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Column: How Golden is This Parachute?

Chairman and other executives of NJ-based prescription management company stand to win big if they lose or leave their jobs after a proposed major corporate merger.

 

How many prescriptions could a company provide to needy people if it spent $39 million on such a cause?

More than a half million, at an average price of $72. Double that, if all the prescriptions were generic.

But instead of making such a charitable expenditure, a merged Medco and Express Scripts super-prescription benefit management firm proposes giving $39 million—$12.6 million of that in cash—to David Snow, the chairman and chief executive officer of Medco Health Solutions, Inc., should he not survive the merger, either on his terms or the new company’s. That’s according to a joint proxy statement filed last month by the Franklin Lakes-based Medco and Express Scripts of St. Louis.

As parachutes go, they don’t get much more golden.

Four other executives would get chutes just slightly less shiny, sharing almost $45 million.

The total cost to “retire” the five execs: $83 million. That could buy 1.1 million prescriptions at the 2008 average, the most recent data available from the Kaiser Family Foundation. Or, using Express Scripts’ data, 6.8 million prescriptions at the average 2010 co-pay of $12.15 for Express Scripts members.

That would be a whole lot of medical assistance to a whole lot of people.

Before you feel sorry for the executives who could lose their jobs in the merger, consider how much they make in a typical year. Snow’s compensation in 2010 totaled $16.4 million, $1.3 million of that in cash. The total represents a 22 percent increase from 2009. The other execs—the president and COO, the senior VP and CFO, the general counsel and the group president—received between $3.7 million and $5.9 million apiece.

And consider what all this means, or might mean in the future, to you.

Medco and Express Scripts are two of the three two largest companies managing prescription drug benefits in the United States. Last year, they reportedly handled more than 1.7 billion prescriptions. Undoubtedly millions of those were for New Jerseyans.

Their $29.1 billion merger reportedly would put the combined company in charge of a third of all the prescriptions written across the country. Right now, it is before the Federal Trade Commission for an antitrust review.

That has many groups, including those representing consumers and those representing pharmacies, worried.

Five consumer advocacy groups, including the publisher of Consumer Reports magazine, wrote in a letter last September to the FTC that the merger “will significantly reduce competition and, in turn, cause significant harm to consumers.”

But in a statement issued the same day as they testified before the U.S. House Committee on the Judiciary’s Subcommittee on Intellectual Property, Competition and the Internet, the CEOs of the two prescription managers said their merger would lead to “safer, better and more affordable pharmaceutical coverage.”

The U.S. Senate Judiciary Committee’s Subcommittee on Antitrust, Competition Policy and Consumer Rights has scheduled its own hearing for Tuesday at 2:30 p.m. The hearing is titled “The Express Scripts/Medco Merger: Cost Savings for Consumers or More Profits for the Middleman?” Both Snow and Express Scripts CEO George Paz are scheduled to testify. 

As the FTC review continues, stockholders in both companies are being asked to approve the merger in pre-Christmas votes on Dec. 21. Maybe the boards of directors chose this date thinking stockholders will be in a happy holiday mood? Or maybe that they’d be so wrapped up in Christmas preparations that they wouldn’t bother voting?

The companies are also asking stockholders to endorse the golden parachutes. But even if that vote turns out to be Scrooge-like, Snow and the other execs don’t have to worry about getting their presents: The proxy statement notes that “such compensation will be payable, regardless of the outcome of this advisory vote, if the merger agreement is adopted.”

As part of the federal healthcare reform, starting next year, health insurance companies that spend excessive amounts on administrative or other costs will be penalized and have to give money back to the people they insured. Federal regulators should keep that principle in mind, as well as the golden parachutes for executives, as they evaluate the Medco/Express Scripts merger.

Colleen O'Dea is a writer, editor, researcher, data analyst, web page designer and mapper with almost three decades in the news business. Her column appears Mondays.

  • Are multi-million-dollar payouts for retiring or fired executives fair?

    (Voting has been closed for this question)
    • Yes. Generous compensation is how you attract top talent to important positions.
        16 (21%)
    • No. No one's worth that much, especially in a down economy.
        58 (78%)
    Total votes: 74
  • Your vote will only count once. This is not a scientific poll. View Results Vote!
Do you support the merger? Tell us in the comments.

Mikey

4:38 am on Tuesday, December 6, 2011

This is just one of many reasons to expand medicare to cover everyone and relegate the insurance companies to a secondary role. They continue to take far more then they are worth.

Reply

Candice Aloisio

7:53 am on Tuesday, December 6, 2011

It never ceases to amaze me the level greed can reach. Shame on these companies that ultimately drive the cost of healthcare and insurance premiums into the atmosphere. No one person is worth that much. While we live in a capitalist economy, there are other industries that are regulated and I think there needs to be tighter controls on this one as well as the oil industry (another area of record-breaking profits in a depressed economy). The greed of a few destroys the lives of millions.

Reply

Michele Guttenberger

9:23 am on Tuesday, December 6, 2011

"The proxy statement notes that “such compensation will be payable, regardless of the outcome of this advisory vote, if the merger agreement is adopted."
Corporate greed is fully protected. How can this ever stop when laws and regulators turn their backs. Whatever laws or regulations we have to protect the shareholders and consumers gets ignored -Such as Sarbanes Oxley. Great informative article Coleen, I hope other Patch viewers read it. Sadly, I have a Medco plan and these are the very reasons why are Healthcare costs keep escalating. Someone has to pay for this privileged executive class.

Reply

Murlin (Monte) Lower

11:25 am on Tuesday, December 6, 2011

Since I am retired military and covered by Tricare, I have had both companies handling my prescriptions. Medco did an outstanding job and Express Scripts is acceptable. That said, no one is worth what is proposed and I truly believe, no matter what the executives say, competition will be adversely affected.

Reply

Rich Smith

5:49 pm on Tuesday, December 6, 2011

Because of my insurance I use Medco. Great service, no complaints. However, where does this end. Is this where all those Rx. Dollars that are supposed to be needed for “research” is going? This is a shame.

Reply

Chris in NJ

11:07 am on Friday, December 9, 2011

Another aspect of this story are the jobs going to be lost by Medco employees so that a few execs can get their windfall. The guys in the lower rungs helped make Medco a succesful company, but the top guys get the big payout. The rest get the boot.

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