* Janus CEO Weil got $6.1 mln in 2011 - proxy
* Weil's pay down 40 pct vs 2010, ex $10 mln signing bonus
* Janus outlines pay reforms after failed "Say on Pay" vote
By Ross Kerber
March 1 Janus Capital Group cut
the pay of its chief executive sharply last year and put new
compensation guidelines in place after it lost a shareholder
"Say on Pay" vote, the Denver asset manager said in a proxy
filing on Thursday.
The move shows the pressure big companies like Janus can
face from the advisory votes on executive compensation that were
required by Congress after the financial crisis.
Janus board members cut the pay of Chief Executive Richard
Weil to $6.1 million in 2011 from $20.3 million in 2010, a
figure that included a $10 million signing bonus after he joined
the company from Pimco at the start of that year.
Excluding the bonus Weil's pay fell 40 percent last year, a
drop the company said was determined by factors including the
company's performance. The proxy filing says the compensation
committee took into account the shareholder vote at its annual
meeting held last April.
Proxy filings are the statements required to be sent to
shareholders before they vote by proxy on various company
Although the "Say on Pay" vote was only advisory, it made
Janus one of the highest-profile companies whose shareholders
voted against management in the contests mandated for most large
public companies by the Dodd-Frank financial oversight law of
Janus, and many other companies where management lost the
votes, have held meetings with shareholders and consultants in
hopes of getting shareholder backing in the upcoming proxy
season, where they can expect extra scrutiny.
Another company where investors rejected pay plans last year
was Hewlett Packard Co. In its proxy filing last month,
HP said it changed pay practices including for its new CEO
Margaret "Meg" Whitman. In 2011 she received $16.5 million,
almost entirely in stock options, the filing states.
Despite Weil's arrival, Janus has reported outflows of
investor cash from its funds every quarter since the middle of
2009. The outflows were driven both by the mixed performance of
the funds and its heavy reliance on the out-of-favor equities
Its shares were down 34 percent for the twelve months ended
Feb 29, compared with a drop of 13 percent for the Dow Jones
index of U.S. asset managers over the same period. The
company had $148.2 billion under management at the end of 2011.
In a separate statement filed to the Securities and Exchange
Commission on Thursday discussing the pay changes, Weil said
that "We take our fiduciary responsibilities to our shareholders
He added that "The evolution of our compensation program and
successful expense management reflect our commitment to serve as
responsible stewards of our investors' capital."
Among other things, the new plan will set part of Weil's
2012 pay according to Janus' operating income. It will cap his
future possible annual pay at $10 million, a figure that
previously was only a target. Weil also has given up a written
severance rights agreement, which had covered benefits prior to
a change in control.
The proxy shows deference to shareholders in other ways. It
offers an unusual defense of the $10 million signing bonus to
Weil, which Janus says was needed to convince him "to leave a
significantly larger annual compensation opportunity at his
former employer (Pimco) than what Janus could offer..."
In addition, the proxy includes a shareholder proposal
submitted by the pension plan of public-employee union the
American Federation of State, County and Municipal Employees. It
calls on the company to adopt a policy that its chairman be an
independent director according to the rules of the New York
Stock Exchange, part of a broader push by the union to encourage
stronger board oversight of companies.
Janus said its current chairman, Steven Scheid, meets that
definition, as does the independent director scheduled to
replace him in April, Glenn Schafer.
Still, Janus said its board of directors has decided to
remain "neutral" on the vote, and will study the non-binding