May 13, 2024
Four More Years Expected with Rondolat at Signify's Helm
Image credit: Midjourney illustration
Signify shareholders to vote on CEO re-appointment, dividends and corporate governance matters
Signify, the worldwide leader in lighting, is set to host its Annual General Meeting on Tuesday, May 14, 2024, at its headquarters in Eindhoven, Netherlands, with key agenda items including CEO Eric Rondolat's presentation on the company's 2023 performance and important votes on the CEO’s re-appointment, executive compensation, corporate governance and shareholder dividends.
Signify CEO Eric Rondolat will open the company’s Annual General Meeting with a comprehensive review of its 2023 performance, a challenging year that also saw significant market expansions. Despite a 14% annual decrease in earnings per share over the past three years and a 12% drop in revenue last year, the board is signaling strong support for Rondolat, proposing his reappointment as a vote of confidence in his leadership and strategic direction.
UPDATE: Signify shareholders approve all proposals at the AGM 2024
Rondolat, now age 57, joined Philips Lighting in 2012 and has outlasted all of his peers at competing firms over the past 12 years amid significant global lighting industry changes. During this period, when the "Big 3" lamp companies were rapidly developing their LED portfolios while navigating corporate spinoffs, OSRAM Sylvania rebranded as LEDVANCE in the U.S. and Canada. GE Lighting was sold in two parts, becoming Current, a portfolio company of American Industrial Partners, and the lighting arm of the smart home company Savant Systems. Six years ago, Rondolat led Philips Lighting's spinoff from Royal Philips, establishing Signify as the world's largest pure-play lighting company.
Rondolat's current four-year contract is set to expire tomorrow. This term was marked by significant challenges and undertakings, starting with global COVID-19 lockdowns and subsequent worldwide business hurdles, alongside the acquisition of Cooper Lighting at the onset of the pandemic, when Cooper was a $1.64 billion company.
Rondolat’s Four-Year Appointment is expected to be approved.
Following the board's December recommendation to reappoint the CEO for another four years, the vote at tomorrow's annual meeting is seen as a formality, with acceptance and adoption anticipated.
If Rondolat’s service contract is indeed approved, he will continue serving as a member of the Board of Management at Signify through 2028. According to the terms of the agreement, Rondolat's base annual salary will €985,223 ($1.05 million) — an increase of just 9% over his 2020 contract. This adjustment equates to a modest compound annual growth rate of just over 2% per year.
Rondolat's compensation package heavily relies on performance-based incentives. Each year, he will be eligible for an annual bonus targeted at 80% of his base salary, contingent upon achieving specific corporate goals. Additionally, Rondolat will participate in a long-term incentive plan, where potential rewards also scale up to 100% his base salary. This structure emphasizes performance as the primary driver of his potential earnings.
Rondolat's car allowance of €3,080 per month, while attractive, remains unchanged from his 2020 contract—no increase. Although not a major component of his compensation, an intriguing aspect of the contract is Rondolat’s participation in Signify’s Ambassador Program. This allows him to incorporate Signify products into his home, enhancing both his living environment and his firsthand experience with the company's offerings.
While significant, Rondolat’s 2023 compensation of €2.3 million ($2.4 million) is also quite reasonable compared to CEOs of other multi-billion dollar publicly traded companies. CEOs of comparably sized companies such as Motorola and Xerox earned $6.31 million and $4.29 million respectively in 2023.
Additional Meeting Topics
At the meeting, shareholders will also have the opportunity to vote on the remuneration report for 2023, which details the compensation policies applied to the Board of Management and the Supervisory Board over the past year. This vote, advisory in nature, reflects the company’s commitment to transparency and aligns with Dutch corporate governance practices.
The general meeting agenda also includes a proposal to adopt the financial statements for the year ended 2023 and a resolution on a cash dividend of €1.55 per share, which represents a five-cent increase from the previous year.
A significant portion of the meeting will focus on the company’s governance structures, specifically the implementation of the new Dutch corporate governance code. This discussion is expected to provide insights into how Signify plans to enhance its governance practices to meet evolving regulatory standards and stakeholder expectations.
In terms of board dynamics, the general meeting will see several other important votes:
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Shareholders will decide on the proposal to alleviate members of both the Board of Management and the Supervisory Board from liability for their actions in the fiscal year 2023. The purpose of this vote is to formally release these board members from legal liability for their management and oversight activities during the specified fiscal year – a common practice among Dutch companies and other global companies.
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The assembly will also address the composition of the Supervisory Board, with votes on the appointment of Jeroen Drost and the re-appointments of Rita Lane and Pamela Knapp.
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Additionally, the meeting will include votes on the compensation and remuneration policies for both the Board of Management and the Supervisory Board. These policies, last revised in 2020, have been updated to reflect current market conditions and the company’s strategic objectives.
This annual meeting will encapsulate a series of strategic decisions intended to steer the company towards sustained growth and increased shareholder engagement in the post-pandemic era.
With only about a third of its business in the U.S., Rondolat faces a global mission amid challenges such as inflation, ongoing supply chain disruptions, and business softness in key markets like China. As he is set to begin his fourth term, he will aim to navigate these obstacles, restore steady revenue growth and uphold the solid profit margins he has consistently delivered during his 12-year tenure as CEO of Signify
