Lawsuit Overview
Two Investors in Umpqua Holdings Corporation (NASDAQ: UMPQ) filed a lawsuit against directors and certain officers of Umpqua Holdings Corp in connection with the 61.1% increase in the CEO’s compensation from 2009 to 2010.
According to the complaint the plaintiff alleges that the board of directors breached their fiduciary duties owed to investors of Umpqua Holdings Corp. The plaintiff claims, among other things, that “the Umpqua board's decisions to increase CEO and top executive pay in 2010, despite the company's severely impaired financial results, were disloyal, irrational and unreasonable, and not the product of a valid exercise of business judgment”.
Umpqua Holdings’ shareholders recently expressed their disdain for executive pay packages by voting “no” on Umpqua Holdings Corporation's say on pay provision. Umpqua Holdings Corp. received 61.85% opposition against its pay practices at its April 19 annual meeting, according to a company filing.
In fact, despite the fact that shares of Umpqua Holdings Corporation (NASDAQ:UMPQ) rose from as low as $6.91 per share on March ‘09 to almost $12 in the end of March 2011 NASDAQ: UMPQ stock fell from as high as $19 in September ‘08, respectively $29.44 per share in Jan. ‘07. Additionally Umpqua Holdings Corporation reported a Net Loss of $153.37million in 2009.
However, Umpqua Holdings’ CEO and President’s pay rose from $2.3million in 2009 to $3.7million in 2010, the COO’s pay increased from roughly $707,000 in 09 to $1.5million in 2010, the CFO’s pay rose from roughly $365,000 in 09 to $879,000 in 2010, and the EVP, Senior Credit Officer’s pay increased from about $343,000 in 2009 to $897,000 in 2010. Additionally the EVP/Commercial Banking was given $137,326 for moving and relocation costs.
The plaintiff alleges that the defendants knew or should have known that increasing 2010 CEO and top executive pay from between 61.1% and 161.2%, despite the company’s negative 7.7% 2010 annual shareholder return, was unreasonably excessive and violated the Umpqua Holdings Board’s own pay-for performance executive compensation philosophy.
A Umpqua Holdings Corp’s spokesperson reportedly said the company plans to defend itself vigorously again the lawsuit and will file a motion to dismiss within a month.