TD’s chief executive officer, Bharat Masrani, made a total of $10.3 million last year, down from $10.7 million in 2015, the bank’s proxy circular shows.

His direct compensation fell to $8.95 million from $9 million in 2015, a decrease of 0.6%. The remainder of Masrani’s compensation included stock options and pension.

While Masrani exceeded his performance targets for both his cash and equity incentives, the board justified his lowered compensation by citing year-over-year decreases in performance targets for his senior executive team. Further, customer experience results were also below target.

For 2017, the board approved an increase to Masrani’s target compensation to $10 million, including a base salary of $1.25 million.

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All but one of TD’s top-compensated executives received a material raise in 2016:

  • Riaz Ahmed, group head and CFO, TD Bank Group, made $3.6 million in 2016, up from $3.5 million in 2015
  • Colleen Johnston, group head, Direct Channels, Technology, Marketing, and Corporate & Public Affairs, TD Bank Group, made $3.4 million in 2016, up from $3.2 million in 2015
  • Bob Dorrance, group head, Wholesale Banking, TD Bank Group and chairman, CEO & president, TD Securities, made $7.8 million in both 2016 and 2015
  • Mike Pedersen, group head, U.S. Banking, TD Bank Group and president & CEO, TD Bank U.S., made $7.9 million in 2016, up from $7.7 million in 2015
  • Teri Currie, group head, Canadian Personal Banking, TD Bank Group, made $3.6 million in 2016, up from $3.1 million in 2015

Shareholder proposals

TD’s board recommended shareholders vote against seven shareholder proposals, including one asking that top-ranking executives get paid less in the case of major layoffs “in a spirit of internal equity.”

To that proposal, the board replied, “It would not be desirable to constrain the [human resource committee]’s discretion by reference to a defined list of circumstances triggering predetermined adjustments to compensation awards. Accordingly, the board of directors believes that the action proposed is not necessary or in the best interests of the bank and does not support this proposal and recommends that shareholders vote against it.”

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Gender diversity

TD’s board has a goal that women comprise 30% of its independent directors. This year’s nominees include 38% of the independent director nominees and 36% of all directors. The bank has women in at least 35% of its VP and above roles, with a goal of 40% by 2020. Currently, women are in 31% of executive officer positions.

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