Chubb Corp. shareholders opposed an $80 million golden parachute payment for Chief Executive Officer John Finnegan, who struck a deal to sell the insurer to ACE Ltd.
About 61 percent of voting shareholders said no to the pay packages for Finnegan and his deputies in the nonbinding, advisory measure, according to a filing Thursday from Warren, N.J.-based Chubb.
Institutional Shareholder Services Inc. advised investors to reject the golden parachute arrangement, which would include a $23 million tax reimbursement for Finnegan. He’d be eligible for the package if he’s terminated or voluntarily resigns because of a demotion after the deal is completed. The parachute would also include about $24 million in cash and $33 million in equity.
The excise tax reimbursement, which is also known as a gross-up, “significantly increases the overall cost of severance payments and is not justified by current market practices,” according to an Oct. 2 report from ISS.
Proposed packages for Finnegan’s deputies including Chief Financial Officer Richard G. Spiro don’t include an excise tax gross-up. Mark Schussel, a spokesman for Chubb, and ACE’s Jeff Zack didn’t immediately return messages seeking comment.
Finnegan “did create an awful lot of value while running the company,” Meyer Shields, an analyst from Keefe Bruyette & Woods Inc., said in a phone interview. “You could make the argument that compared to that, maybe the golden parachute wasn’t as golden as it could have been. Having said that, it’s still an eye-popping number.”
Chubb investors approved the plan to sell the company to Zurich-based ACE for about $30 billion in cash and stock. Finnegan, 66, will assist the combined company with integration and be an executive vice chairman once the deal is completed, the companies have said. Before the agreement was announced, he had disclosed plans to step down at the end of 2016.
The size of Finnegan’s golden parachute, which was disclosed in a Sept. 11 merger agreement filing, is an estimate based on Chubb’s average closing price during the five-day period following the deal’s announcement in July.