Activist investor David Winters’ fight with The Coca-Cola Company (NYSE:KO)’s board of directors over management compensation just received a new ally in the Ontario Teachers Pension Plan.

david winters

Pension plan to oppose Coke’s management compensation plan

The pension plan, which manages $140 billion for 180,000 public school teachers, owns 2.8 million shares of Coke, a 0.02% stake, and said it plans to oppose the company’s 2014 executive equity compensation plan.

Winters, fund manager of Wintergreen Advisors, had called the Coca-Cola’s executive compensation plan an “outrageous grab,” saying the company buyback program has been “hijacked” by management.  “The amount of money being transferred from the company to management is mind-boggling.”  Defenders of the plan claim the compensation is in line with other corporate compensation programs and is required to motivate the executives.

Taking 16% of company value based on one year performance

Winters argues the equity compensation plan to would give $28 billion, or 16.6% of the company’s outstanding shares, to management if they meet their 2014 performance targets.  The plan is being put before shareholders at The Coca-Cola Company (NYSE:KO)’s April 23 annual meeting.

“Unfathomable” compensation

“We can find no reasonable basis for gifting management 14.2% of the share capital of The Coca-Cola Company (NYSE:KO), worth $24 billion at today’s share price,” Winters said in a statement last week. “No matter how well a management team performs, it is unfathomable that they would require such astronomical sums of money to provide motivation.  Twenty-four billion dollars is a lot of money, by anybody’s standard.”

“The 2014 Equity Plan incorporates a number of ‘best practice’ and shareowner-friendly provisions, such as no re-pricing of stock options, no liberal share counting and ‘double-trigger’ change in control vesting,” Coca-Cola had responded.

Winters claims that The Coca-Cola Company (NYSE:KO) is engaged in an “informational shell game,” while Coca-Cola says Winters is taking their statements out of context.