Departing CEO Braly due to get $15M exit package

WellPoint Inc. is due to give about $15 million in cash, stock and benefits to former CEO Angela Braly on her way out the door, based on the terms of a separation agreement filed by the company Wednesday morning.

The payout could be more or less lucrative based on the company's future stock performance.

The Indianapolis-based health insurer announced Tuesday that Braly had stepped down as CEO after multiple investors had called for her ouster because of companywide mistakes and lower-than-expected profits.

Braly, 51, was the third-highest paid CEO in Indiana last year, behind Simon Property Group Inc.'s David Simon and Cummins Inc.'s Tim Solso. In 2011, she received salary, stock and perks worth $13.3 million. She received slightly more than that in 2010.

Forbes magazine ranked her the 182nd highest paid CEO in all of corporate America this year. Forbes also ranked Braly as the 24th most powerful woman in the world.

Braly's separation agreement allows her to remain an employee at WellPoint until Dec. 31. She will have no formal role with the company, but the agreement calls for her to be available if needed.

WellPoint’s board of directors will  use a search firm to find Braly’s replacement among internal and external candidates. The insurer will be led on an interim basis by John Cannon, WellPoint’s general counsel and secretary.

By staying until Dec. 31, Braly will receive more than the last four months of her salary and benefits, which are worth at least $400,000. She will also qualifiy for an annual performance bonus, which in 2011 totaled $1.9 million. And Braly will see a stock grant of 89,331 shares vest in December, which as of Tuesday was worth $5.1 million.

That stock award has only become more lucrative since news of her departure hit. WellPoint's stock climbed as much as 8.8 percent on Wednesday—the company's largest intra-day trading move in a year. It closed the day at $61.80, up 7.7 percent.

Lastly, Braly’s employment agreement promises a cash payout equal to double her $1.14 million salary and double her annual target bonus. She also will receive health insurance coverage for two years after her departure, an additional contribution to her retirement plan and other perks. In its proxy statement filed in April, WellPoint estimated the value of that package at up to $7.7 million.

In addition to the roughly $15 million exit package, Braly will receive another 51,400 stock options on Sept. 1. Those options were underwater as of Tuesday, but Wednesday's stock surge sent some of those options back into the money.

Braly’s separation agreement gives her one to six years to convert her vested stock options into WellPoint stock. It's not clear what time limit Braly faced before that agreement, but many companies require stock options to be exercised within a few months after an employee leaves. The value of Braly’s stock options, as of Tuesday, was $12.9 million.


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