Access Midstream Partners LP paid three executives $93.6 million in cash -- more than any management team in the Russell 3000 -- after pipeline operator Williams Cos. Inc. (NYSE: WMB) bought control of the partnership last year, Bloomberg said March 10.
Mike Stice, who retired as CEO of Access Midstream in December, received $46.4 million, according to a Feb. 25 regulatory filing. Retired COO Robert Purgason received $31.1 million, and David Shiels, former CFO, received $16 million.
Williams, the fourth-largest pipeline operator in the U.S., bought control of natural gas transporter Access Midstream for $6 billion in 2014. That helped the partnership’s former executives cash out on a surge in domestic production of, and demand for, natural gas that Williams has called an “ongoing energy infrastructure supercycle.”
MLPs, which was Access Midstream’s structure, “are unique animals,” Kevin Kuschel, a director at Houston-based executive-compensation consultant Longnecker & Associates, said in a phone interview. “They aren’t subject to Say-on-Pay. They’ve got a little bit more free rein about how they structure their compensation programs.”
The cash figures include salary, bonus and a profit-sharing arrangement whose payouts accelerated after the deal, resulting in the biggest cash award to an executive team at a Russell 3000 company in the most recent fiscal year for which compensation data is available, according to data compiled by Bloomberg.
The plan gave the three executives certain percentages of Access Midstream’s quarterly cash distributions to investors if the payouts exceeded targets -- without an upper limit for how much could be earned, the filing shows. The plan also rewarded the participants if shares in the partnership rose in value.
The incentives were granted by Access Midstream in 2012 and 2010 and were scheduled to vest within five years of being awarded. They instead paid out last year when Williams Cos. bought control of the business and later merged it with subsidiary Williams Partners LP.
“Is it unique -- yes,” Kuschel said. “Generally you see more traditional bonus structures that have caps on them. But would I say that it’s unheard of? No.”
Tom Droege, a spokesman for Tulsa, Okla.-based Williams Cos. declined to comment beyond the filing.
Publicly traded companies that aren’t structured as MLPs must by law link executive awards exceeding $1 million to performance metrics to make them tax-exempt. Carol Bowie, head of Americas research at proxy adviser Institutional Shareholder Services Inc., said in a phone interview that the law has reduced the number of uncapped profit-sharing plans and caused many companies to put a limit on bonuses and stock awards.
Stice and Shiels retired from Access Midstream in December, and Purgason was named a senior vice president at the new company in January.
An MLP is managed and governed by its general partner, which usually owns 2% of the outstanding units. Outside investors, called limited partners, receive periodic payouts but have no voting rights.
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