John Chen’s final pay as BlackBerry CEO still too much for pained investors

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With the John Chen era coming to a close at BlackBerry BB-T, we can say that he made many millions of dollars less in pay than the company’s board intended. But given the stock’s performance over the last decade, aggrieved investors will say anything is too much.

Mr. Chen, CEO since 2013, will leave the company at the end of this week when his employment contract expires. As you may recall, BlackBerry hired Mr. Chen, known at the time for a turnaround of money-losing database and business services company Sybase Inc., to much fanfare, and even more money. BlackBerry valued his first-year compensation package at nearly US$85-million, driven by a massive grant of BlackBerry stock.

BlackBerry’s board awarded him another big package to stay at the helm as his five-year employment contract neared an end in 2018. The company valued the stock award, which this time included some performance conditions, at US$106.3-million.

This type of compensation is nearly always labelled “at risk,” suggesting the executive risks getting little to no payday if shareholders lose out. That isn’t quite what happened, however.

As is painfully known, BlackBerry shares are trading about 28-per-cent below the $6.75 TSX close the day Mr. Chen joined. (U.S. investors are down 45 per cent owing to the decline in the Canadian dollar over that period.)

You probably don’t need to know much else to be underwhelmed. But it helps to look at some comparable companies, in BlackBerry’s eyes, to see just how bad it is.

In 2014, after Mr. Chen was hired, BlackBerry told shareholders it had chosen a 17-company technology “comparator group” to look at when setting Mr. Chen’s pay. Of the 15 companies that survive today – three were acquired – BlackBerry joins Nokia Corp. and Xerox Holdings Corp. in losing about a quarter of its value since November, 2013. But the rest? The lowest return, 96 per cent, belongs to eBay Inc. Eight of the stocks have at least tripled. Broadcom is up more than 2,300 per cent.

Neelam Sandhu, BlackBerry’s chief marketing officer, said in an e-mail to The Globe and Mail Wednesday that “given BlackBerry’s pivot away from hardware to software, the comparator group from 2014 is not the right group to compare against when assessing the company’s performance over the past 10 years.” (I’m not sure a group of software-company stock returns over the last 10 years would make BlackBerry look better, however.)

Or, let’s choose another period and another set of peers: The BlackBerry comparator group of 2018, when Mr. Chen received his extension. Of those 15 companies, BlackBerry is dead last, having lost nearly 60 per cent of its value over the last five years. Only two other companies declined, by not nearly as much. Seven have doubled in value. Advanced Micro Devices is up nearly 400 per cent.

With numbers like these, you might think Mr. Chen would have almost nothing to show from his “at risk” pay for his time at BlackBerry. That would be wrong.

Mr. Chen sold more than 11 million shares from 2016 to 2022 for gross proceeds of US$98.9-million, according to trading records filed with Canadian securities regulators.

Just over US$21-million of that came in November, 2021. In January of that year, the “meme stock” craze saw BlackBerry shares quadruple to as high as US$28.77, then fall by half within four days, with no fundamental change in the company’s performance or business outlook. The jump in the share price, however, allowed three million of Mr. Chen’s five million performance shares to vest, or become usable, in November.

The company likely designed the plan with the assumption that the share-price milestones were steps on a ladder to an ever-higher stock price. Instead, they’re now down nearly 90 per cent from that high.

BlackBerry’s pay practices have led to a failed “say on pay” vote in 2022 and high negative votes for multiple directors, particularly BlackBerry board chairman Prem Watsa, the Fairfax Financial Holdings Ltd. FFH-T CEO who personally negotiated Mr. Chen’s extension.

However, Ms. Sandhu says that Mr. Chen made all of his stock sales in his entire tenure for the purpose of tax withholding. None of the sales were active trading decisions, she says. (Indeed, executives who get stock awards as compensation owe taxes when the shares vest, not when they’re sold – and Mr. Chen has had more than 22 million shares of BlackBerry stock vest over the past decade.)

If you accept the idea that nearly US$100-million has gone to the Canadian and U.S. governments over the last decade in taxes, that leaves Mr. Chen holding 10.4 million BlackBerry shares, worth merely US$37-million at current prices, as the total of his after-tax stock-based pay.

Why do I say it’s less than intended? Let’s consider a US$30 share price BlackBerry used as part of the incentive plan in Mr. Chen’s 2018 contract extension. That would have implied a near-tripling of the share price in five years – difficult, but not unheard of in the tech sector.

Had BlackBerry hit and stayed at US$30, the shares the company gave Mr. Chen as compensation over the past 10 years would have been worth US$710-million. And at a sustained stock price of US$30, BlackBerry would have added a special US$90-million cash bonus. That would have been a cool US$800-million, or US$80-million per year, for his service.

Given the state of BlackBerry now, that’s an alternative reality that borders on science fiction. In an October investor meeting, Mr. Chen said his upcoming contract expiration meant “It’s now time for me and the board to sit together and say what value I add, or had I ever added any value, or what value I add going forward.”

Shareholders who are poorer for holding BlackBerry over Mr. Chen’s tenure would argue he added no value. As for what value the board may have thought he could add going forward, the fact Mr. Chen is out of a job says it all.