Hydro One's part-time board members gave themselves $25K raises

The board members of Ontario power utility Hydro One voted to boost compensation for their own part-time jobs to $185,000 a year, at a time when the company's share price was falling, CBC News has learned.

Ontario power utility's board of directors already under fire for sweetening severance package for executives

David Denison has been the chair of the board of Hydro One since its privatization in 2015. He was previously CEO of the Canada Pension Plan Investment Board.

The board members of Ontario power utility Hydro One voted to boost compensation for their own part-time jobs to $185,000 a year, at a time when the company's share price was falling, CBC News has learned. 

This revelation comes amid Ontario's election campaign, where the hot issues include the price of electricity, executive salaries at Hydro One, and the Liberal government's 2015 move to privatize the former Crown corporation.

The raises are mentioned in an information circular provided to shareholders ahead of Tuesday's annual meeting of Hydro One in Toronto, but have not been reported in the media. 

The 13 regular board members each received $160,000 in compensation last year, half of it in cash, half in Hydro One shares. The board chair, David Denison, received $260,000, also split between cash and stocks. 

The document shows the board approved the following compensation increases (effective since Jan. 1, 2018):

  • $70,000 raise for the chair of the board (to $330,000).
  • $25,000 raise for regular board members (to $185,000).
  • $5,000 raise for directors who chair the audit and human resources committees (to $25,000 above their board compensation).

Mayo Schmidt is president and CEO of Hydro One. (John Woods/Canadian Press)

The board of Hydro One is already under fire for sweetening the severance pay of its top executives. CEO Mayo Schmidt would receive at least $10.7 million if he is fired in the wake of either government intervention with the company or a government move to replace the board.

The Ontario government retains 47 per cent ownership of Hydro One. The government, which appointed all the current directors in 2015, just before the company was floated on the Toronto Stock Exchange, ordered the company last month to revisit the executive severance plan. 

PC Leader Doug Ford is vowing to remove the entire board if he is elected premier on June 7, and order the new directors to fire Schmidt. The CEO earned $6.2-million in salary and bonuses last year, prompting Ford to dub him "Kathleen Wynne's $6-million man."

Wynne, the Liberal leader and incumbent premier, has defended the Hydro One privatization as necessary to raise funds to build new infrastructure and transit projects. 

NDP Leader Andrea Horwath's platform includes a promise to bring Hydro One back into public hands.

The job of the board of directors is oversight, leaving the day-to-day running of the company to its full-time executives. The directors prepare for and attend monthly board meetings. As part of their mandate, they are required to act "in good faith with a view to the best interests of the company."

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In the past year, Hydro One's share price has slid 16 per cent, from $23.02 on May 15, 2017, to $19.28 on Monday. 

The information circular for shareholders says the recommendation for boosting the board's compensation came from an independent consultant. The document says the consultant considered director pay at such companies as Air Canada, CN Rail, Rogers Communications and TransCanada Corp and took into account the "size, scale and complexity of Hydro One's businesses."

"The increase in directors' compensation will bring the Hydro One board closer to, but still below median of, this broader peer group," says the document.

Hydro One says the current crop of directors has "substantial expertise in the energy and legal sectors, consultancy and construction industries.

Hydro One's board of directors   

David Denison (chair)
Ian A. Bourne
Charles Brindamour
​Marc Caira
Christie J. Clark
George L. Cooke
Marianne Harris
James Hinds
Kathryn Jackson (not standing for re-election)
Roberta Jamieson
​Frances Lankin
​Philip Orsino
Jane Peverett
Gale Rubenstein

(all were appointed by the Liberal government in July 2015, ahead of the privatization)

About the Author

Mike Crawley

Provincial Affairs Reporter

Mike Crawley is provincial affairs reporter in Ontario for CBC News. He has won awards for his reporting on the eHealth spending scandal and flaws in Ontario's welfare-payment computer system. Before joining the CBC in 2005, Mike filed stories from 19 countries in Africa as a freelance journalist and worked as a newspaper reporter in B.C. Follow him on Twitter @CBCQueensPark