Chief operating officer Ray Rodriguez will be paid more than $17 million if the Univision Communications Inc. sale goes through and he loses his job, according to a company proxy filed Monday with the Securities and Exchange Commission.
Of that amount, $9.5 million is a severance payment, almost $7 million is from stock grants issued earlier this year and more than $600,000 is in yet-to-vest stock options.
Univision has also agreed to cover his tax bill if the payment triggers, as is likely, what the Internal Revenue Service considers “excess parachute payments.”
The company will also provide three years of benefits, cover Rodriguez’s legal fees help him look for his next job.
Rodriguez can trigger his own departure without actually being asked to leave if, among other reasons, Univision is delisted or even if his commute is lengthened by more than 50 miles.
The $17 million figure does not include what Rodríguez earned from selling the 1.35 million vested options already in his possession. Those options have been granted over the course of Rodriguez’s tenure at Univision.
The proxy filing does not specify how many of those options have a strike price below $36.25 per share and are thus available for sale. If all 1.35 million shares can be sold, then Rodriguez would earn an additional $48.9 million.he proxy was filed to help inform shareholders about the offer to buy the company.
Univision chief financial officer Andrew Hobson, corporate secretary Robert Cahill and general counsel Douglas Kranwinkle also stand to make hefty payouts if shareholders approve the sale. The three executives each approved the transaction as members of the board of directors.
As for rank-and-file employees, the buyers have agreed to keep benefits, salaries and severance payments at pre-sale levels for one year. They will also adhere to existing collective bargaining agreements.
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