WeWork restructured twice in 2019 and each time it changed a big portion of its compensation plan for its cofounder Adam Neumann.
Neumann single-handedly controls the company. As such WeWork’s S-1 filing warns that the company doesn’t conform to typical good governance practices, such as having independent board members craft executive compensation plans.
A compensation expert says the cancellation of his stock options plan, replaced by something called “profits interests” are a source of concern and indication of “self-dealing” by the CEO.
The company flat out warns investors that if they don’t like the way Neumann is paying himself or running the company there will be little they can do about it.
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Coworking giant WeWork, now doing business as We, plans to become a publicly traded company.
One of the most bizarre parts, of many bizarre things in We’s S-1 form, is the compensation disclosure for WeWork founder and CEO Adam Neumann.
“It certainly raises concerns. It is one of many aspects of this S-1 that raises concerns,” says corporate governance and compensation expert Rosanna Landis Weaver from the non-profit shareholder advocacy group As You Sow. She called all the disclosures about We’s loans, payments and compensation to Neumann, “unsettling.”
We’s S-1 filing explains that cofounder CEO Adam Neumann has “an irrevocable proxy to vote” nearly all of super voting rights shares in the company, which carry 20-votes per share. (Most super voting shares at tech companies carry 10 votes per share.)
He also controls the voting rights over shares he doesn’t even own, such as the super voting rights shares owned by his cofounder Miguel McKelvey.
This means that he will control the vast majority of votes regardless of how many Class A shares the company sells to the public, at one vote per share. …read more
Source:: Business Insider