Avon Products, Inc. (AVP) is struggling on many fronts, which surely factored into Coty Inc.’s unsolicited proposal this week to buy Avon for $10 billion, a bid that the cosmetics giant rejected as undervalued. Even beyond that, though, Avon’s FCPA woes in China continue, millions of dollars have been spent on the investigation and defense, and former CFO Charles Cramb (who became a vice chairman after his successor was hired), was ousted earlier this year as the investigation deepened. Avon is still looking to hire an outside CEO, and despite the bump to the stock price after the attempted takeover, Avon’s stock is still trading more than 19% lower than it did a year ago.
Despite all those challenges, one of the executives who is trying to keep the U.S.S. Avon upright in these troubled waters is its relatively new Executive Vice President and CFO, Kimberly Ross.
Last summer we footnoted the lucrative terms that Avon extended to Ross, whom it hired away from the Netherlands-based company Royal Ahold. Based on a couple of SEC filings that Avon filed before Ross started her new post (a summary of terms filed May 23, as well as her Offer Letter), we had an idea of what her compensation would be when she joined Avon later in 2011. But the proxy that Avon filed yesterday revealed her compensation last year was even higher than our estimate, primarily because some numbers weren’t quantified until later in 2011. The filing disclosed Ross’s total compensation in 2011 as $4,674,007.
The biggest chunk of Ross’s compensation came from $3.525 million worth of restricted stock. Per the terms of Ross’s Offer Letter, it’s no coincidence that she started her job on November 30, as opposed to a day or two later. By starting prior to December 1, Ross received a long-term incentive grant in 2011 and became eligible to participate in the 2011-2013 performance cycle. Had she started just a day later, her first award wouldn’t have come until 2012 and she would have participated in the 2012-2014 performance cycle.
Ross’s start date also favorably affected the vesting schedule for the one-time $1.8 million in restricted stock units that Avon gave her (which is included in the $3.525 million number). By showing up for work on November 30, the RSUs will vest 50% per year over two years. Had she started work just 24 hours later, she would have actually received $2.4 million worth of RSUs, but they would have vested 40% on the first anniversary of grant, 40% on the second anniversary of grant and 20% on the third anniversary of grant.
Since Ross only worked for a month in 2011, the Summary Compensation Table lists her pro-rated salary as “just” $69,863 (her base salary is $750,000 per year). Her bonus, meanwhile, was a comparatively hefty $922,708. Granted, we knew from Ross’s Offer Letter that Avon was willing to compensate her if she ended up forfeiting her bonus at Royal Ahold, and the proxy explains that was the case:
“This represents the first of two payments of Ms. Ross— bonus, a portion of which ($772,708) compensates Ms. Ross for the forfeiture of her 2011 annual incentive cash award that would have been paid by her former employer, pursuant to the terms of her offer letter.”
The reference to “the first of two payments” relates to Ross’s $300,000 sign-on bonus; half of that is reflected here, but the other $150,000 won’t be paid until she passes the one-year anniversary mark. The remaining $156,436 in Ross’s compensation represents how much it cost Avon to relocate her from the Netherlands to the United States, as well as a tax gross-up on that benefit.
Clearly, Ross has her work cut out for her. Maybe her decision to take the option for the stock to vest sooner, rather than later, was a wise one.
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