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Heinz CEO Bill Johnson should be thankful his company is not based in Switzerland

Heinz CEO Bill Johnson is lucky his company is not based in Switzerland. He is slated to get a $56 million payout if he is let go once the deal to sell Heinz to Warren Buffett’s Berkshire Hathaway and Brazil’s 3G Capital is completed. The referendum the Swiss held on March 3 eliminates such golden parachutes, and implements other curbs on executive pay, taking the power to make such decisions away from boardrooms.

In the US, it’s usually shareholders of companies, as opposed to lawmakers or the general public, who vote on such proposals. And shareholders have demanded more “say on pay” in the aftermath of the financial crisis. The Dodd-Frank financial reform legislation passed in 2010 obliges companies to give shareholders a vote on executive pay at all public companies, though the companies don’t necessarily have to do what the shareholders say.

Still, there hasn’t been a broad shareholder outcry. It’s mostly ailing firms that seem to pay their bosses outsized bonuses when the company is doing poorly that have come under pressure. In 2012, for instance, Citigroup shareholders voted against a $15 million pay raise for former CEO Vikram Pandit, saying he didn’t deserve it given Citi’s lagging stock performance.  That vote contributed to Pandit’s departure from the bank last October. Since then, Citi has announced plans to tie compensation to stock performance and return on assets.

But that kind of shareholder outrage is unusual. Institutional Shareholder Services, the biggest US proxy advisory firm (which gives shareholders guidance about how to vote on director nominations, M&A deals and other proposals), has recommended voting against about 14% of the compensation proposals it studied in 2012, compared to 12% in 2011. But at companies that are doing well, high pay isn’t really an issue; what shareholders most care about, not surprisingly, is the return on investment.

On that front, Heinz’s Johnson (with the help of activist investor Nelson Peltz, who is on Heinz’s board) has delivered. The company’s stock has doubled in value in the last four years. And that was before news broke about the Buffett-3G acquisition, which sent shares even higher. So Johnson likely doesn’t have to worry about shareholders shooting down his golden parachute.

And pretty golden it is, by the way. If Johnson gets his departure payout, sells his Heinz shares, and collects his deferred compensation, he would rake in a total of about $212 million.

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