Tim Cook's 2014 pay package dwarfed by new hire Ahrendts'

Apple CEO Tim Cook's total 2014 compensation of $9.2 million, while more than double his pay package the year before, was dwarfed by the $73.4 million awarded to one of his subordinates, retail chief Angela Ahrendts, regulatory filings revealed yesterday.

In a preliminary proxy statement filed Thursday with the U.S. Securities and Exchange Commission (SEC), Apple spelled out Cook's compensation for the period ending Sept. 27, as well as that for four other current executives: Ahrendts; Eddie Cue, who heads Apple's online efforts; CFO Luca Maestri; and Jeffrey Williams, chief of operations.

Cook received $1.7 million in salary, $6.7 million in a bonus, and $774,000 for sundry expenses, including Apple's contribution to his 401(k) plan, company-paid life insurance, $57,000 for vacation time converted to cash and a new entry of $700,000 identified as "security expenses."

That money, Apple said in the proxy statement, was spent to protect Cook, an unusual move by the company. "The company provides home and personal security for Mr. Cook because his personal safety and security are of the utmost importance to the company and its shareholders," Apple stated. "The company considers the security measures to be a reasonable and necessary expense for the benefit of the company."

Part-way through the year, Cook's salary was bumped up to $2 million from $1.4 million, while the others' base was increased to $1 million from $875,000.

For fiscal 2014, as for the year before, Cook and the others received the maximum bonus allowed. According to Apple, the company's net sales and operating income -- both which grew 7% -- exceeded the targets set by the board, triggering the bonuses.

Cue and Williams were awarded bonuses of $3.4 million atop their $948,000 salaries, both appreciably higher than in 2013, while Ahrendts and Maestri received smaller amounts because they entered their positions after the fiscal year began.

Including stock awards handed out in 2014, all four of Cook's underlings were paid more than the CEO.

That was especially true of Ahrendts, the former CEO of luxury retailer Burberry, who joined Apple during 2014. After taking the Burberry CEO spot in mid-2006, Ahrendts led a turn-around of the 157-year-old company, which had suffered from brand over-exposure and a resulting tarnish in the last decades of the 20th century.

Ahrendts was hired to run both Apple's retail store chain and its online sales outlets.

Including salary, bonus and stock grants, Ahrendts' total compensation from Apple for 2014 was $73.4 million, or nearly eight times Cook's.

Much of Ahrendts' package was in stock, and included $37 million worth of shares to replace the equity she had in Burberry before leaving for Apple, as well as another $33 million in what the proxy statement called "new hire RSUs," for "restricted stock units." It was essentially a signing bonus, but in future stock equity. Apple usually awards major new hires with similar deals.

"The New Hire RSUs were intended to encourage Ms. Ahrendts to join the company and to provide her with a meaningful equity stake in the company," the statement read.

Unusually for Apple, the company also struck a severance agreement with Ahrendts that runs until May 1, 2017, her third-year anniversary with the Cupertino, Calif. company. If Apple fires Ahrendts -- other than for cause -- or if she resigns "for good reason" she will be paid the remaining amount of her base salary for the time left in the three-year span.

Maestri, who was promoted to CFO in May, was the other new face on the top-five executive panel that Apple defined in the proxy. Maestri's total compensation for 2014 was about $14 million. Cue and Williams each earned approximately $24 million for the year in cash, bonuses and stock grants.

Each Apple executive, excluding Cook, was granted large stock awards in 2014 based on the company's performance during the year: Cue and Williams, for example, were given about $16 million worth each. Apple also changed its every-other-year equity plan for top-tier executives to an annual grant that will kick off later this year.

Those stock grants were at their maximum because of Apple's market performance during 2014. Apple uses a metric called "total shareholder return" (TSR), which is a combination of share price appreciation and dividends paid to shareholders, to measure its performance. For 2014, Apple's TSR was in the top 10% of the S&P 500.

Cook also benefited from Apple's high TSR ranking, since part of the vesting schedule for the massive grant given him in 2011 relies on the metric. Cook was handed the cache of shares when he assumed the chief executive role a month before co-founder Steve Jobs died.

Unlike in 2013, when Cook forfeited about $3.6 million in stock because of the company's weak TSR, all his at-risk shares vested during fiscal 2014. Those 280,000 shares had an on-paper value of $31.5 million at Thursday's closing price.

Altogether, approximately 1.4 million shares from the 2011 award and others vested in 2014 for Cook, with a value at vesting time of $145 million. If Cook held onto those shares, they would be worth $161.3 million at yesterday's market closing.

The proxy statement was issued in preparation for the upcoming stockholders meeting, which will be held March 10 on Apple's campus. Millard Drexler, the CEO of J. Crew and former CEO of The Gap, has said he will retire and not seek re-election to Apple's board of directors. Apple has not named a nominee to replace Drexler, who has been an Apple board member since 1999.


Gregg Keizer

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