Grain merchant Bunge Ltd has sweetened compensation packages for top executives in the case of a takeover, according to the company’s regulatory filings, around six months after rebuffing an approach by commodity trading giant Glencore PLC.
Bunge and its rivals have seen profits fall as several years of oversupply in global grains markets have cut the trading margins that merchants can make for buying and selling corn, soy and wheat. Bunge has said conditions in the sector could trigger consolidation.
Glencore and Bunge struck an agreement that temporarily prevents Glencore from making a hostile bid, after Bunge rebuffed Glencore’s approach in May, according to news media reports.
Bunge has expanded to five from one the number of executives eligible for cash compensation if they lose their jobs without cause within two years of a takeover, regulatory documents filed this month show.
The packages amount to two years of salary and bonus and provisions for earlier payouts of outstanding equity awards, the documents show.
Previously, Chief Executive Soren Schroder was the only named officer in line for certain compensation if he was terminated without cause following a change of control at the company, according to filings.
The changes help retain executives and put Bunge in line with other firms, the company said in the filing. Bunge will make public the estimated value of the packages in its 2018 proxy statement, spokeswoman Susan Burns said.
Schroder would receive at least $24 million under his deal, according to company calculations in filings.
Chief Financial Officer Thom Boehlert became eligible for payouts under the changes, Burns said. Other executives covered in the agreements are Brian Thomsen, managing director of Bunge’s agribusiness unit; Gordon Hardie, managing director of Bunge’s food and ingredients business; and Raul Padilla, chief executive of Bunge’s business in Brazil, she said.
In January, Padilla will take up the newly created position of president of South American operations, as part of a restructuring plan that aims to reduce Bunge’s overhead costs by $250 million by the end of 2019.
Bunge’s new agreements could discourage executives from trying to derail an acquisition over concerns it would cause them to lose their jobs, said Charles Elson, a University of Delaware finance professor.
The change would indicate the company is preparing itself for any future bid, he added.
The new agreements also encourage executives to stay despite uncertainty about a takeover, said James Seward, associate professor of finance at Syracuse University.
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