After an Argo Group activist shareholder clamored for greater oversight of executive compensation for much of 2019, the investor appears to be finally getting its wish.
On Oct. 8, Argo disclosed that it has been subpoenaed by the U.S. Securities and Exchange Commission about executive compensation, and that its independent directors are reviewing its governance and compensation policies. Those actions could lead to changes to CEO compensation at Argo that investor Voce Capital termed as excessive, according to an analyst that follows Argo.
Outcomes could include “possibly more corporate governance changes and/or increased oversight on its executive prerequisites,” Christopher Campbell, a director at KBW Equity Research, told Carrier Management via email.
At the same time, Campbell noted that Argo’s board has already been pursuing reforms since the culmination of Voce’s activist campaign in late spring.
“Changes Argo has made since the activist campaign include planning to declassify the Board and reduce the Board’s size, increasing the LTI [long-term incentive plan] performance measurement period to 3 years from 1 year previously, and increased share ownership requirements for Board members and named executives,” Campbell said.
Campbell surmised that the SEC action does not appear to be immediately significant, except otherwise reflecting that “the Board is taking compensation issues more seriously.”
Voce in February had accused Argo of spending extravagantly on benefits including a corporate art collection and luxury home/corporate jet travel for Argo Group CEO Mark Watson, though Argo has consistently denied any wrongdoing.
Argo Chairman Gary Woods pledged after the company’s May annual meeting to work with shareholders to better understand their concerns about compensation. His comments followed a non-binding advisory resolution on executive compensation that earned just over 50 percent in favor, with nearly 49.5 percent against.