‘Remember to vote!’ The CEO’s $14.3M pay at drug distributor AmerisourceBergen inspires dueling campaigns

As AmerisourceBergen prepares to face investors at its annual meeting Thursday, the pharma distributor is locked in a campaign battle with dissident stockholders over its CEO’s paycheck, after the company said it would shoulder a $6.6 billion loss to settle opioid litigation.

CEO Steve Collis, who also is board chair, was paid $14.3 million in 2020, a 26% increase from the previous year that included a $2.5 million cash bonus, according to securities filings. The payout was based on calculations that did not factor in the opioid settlement charge.

To some investors in the Chester County firm, it was a glaring omission — and they are urging fellow investors to send a message of rebuke, by voting against the company’s “say-on-pay” resolution.

“The company and its shareholders will take a hit for the worst write-off in the company’s history, totaling $6.6 billion in a settlement that will wipe out nearly a decade’s worth of the company’s total profits,” Connecticut state treasurer Shawn Wooden said in a statement. “The company’s board should demand greater accountability from its top executives, and certainly shouldn’t reward them with extraordinary compensation.”

Wooden and Rhode Island state treasurer Seth Magaziner are spearheading the vote “no” campaign as members of Investors for Opioid and Pharmaceutical Accountability (IOPA), a coalition of asset managers that oversee more than $4.2 trillion.

While say-on-pay votes are not binding on companies, they are not ones that companies want to lose, either. AmerisourceBergen, based in Chesterbook, has a decade-long record of winning support at 90% and above for its executive comp plans. Last week, the company circulated more materials to persuade investors that it made the right call.

Collis has served as CEO since 2011, presiding over a period when the company’s annual revenue has more than doubled — from $80 billion in 2011 to almost $190 billion last year.

The outcome of the vote is “particularly meaningful this year as management led the company through a comprehensive and effective response to COVID-19,” AmerisourceBergen said in a March 4 securities filing, under the heading “Remember to vote!”

In another letter filed with regulators last week, the board’s compensation committee said including litigation-related expenses to calculate pay “would not have been the appropriate approach.”

The company “has measures in place intended to ensure that its compensation policies do not incentivize unnecessary risk-taking,” said spokesperson Lauren Esposito, “which is why in fiscal 2020 AmerisourceBergen’s CEO received long-term equity incentive awards that accounted for nearly 70% of his total compensation.”

The performance metrics were designed to encourage executives to make decisions, “including those related to the ongoing opioid litigation,” without worrying that those decisions could affect their pay, she said. The goal is to “promote long-term value creation,” Esposito said.

Over the last several years, thousands of local governments and other parties have sued AmerisourceBergen and its two rival distributors, along with drug makers and pharmacy chains over the opioid epidemic. The suits claim that distributors did not uphold their responsibilities to flag suspicious orders, as prescription painkillers flooded communities across the country. The companies have denied wrongdoing.

At the same time, shareholders in the IOPA coalition have pressed firms in the opioid supply chain to create more oversight at the highest corporate levels. They have asked companies to produce reports on board oversight of opioid risks (which AmerisourceBergen did), as well as to split the role of board chair and CEO, for example. (AmerisourceBergen has said it will do so when Collis retires.)

“It’s our job to push them to see that they find better ways of doing what they’re doing,” said Tom McCaney, associate director for corporate social responsibility at the Sisters of St. Francis of Philadelphia. With “the distribution of opioids, there are people’s lives at risk.”

Last year, the International Brotherhood of Teamsters pushed a shareholder proposal on deferring executive bonuses to a vote at AmerisourceBergen — where swaying a majority of fellow investors can be challenging, because Walgreens Boots Alliance owns more than a quarter of the stock. The proposal was defeated, though it had high support excluding the Walgreens shares.

All three major drug distributors are now in talks with state attorneys general, including Pennsylvania’s Josh Shapiro, to pay a combined $21 billion under a proposed settlement. To reflect the estimated costs, AmerisourceBergen booked a $6.6 billion charge in its 2020 fourth-quarter financials. The company said it would recognize a “tax benefit” on the loss, taking the cost down about a billion, to $5.5 billion.

“We believe that this is an important step toward resolution, which would allow our business and our people to focus on performing our vital role in the healthcare system, which has been clearly on display during the COVID-19 pandemic,” Collis told analysts in November, according to an earnings call transcript.

IOPA members, however, seized on what they view as a disconnect between the loss and Collis’s compensation.

The “massive opioid charge is inexplicably swept under the rug when it comes to calculating executive awards,” Wooden and Magaziner said in a February filing.

Their position has backing from two influential firms that advise investors on how to vote, Institutional Shareholder Services and Glass Lewis, which both recommended voting against the payouts at AmerisourceBergen.

The Connecticut and Rhode Island treasurers waged a similar campaign against executive payouts at drug distributor Cardinal Health last fall. That initiative gained momentum, and captured about 39% of shareholders’ votes.

Members of Congress are also demanding answers from the big distributors about tax benefits and other aspects of the proposed opioid settlement. Letters to the companies, from the House Committee on Oversight and Reform, followed a disclosure by Cardinal Health that it planned to recuperate some losses from the opioid settlement by using a provision of pandemic-relief legislation. The financial maneuver was first reported by the Washington Post.

Esposito said: “AmerisourceBergen has no plans to use the CARES Act tax provision with regards to any opioid settlement costs.”

Committee members, who want a response by March 18, also asked AmerisourceBergen to identify any employees who were disciplined or fired for misconduct related to opioid sales, as well as for the company’s plans to make public internal documents it produced during the opioid litigation.

The company spokesperson did not comment on those aspects of the letter.