Janus Capital Group Inc. cut the total pay of its CEO, Richard M. Weil, by 70% and capped his potential annual compensation at $10 million in response to a negative say-on-pay vote last year, the investment management company revealed in its preliminary proxy statement filed Thursday with the Securities and Exchange Commission.
Some 58% of shares were voted against Janus' executive compensation in non-binding say-on-pay voting.
“Mr. Weil's total 2011 total compensation was significantly reduced to $6 million,” made up of a $500,000 base salary and $5.5 million of variable compensation, the statement said.
The change cut his total compensation by 70% from the amount reported in last year's proxy statement, or a 40% reduction from his total 2010 compensation if his one-time 2010 employment inducement award is excluded, the statement said.
Janus gave Mr. Weil a $10 million restricted stock award to induce him to leave as global head of PIMCO Advisory, a Pacific Investment Management Co. LLC unit whose services include providing customized risk and investment management expertise. He joined Janus in February 2010.
In addition, the pay reduction was “in recognition of total company long-term net outflows and investment performance challenges in our large gap growth strategies,” the statement said.
The compensation committee believes the $10 million cap on his annual total compensation “will provide him with a competitive and reasonable compensation opportunity, subject to performance,” the statement said. “This maximum amount was also chosen as it was Mr. Weil's target compensation level at the time of his hiring. Therefore, the prior target compensation is now a ceiling.”
Mr. Weil's “2012 pay mix will consist of 60% long-term incentive awards and 40% cash awards, including base salary,” the statement said.
Mr. Weil in a statement about the pay reduction said, “We take our fiduciary responsibilities to our shareholders very seriously. The evolution of our compensation program and successful expense management reflect our commitment to serve as responsible stewards of our investors' capital.”