
East Bay Business Times - October 22, 2004
Conway could get $64.2 million
Departed PeopleSoft CEO Craig Conway stands to gain far more than the $18 million severance package the company acknowledges. A Business Times analysis places the total at a minimum of $20.3 million and, if events turn in Conway's favor, as much as $64.2 million. A contract revision granted just 10 days before Oracle's hostile takeover bid in 2003 means Conway will profit even more if the deal he resisted so fiercely goes through.
Conway's take eclipses severance
By Eric Lai
Craig Conway is walking away from PeopleSoft Inc. with far more than his widely reported $18 million severance package.
The ex-PeopleSoft boss takes away cash, stock and unexercised stock options with a total value today of nearly $37 million, according to an analysis of PeopleSoft's Securities and Exchange Commission filings by the East Bay Business Times and Lafayette human resources consulting firm Syzygy Consulting Group. And Conway, who was dismissed as CEO by the board of directors on Sept. 30 in the midst of the Pleasanton software maker's 16-month battle with would-be acquirer, Oracle Corp., could pocket $64.2 million.
The value of that package - which includes 78,000 shares of common and restricted PeopleSoft stock, as well as more than 7.7 million stock options Conway has accumulated during the past five years - is based on Oracle's still-standing $21 per share offer for PeopleSoft. PeopleSoft shares closed Oct. 20 at $20.27.
But if PeopleSoft's share price rises, for example, because Oracle renews its previous $26 per share bid, the value of Conway's total takeaway from PeopleSoft would grow to nearly $61 million.
"That's not bad pay for doing a bad job," said David Broman, CEO of Syzygy. He says the severance package is the most generous he's seen among East Bay companies in several years.
Most media reports have put an $18 million figure on Conway's severance package. That's the number that PeopleSoft has quietly floated, although it is never stated outright in its SEC filings. PeopleSoft spokesman Steve Swasey would not comment for this story.
But according to the analysis by the Times and Syzygy, Conway's severance package is actually worth about $20.3 million today. That includes $3.2 million in cash from PeopleSoft immediately paying Conway two years' worth of salary and bonuses; $12.7 million in cash immediately paid to Conway for 650,000 shares of restricted stock that would not have vested until 2006; and 2.54 million stock options that had not vested as of Sept. 30 but are now given to Conway free and clear.
The accelerated vesting of stocks and options to Conway that would otherwise have returned to PeopleSoft was not part of the May 1999 employment agreement that Conway signed when he joined PeopleSoft as president, before ascending to CEO four months later.
Instead, these provisions were granted in a revised May 27, 2003, contract that was signed just days before Oracle Corp. launched its hostile bid for the Pleasanton software maker on June 6.
Broman attributes the rich payout to the headiness of the dot-boom era, when it was a buyer's market for up-and-coming CEOs like Conway.
"This severance package looks extremely lucrative in today's light, but at that time it wouldn't have made anyone roll their eyes," he said.
He also looks askance at the timing of the 2003 revision to Conway's contract just days before Oracle announced its bid.
"I can't think of any other motivation (for Conway) other than to further entrench himself in case of an acquisition," he said. "But anytime a CEO does that, it's usually for self-survival, not necessarily what's best for the organization."
"There's nothing there that is outrageous," said Jim DiBarnardo, an executive compensation expert at the law firm of Morgan Lewis Bockius LLP in Palo Alto. "If he's getting 24 months of accelerated vesting - that's not unheard of. Pro-rata acceleration of his restricted stock - that's not unheard of. Two times base salary and bonus - that's not unheard of. You can certainly find other CEOs getting more or less than this."
The key fluctuating value in Conway's personal wealth will be PeopleSoft's stock price and its effect on the 7.8 million shares and stock options - both exercised and unexercised - that he owns.
The bulk of Conway's options are "above water" - meaning that he can buy them at a price lower than today's stock price, thus granting him an immediate profit.
But Conway also has 3 million stock options given to him by PeopleSoft's board on Feb. 5, 2002, at $29.29 a share - which was what the stock was trading for that day. They remain worthless until PeopleSoft's stock rises to $29.30.
PeopleSoft did not say in its filings how long Conway will be able to hold onto his stock options before selling them. That's key: The longer that Conway can hold onto his PeopleSoft options before deciding to buy them or not, the more valuable they are, DiBarnardo says.
Broman said the standard for holding onto options is 3 months after an employee leaves a company. But because nearly 3 million of Conway's options were awarded before their final vesting date in 2006, it's possible that PeopleSoft will let Conway hold onto his options longer.
With nearly $16 million in cash immediately paid to him, Conway is sure to face a bigger hit from the IRS than normal next year. But that will be partly offset if Oracle buys PeopleSoft within a year; part of Conway's severance package provides for PeopleSoft to pay any excise tax Conway might face as a result of Oracle or any other company taking over PeopleSoft, said Broman. Based on a 20 percent excise tax rate on any income over three times his regular base pay, PeopleSoft would pay an estimated $3.5 million to the IRS on Conway's behalf.
That is another reason Conway, if he is not an inveterate Ellison hater but a true economic rationalist as he tried to portray himself in his last months in office, should now welcome an Oracle takeover. If Oracle raises its bid for PeopleSoft back to $26 per share, the value of Conway's entire take-away package jumps to $64.2 million.
In fact, if a $26 per share Oracle bid goes through, and Conway liquidates all of the stock and options that it would make sense for him to do, Conway would stand to reap nearly $127 million - minus what he paid to exercise those options.
"He should certainly be motivated now to see the deal go through," said Broman.
What Conway takes away from his five years at the helm of PeopleSoft is still dwarfed by founder and current CEO David Duffield's wealth. Duffield remains PeopleSoft's fourth largest shareholder overall, with 18.9 million shares worth $397 million today.
Conway Leaves Peoplesoft with $36.9 million today
| Craig Conway’s Severance Package | |
| 2 years salary and bonus | $3.2 million |
| Cash for 650,000 shares of Conway's restricted stock | $12.7 million |
| Number of stock option Conway gets from accelerated vesting | 2.54 million |
| Value of options today* | $4.4 million |
| Value of severance package today | $20.3 million |
| Value of severance package if Oracle raises bid back to $26/share | $27.4 million |
| Non-Severance Take-Away | |
| Total number of shares and options already owned by Conway | 4.9 million |
| Present value of those share and options* | $16.6 million |
| Value if Oracle raises bid back to $26/share | $33.3 million |
Total with which Conway leaves PeopleSoft today
$36.9 million
Total value if Oracle buys PeopleSoft at $26/share**
$64.2 million
* Based on $21/share
** Includes $3.5 million excise tax payment PeopleSoft will make on Conway’s behalf if oracle takover is complete within one year. Otherwise total value of package is $60.7 million.
Conway’s tenure by the numbers
| Gain in stock during tenure | 17% |
| Average annual revenue growth 1999-2003 | 11.7% |
| Net loss in 1999 | $177.8 million |
| Net profit in 2003 | $85 million |
| Average annual growth in software license fees | 11.7% |
| Average annual growth in higher-margin service revenues | 11.3% |
| Cash and equivalents at end of 1999 | $700 million |
| Cash and equivalents at end of 2003 | $1.4 billion |
Reach Lai at elai@bizjournals.com or 925-598-1405.
