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Monsanto Company
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For Immediate Release
Scarlett Lee Foster, 314-694-2883, [email protected]
MONSANTO ANNOUNCES CHANGES TO COMPENSATION PROGRAM TO INCREASE SHAREOWNER VALUE
ST. LOUIS, March 12, 1998 - Monsanto Company has established a new
purchased, premium-priced stock option program for its senior executives that
only will have value to management once the market price of Monsanto's shares
has risen by more than 60 percent from a base of just over $50 per share.
"Two years ago, we put in place unique programs designed to provide
outstanding returns to shareowners before the company's management received any
financial gain from stock options. Those plans have produced the intended
results," said Monsanto Chairman and Chief Executive Officer Robert B. Shapiro.
"This new program is even more aggressive and is intended to focus management
on bringing shareowner value to a new level."
Details of the new plan were announced today in Monsanto's 1998 proxy
statement. Under this program, approximately 30 senior executives are eligible
to purchase premium stock options. These executives may invest between 10
percent and 50 percent of their base salary for the next two years in these
premium options.
The options cannot be exercised until the price of Monsanto shares
increases by 50 percent from the stock price on the grant date, which was just
over $50 per share. Thus, the options will have no value to management until
the market price of Monsanto shares has risen to more than $81 per share - the
cost to purchase the option rights plus the option exercise price of
approximately $75. The purchased premium options expire if the 50 percent
premium is not achieved in five years.
Those executives who choose to purchase premium stock options also will
receive in 1998 a grant of additional premium-priced options that also will
have no value to management until the stock price first increases by more than
50 percent, or reaches a price of $75 per share. Those managers eligible for
the program who choose not to participate in the purchase plan will not receive
options until 2000.
"This program is unique, first, because the options must be purchased,
and, second, because they only create value for management after the
shareowners are rewarded," Shapiro added. "We believe this type of
compensation plan is clearly more beneficial to shareowners than traditional
stock option plans. We're taking the necessary steps throughout the
organization to motivate everyone at Monsanto to create extraordinary returns
for our shareowners."
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Approximately 2,900 employees who are eligible for incentive
compensation will have 30 percent of their annual cash bonus withheld and
"banked" from 1998 through 2000. "Banked" amounts are adjusted upward or
downward based on meeting performance measures in all three years related
primarily to net income and Economic Value Added. The purpose of this program
is to encourage sustained performance against certain goals.
This group also received a performance stock option grant, priced at
just over $50, in February 1998 that does not vest unless performance goals are
met at the end of three years. The grants that typically would have been made
in 1998, 1999 and 2000 have been bundled into this one award and granted in
1998.
For the third consecutive year, options were granted to more than
19,000 people who don't participate in management incentive programs. Under
this plan, each person was granted 500 options in February 1998.
The compensation for Monsanto's board of directors also was revised in
conjunction with the spinoff of the company's former chemical businesses.
Board members now receive half of their annual compensation in stock options
and can elect to take the other half in any combination of additional options,
cash paid on a pro rata basis or deferred, or common stock, which also can be
deferred.
Retirement plans, retainers and meeting fees also were eliminated for
board members. A charitable contribution program for board members was closed
to new participants.
The board continues to have a guideline for stock ownership. Directors
are asked to own stock having a value equal to their annual compensation by the
fifth anniversary of their election to the board.
Approximately 30 senior executives also have stock ownership
requirements. The company's top management group - six executives including
the chief executive officer -- must own Monsanto stock at five times their base
salary. The other senior executives must own stock at three times their base
pay. Shares purchased under the stock purchase incentive plan count in
satisfying these guidelines, while unexercised stock options and shares held in
Monsanto's qualified benefit plans or as restricted shares - other than grants
to newly hired executives - do not. These stock ownership requirements must be
met by Dec. 31, 2000.
For those executives who have met the guidelines for stock ownership,
whenever a stock option is exercised, after tax payments are made, they must
retain at least 25 percent of the value of the net gain in shares that they
own. If an executive has not yet
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met the guideline, he or she must retain at least 50 percent of the value of
the net gain in shares that they own.
As a life sciences company, Monsanto is committed to finding solutions
to the growing global needs for food and health by sharing common forms of
science and technology among agriculture, nutrition and health. The company's
21,900 employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
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