Toronto-Dominion Bank’s board really likes Bharat Masrani—so much that it has asked the group president and CEO to stay on beyond his anticipated term.
“Given his strong performance, and significant medium-term transformation initiatives that are underway, the board has requested, and Mr. Masrani has agreed, to be available to serve as CEO beyond 2020, the year in which his existing compensation arrangements anticipate retirement and when he would cease to accrue additional pension benefits,” the board writes in its letter to shareholders, which appears in the bank’s proxy circular released last week.
By way of compensation, TD has increased his pension cap and given him a one-time stock option award of $1.9 million.
The board also expressed its confidence through Masrani’s direct compensation, paying him 8% more in 2018 compared to 2017. He earned $11.7 million in direct compensation, which was $945,000 above his targeted amount.
Taking into account Masrani’s pension, perks and other compensation, he made a total of $15.3 million in fiscal 2018, compared to $12.4 million the year before.
His 2018 total comp is $2 million higher than that of Scotiabank’s CEO; Scotiabank is the only other Big Five bank to release its proxy circular so far. TD’s circular notes that it had the second-highest market capitalization of its peers for the period, while Scotiabank was third.
The other named executive officers in the circular also earned more in fiscal 2018:
- Riaz Ahmed, group head and CFO, TD Bank Group made total compensation of $4.3 million, compared to $4.1 million in 2017.
- Bob Dorrance, group head, Wholesale Banking, TD Bank Group and chairman, CEO and president, TD Securities, made $8.9 million, compared to $8.6 million in 2017.
- Greg Braca, group head, U.S. Banking, TD Bank Group, and president and CEO of the U.S. TD Bank, made $5.8 million, compared to $4.8 million in 2017.
- Teri Currie, group head, Canadian Personal Banking, TD Bank Group made $4.8 million, compared to $4.1 million in 2017.
Five of the bank’s 14 director nominees are women, or 36%. The bank also notes that three of the 12 executive officer positions are held by women.
TD is facing two shareholder proposals this year, which the bank advises voting against.
- A request that the bank stop financing and divest of projects that emit high levels of greenhouse gases.
- A request that the compensation committee disclose the equity ratio it uses in its compensation-setting process.
A shareholder withdrew two environment-related proposals after discussions with the bank.
TD will hold its annual general meeting April 4, 2019.