Bank's top executives poised to make millions on options
Senior executives at the Bank of Bermuda stand to make millions on bank options, in addition to an $11 million plus bonus package going to the top five executives in the bank's proposed sale to HSBC.
The imputed profit on 2.4 million in options still not exercised, calculates out to about $27 million between six executive officers and 26 additional senior management.
Proxy information released to investors last week showed that a significant number of Bank of Bermuda stock options were held by board members and senior executives. But the numbers were only given on an aggregate basis and do not show how many options nor the exercise prices for directors or senior executives individually. The bank has said it is its policy to only release aggregate and not individual numbers, despite the value this information may hold to shareholders as they consider whether or not to vote in favour of the bank's sale to HSBC.
Options, which normally may not be exercised until a specific period of time, will become fully exercisable and vested if the sale is approved by shareholders and regulators. The shares that directors and senior management reportedly held as of the record date for voting on the proposed sale ? November 24 ? stood at more than 2.5 million in options. Those options, with 112,552 held by directors and some 2.4 million by senior management, are exercisable at an average price of $35.59 and $33.92, respectively.
Broken down, the 32 members of senior management holding 2.4 million in options at an exercise price of $33.92 will make an imputed profit of $11.08 on each of their options, with the sales price standing at $45 per share.
At $11.08 on 2.4 million shares, the executives stand to jointly make an imputed profit of nearly $27 million, on their options alone.
In addition, the bank's five most senior executives ? CEO Henry Smith, COO Philip Butterfield, head of private client services Wayne Chapman, head of banking services Michael Collins and head of the bank's fund administration arm, Global Fund Services, Paul Smith ? are together due close to $7 million in cash and a further $4.7 million in HSBC shares if they reduce the bank's head count by 150 people, or by $12 million in salary costs, while at the same time retaining a significant number of specified "key" staff, in the first year after the sale.
Mr. Smith's bonus payment is not tied to the targets, and is to be paid when he leaves the bank, which is reportedly to be within the first year of the bank's take over.
Bank employees, who number about 3,000 throughout the global operations, stand to make much less on their options with staff holding just over 1.5 million in options. The average exercise price for options held by staff was not known, as proxy materials only revealed one average exercise price ? $40.57 ? which includes senior management's options.
As it is known that the average exercise price for senior management is significantly lower at $33.92, and relates to a much larger block of options, it can be deducted that the average exercise price for employee options could be significantly higher than $40.57.
The bank said the reason that employees would have a higher exercise price on their options was that the staff options plan had been in place for a shorter period of time, and that the market value of the bank's stock was higher when it was introduced for employees then when it was put in place for executives.
Everybody, including senior management, are reportedly enrolled under the same options plan. Employees were reportedly included in the plan some four or five years ago.
Although employee options will also become vested if the sale is approved, it will not make sense for the holders of those with an exercise price above $45, to act. In those cases, options ? referred to in the industry as 'underwater' ? can be rolled over into HSBC shares under an industry-standard conversion formula. Shareholders vote on the deal on February 16, with a minimum of 75 percent of one-third of the shares having to vote in favour for the sale to close.