CEO set for $628m payout if takeover succeeds

Potash Corporation chief executive Officer Bill Doyle stands to receive US$445.4 million ($628 million) for his stock and options if BHP Billiton Ltd succeeds with its hostile takeover offer.

Doyle, 60, held 3.43 million shares and options as of February 19, according to a company filing. The CEO would also get termination payments should he leave following a change in the company's control.

If that had happened on the last business day of 2009, he would have received a US$28.1 million payment, the filing shows.

"I think we can safely say the payout would be the biggest we've ever seen," said Paul Hodgson, a Portland, Maine-based senior research associate at The Corporate Library, an independent research firm.

"There have been some substantial payouts, but most are much smaller."

BHP, the world's largest mining company, yesterday took its US$130-a-share cash bid directly to Saskatoon, Saskatchewan-based Potash Corp investors after the producer of crop nutrients rejected the proposal and said it was "grossly inadequate."

"We're not opposed to a sale of the company, but we certainly are opposed to someone stealing the company," Doyle said in an August 17 interview.

Potash Corp rose 91 cents to US$148.84 in New York Stock Exchange composite trading. The shares have climbed 33 per cent since August 16, the last trading day before Potash said it received an approach.

Former Exxon Mobil Corp CEO Lee Raymond got a US$351 million payout, the biggest to date, when he stepped down in 2005, according to figures compiled by The Corporate Library, which rates companies based on corporate governance and executive pay.

Ex-Pfizer Inc CEO Hank McKinnell's payout was the second- highest at $213 million after he was forced out in 2006, the data show.

"The vast majority of our executive compensation is tied directly to their ability to generate long-term value for the company's shareholders," Bill Johnson, a spokesman for Potash Corp, said.

Doyle's compensation in 2009 was US$9.7 million, including salary of US$1.1 million, US$1.7 million in stock awards and US$4.9 million in option awards, according to the filing. The February 19 total of his holdings included 467,764 shares. He has 467,609 shares, according to recent data.

"Investors would tend to agree that, in reviewing the 10-year history of the company, Bill deserves very high marks," Mark Gulley, a New York-based analyst at Soleil Securities Corp, said in a phone interview.

Doyle, a graduate of Georgetown University in Washington DC, became CEO in 1999 after 12 years in management roles at the company.

- BLOOMBERG