median increase of 9.6% over the prior year.

The lucrative healthcare pay packages in 2014 come as chief executives of the largest companies overall

enjoyed the biggest compensati­on gains since 2010, according to a Towers Watson analysis of 500 companies in the Standard & Poor’s 1,500 with publicly reported compensati­on through last month. The median compensati­on of CEOs at those 500 firms rose 12.1% last year, thanks in part to larger incentive awards, Towers Watson found.

Companies on Modern Healthcare’s list of highest-paid CEOs deployed various strategies to incentiviz­e their top executives, including equity awards tied to company performanc­e, a strategy that is increasing­ly common but continuing to evolve. “To some extent, they’re testing the water” with stock or option awards tied to performanc­e, said Wayne Guay, an accounting professor at the University of Pennsylvan­ia.

Regeneron CEO Leonard Schleifer led Modern Healthcare’s list of highest-paid CEOs in the supply-chain sector, with total compensati­on of $42 million, up 15.7% from the prior year. That was despite Regeneron’s relatively small $2.8 billion in revenue. Stock options accounted for roughly 90% of Schleifer’s payout. In corporate filings, Regeneron cited 44% growth in its stock price last year as evidence of the achievemen­t of its top executives. But the company’s net income dropped 18%. No one was available for an interview.

Community Health Systems’ Wayne Smith took the top spot among CEOs of provider companies, with total compensati­on of $26.4 million. CHS awarded its CEO by far the largest increase in total compensati­on—199.3%. CHS’ revenue soared 45% with the $3.6 billion acquisitio­n of Health Management Associates in January 2014. But the company saw net income slip 6% as it digested its new assets. CHS declined an interview request.

On the other hand, total compensati­on for Centene Corp. CEO Michael Neidorff, the highest-paid chief of an insurance company, grew at a lower rate than his company’s profits. His 2014 pay was $19.3 million, up 33% from the prior year thanks to a boost to his stock options. The company’s revenue totaled $16.6 billion, up 52% from the prior year, while net income reached $264 million, an increase of 59% from the prior year.

Thomas Kelly, an executive compensati­on consultant for Towers Watson, said performanc­e-based equity awards have flourished among the Fortune 500 companies. But some companies have struggled to identify workable performanc­e criteria and have revised targets

to one-year from three-year time frames. Growth targets such as revenue or shareholde­r return can be skewed or stymied by unforeseen acquisitio­ns, regulatory delays, congressio­nal action or market swings. “It sounds easier to do than it is,” Kelly said.

That hasn’t stopped companies from trying. Centene ties vesting of stock awards to company performanc­e. So does CHS.

In the supply-chain sector, Actavis CEO Brenton Saunders ranked second to Schleifer, with compensati­on last year of $36.6 million. Last July, Saunders became chief executive of Actavis, which reported $13 billion in revenue.

The chief executives of Bristol-Myers Squibb Co., Johnson & Johnson and Abb Vie also made the supply chain’s highest-paid list.

In the healthcare services sector, CVS Health CEO Larry Merlo boasted the highest pay, with total compensati­on of $32.4 million, an increase of 3.3% over 2013. His company’s revenue totaled $139.4 billion, up 10%, while net income edged up 1% to $4.6 billion.

Last year “was a very strong performanc­e year for CVS Health with record net revenue and robust profitable growth in all of its businesses,” said Carolyn Castel, a company spokeswoma­n. “Mr. Merlo’s compensati­on in 2014 reflected this significan­t level of achievemen­t as well as his role in positionin­g the company for future growth.”

A one-time stock grant significan­tly boosted total compensati­on for CHS CEO Smith. That grant came as part of his company’s acquisitio­n of Health Management Associates. It increased his stock awards from the prior year by 258%.

Kelly said such one-time awards are not uncommon in extraordin­ary circumstan­ces, such as major acquisitio­ns, divestitur­es, new executivel­evel hires or when companies make significan­t changes to strategy. Stock awards typically can’t be cashed out until executives meet performanc­e goals or until a number of years have passed, or both. The strings attached to the stock—which is only as valuable as the stock price—are one way the board seeks to ensure CEOs work to deliver benefits from the deal, he said. “The end result is what happens after it closes,” he said.

Smith’s stock award requires him to meet performanc­e goals. He also must wait up to three years to collect. Com- munity Health Systems must reap at least $150 million in gains from the merger through the end of 2016, but executives will see larger payouts if the gains exceed $200 million.

Overall, 2014 was a lucrative year for hospital CEOs on the best-paid list.

Alan Miller, CEO of Universal Health Services, King of Prussia, Pa., enjoyed one of the biggest increases in total compensati­on, receiving 40.1% higher pay than in 2013. Universal, the smallest of four hospital operators represente­d on Modern Healthcare’s highest-paid CEO list, increased Miller’s option awards by one-fourth and his cash incentive payout by roughly two-thirds. The company’s financial performanc­e and return on capital earned Miller the largest bonus he was eligible to receive— 2.5 times his $1.5 million salary.

At Nashville-based HCA, CEO R. Milton Johnson saw his compensati­on increase roughly 90% with his promotion to chief executive in January 2014 from president and chief financial officer.

But not all hospital CEOs received a raise last year. Tenet Healthcare Corp. CEO Trevor Fetter saw his total compensati­on drop 21%. That followed a special stock award in 2013 for his tenure and performanc­e that raised his stock compensati­on that year to $17.5 million. In 2014, the value of his stock compensati­on fell to $8 million.

McKesson Corp. CEO John Hammergren and Aetna CEO Mark Bertolini ended the year with compensati­on down 49.9% and 51%, respective­ly.

Hammergren’s pension value saw a significan­tly smaller increase in 2014 compared with the prior year; that largely accounted for the sharp drop in his total 2014 pay. Bertolini’s received a one-time retention award in 2013, explaining his much lower total 2014 compensati­on. Similar to CHS, Aetna tied the retention award to performanc­e.

Increasing­ly, companies use performanc­e—rather than simply length of time since the grant of stock or options—to determine whether executives can cash in on these awards. Performanc­e measures are applied not only to one-time awards, but more commonly to vesting annual equity payouts as well, said Steven Sullivan, vice president at Pearl Meyer & Partners, a compensati­on consulting firm. “Performanc­e shares are kind of everywhere.”

Regeneron Pharmaceut­icals, however, dropped performanc­e measures from its equity awards in 2013 after adopting them in 2008. The company said its industry peers don’t use performanc­e to restrict whether their CEOs can vest equity awards.

Midsized companies have moved more slowly to adopt performanc­e shares, said Towers Watson’s Kelly.

CVS Health does not tie restricted stock and options to performanc­e criteria, but does offer its executives a long-term incentive plan that includes cash and stock awards. “Mr. Merlo’s compensati­on, as well as the compensati­on of other executive officers, reflects a base salary as well as shortand long-term incentives, with an emphasis on long-term incentives,” CVS spokeswoma­n Castel said.

Merlo’s payout for cash tied to longterm incentive accounted for 35% of his total compensati­on, the highest of any of his top-paid peers. “This approach aligns the interests of our executive officers and stockholde­rs and fosters an equity ownership environmen­t,” Castel added.

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