For at least the third year in a row, Sears’ chief executive officer Edward S. Lampert kept his annual salary level at $1.
Sears Holdings Corp. filed its proxy, Form DEF 14A, with the Securities and Exchange Commission on Friday. Proxies include a compensation table for the key executives in a company.
For Sears, the report showed that Lampert, 53, earned a base salary of $1 as ceo, but picked up stock awards totaling $4.3 million to round out his pay package. That’s compared to a year ago when his salary was also $1, with stock awards totaling $5.7 million. In 2013, Lampert again received an annual salary of $1, and stock awards totaling $4.3 million. Lampert became chairman of Sears in 2005 when Kmart Holding Corp. merged with Sears, Roebuck & Co.
The proxy indicated that Lampert’s hedge fund, ESL Investments, owns 54.6 percent of the outstanding shares of Sears’ stock. Fairholme Capital Management owns 25 percent. Fairholme’s chief investment officer Bruce R. Berkowitz, 57, joined the Sears board this year.
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According to the filing, ESL and Fairholme hold key stakes in other entities.
At Sears Canada, ESL has a 45 percent interest in the outstanding common shares, while Fairholme holds an 18 percent stake. At Lands’ End, spun off from Sears in 2014, ESL owns a 54 percent stake in the outstanding common stock, while Fairholme’s holding is 10 percent. At Seritage Growth Properties, the real estate investment trust created last year from the acquisition of 235 Sears’ properties and Sears’ 50 percent interest in certain joint ventures, ELS holds 9.8 percent of the voting power and 43.5 percent of the limited partnership units. Fairholme holds 14 percent of the outstanding Class A shares and 100 percent of the outstanding Class C nonvoting common shares. Lampert is chairman of Seritage.
The proxy also disclosed that revenues received by Sears from Lands’ End in 2015 were $69 million for retail services and rent for Lands’ End Shops at Sears, participation in the Shop Your Way program and corporate-shared services.
Seven members of Sears’ board earned $60,000 in fees in 2015. One individual, Ann N. Reese, received an additional $10,000 for serving as chair of the audit committee. Two others, Berkowitz and Alesia J. Hass, were elected to the board in fiscal year 2016, so they did not receive any compensation for fiscal year 2015. Further, Berkowitz has requested to forgo any compensation for his service as a non-employee director.
Sears will hold its annual meeting of shareholders on May 11.