2015 was a pretty good year for Interpublic Group, the holding company for McCann, FCB, Initiative and numerous other advertising agencies and marketing firms. It posted a 6.1% organic revenue gain (total revenues were $7.61 billion) and a double-digit gain in operating income. And CEO Michael Roth received a handsome pay hike for stewarding the positive results.
Roth received a 12% hike in total compensation to nearly $14.5 million, according to the company’s 2016 proxy statement filed with the SEC, and which was issued in advance of the company’s upcoming annual meeting. This year’s meeting is being held on May 19 in New York.
Nearly half of Roth’s compensation for 2015 was issued in stock awards ($7.1 million). He also earned about $5.5 million from the company’s incentive compensation plan for top executives. He also received a $100,000 base salary increase to $1.5 million.
The other top-5 earning executives at the company were: CFO Frank Mergenthaler ($5.6 million); EVP chief strategy and talent officer Phillippe Krakowsky, who added the title of chairman IPG Mediabrands earlier this year ($4.8 million); General Counsel Andrew Bonzani ($2.4 million), and Controller and Chief Accounting Officer Christopher Carroll ($1.6 million).
The entire board of directors is up for re-election and IPG recommended to shareholders in its proxy statement that all 10 be re-elected.
Two years ago the company was at odds with activist investor Elliott Management, which had taken a 6.9% stake in the company and was pressing for greater shareholder value and reportedly threatened to put up its own slate of directors at last year’s meeting.
The two sides came to an agreement before that happened, and Elliott appears to be satisfied with the company’s recent performance. In February the firm reduced its holding in IPG to 4.8%, making an estimated $15.7 million profit on the sale.
Two shareholder proposals will be voted on at the annual meeting including a proposal to separate the chairman and CEO roles, now both held by Roth. In the proxy statement the company urged shareholders to vote “no” on the proposal, noting that shareholders have voted overwhelmingly against the idea at two other relatively recent annual meetings. The other proposal is for a mechanism for shareholders to propose the election of a limited number of alternative board members under certain circumstances. Among other things, IPG said the mechanism would be “disruptive” and urged shareholders to vote it down.