Skift Take

The Anbang investor group's last-minute bid nearly doubled the compensation Starwood executives will receive, if the new Marriott deal closes. Golden parachutes, indeed.

Deanna Ting, Skift

For Starwood’s top executives, one big benefit of the last-minute, unsolicited rival takeover bid from Anbang Insurance Group, J.C. Flowers & Co., and Primavera Capital is that they will take home a lot more cash and stock if or when the new merger agreement with Marriott is closed, and they are asked to bid adieu.

>>UPDATE: Anbang Raises Offer to Upset Marriott Bid

Marriott CEO Arne Sorenson already said as far back as December that the first job cuts would take place at the top to maintain the original $200 million in synergies or cost savings that would arise from the combination of both companies. Now that those synergies have risen to $250 million, to be achieved within two years after closing, it’s clear that much of those cost savings will come from job losses, primarily on the Starwood corporate side.

It’s simply par for the course for a merger/acquisition like this one, and one of the costs of forming the world’s largest hotel company. However, if you happen to be one of Starwood’s top executives, losing your job won’t be so bad, at least not with these golden parachutes, and they can probably thank Anbang and company for that.

Comparing the departure compensation packages they would have received, according to estimated amounts filed with the U.S. Securities and Exchange Commission (SEC) in December, with the ones filed with the SEC on March 25, it’s clear that Anbang’s intervention led to a bump in executive payouts for Starwood’s CEO Thomas B. Mangas; CFO Alan M. Schnaid; President of the Americas Sergio D. Rivera, President of Global Development Simon M. Turner, and EVP and Chief Information Officer Martha C. Poulter.

Presumably, these golden handshakes increased in amount not only because the new offer is worth more, but also to discourage Starwood executives from considering yet another unwanted takeover attempt (which is still entirely possible). It’s an attempt to keep them as objective as possible, theoretically, should another bid come in. The cash compensation to be collected by each of the named executives is in the millions, not including the equity and benefits (health and welfare, outplacement services, 401 (k) balances) they’ll also receive.

This is what the executives were estimated to receive with the original Marriott deal (see below):

Executive Cash ($) Equity($) Prerequisites/Benefits($) Total($)
Thomas B. Mangas 3,147,123 2,889,100 177,290 6,123,536
Sergio D. Rivera 3,357,727 3,834,766 183,351 7,375,844
Simon M. Turner 3,465,401 3,378,300 190,972 7,034,672
Martha C. Poulter 4,647,123 4,037,166 177,290 8,861,579

And this is what they will receive with the new Marriott agreement:

Executive Cash ($) Equity ($) Prerequisites/Benefits($) Other ($) Total($)
Thomas B. Mangas 4,289,678 7,623,639 237,290 – 12,150,607
Alan M. Schnaid 1,342,282 1,841,466 121,585 200,000 3,505,333
Sergio D. Rivera 3,410,482 6,651,947 186,350 – 10,248,780
Simon M. Turner 3,538,914 6,973,996 194,039 – 10,706,949
Martha C. Poulter 4,695,098 6,887,287 180,090 – 11,762,476

For Starwood CEO Mangas, the total of his golden parachute comes out to nearly $12.2 million — not too bad for someone who just became CEO in December. CFO Schnaid, who became CFO in December after serving as Senior Vice President, Corporate Controller and Principal Accounting, wasn’t named in the December filing, but he’s named in the new report.

With the new agreement, the biggest increases came in the form of equity, or the Starwood stock options and other equity-based awards held by the named executives that were outstanding and unvested as of March 15. They were also calculated on the assumption of a Starwood share price of $84.02. To receive the equity amount, the merger agreement has to close, and the executives have to leave in order to collect the money. These numbers don’t include equity made from the timeshare spin-off, either.

All of the executives will also receive two years’ worth of health insurance (18 months for Schnaid) and up to two years of job placement assistance worth up to 20 percent of that executive’s base salary. For CEO Mangas, that amounts to $200,000, for example. They can also receive any 401(k) balances forfeited as a result of termination, although all are fully vested. Schnaid will receive an additional $200,000 if the deal closes and he stays on for 60 days following the close.

Notably not mentioned in the list of named executives are interim CEO Adam Aron and former CEO Frits van Paasschen. Both will not receive any severance or enhanced benefits related to the merger agreement with Marriott.

In addition to approving the new Marriott deal, Starwood’s shareholders are also being asked to approve these golden parachutes. They have until April 7 to cast their votes, and by April 8, we’ll all have a much better idea as to whether or not Starwood’s top executives will take flight with their newer, bigger, and better golden parachutes.

Chronology of Marriott-Starwood-Anbang:

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Deanna Ting, Skift

March 28th, 2016 at 7:30 AM EDT

Tags: anbang, hotels, marriott, marwood, starwood

Photo credit: Starwood CEO Thomas B. Mangas. His total compensation nearly doubled after Marriott's counter-offer. Starwood Hotels & Resorts Worldwide

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