Compensation at Whole Foods Market

The following message from John Mackey was distributed to all Whole Foods Market Team Members on November 2, 2006.   To All Team Members,

The following message from John Mackey was distributed to all Whole Foods Market Team Members on November 2, 2006.


To All Team Members,

I want to announce a couple of significant changes regarding compensation at Whole Foods Market. First, as you know, we have a salary cap policy which limits the total cash compensation that can be paid to any Team Member. The Board of Directors has voted to raise the salary cap from 14 times the average pay to 19 times the average pay, effective immediately. Why is this change happening? We are raising the salary cap for one reason only—to make the compensation to our executives more competitive in the marketplace. With our tremendous growth and success there has been an explosion in interest from our supermarket competitors in virtually everything we are doing. From copying many aspects in the design of our stores to selling more organic foods of all types, other supermarkets are studying and emulating us in dozens of different ways in their attempt to compete more aggressively against us. One of their competitive strategies has also been to aggressively seek to hire several of the executive leaders in our company. Everyone on the Whole Foods Leadership Team (except for me) has been approached multiple times by "headhunters" (Executive Search Firms) with job offers to leave Whole Foods and go to work for our competitors. Raising the salary cap to 19 times the average pay has become necessary to help ensure the retention of our key leadership.  


This will be the third time we have raised our salary cap since we created one about 20 years ago. The original salary cap was set at 8 times the average pay. It was raised to 10 times the average pay in the early 1990's and raised again to 14 times the average pay in 2000. This increase to 19 times the average pay remains far, far below what the typical Fortune 500 company pays its executives. As you can see from the following chart, the average CEO received 431 times as much as their average employee received in 2004, while the Whole Foods Market CEO (me) received only 14 times the average employee pay in cash compensation.



Most large companies also pay their executives large amounts of stock options in addition to large salaries and cash bonuses. However, this is not the case at Whole Foods Market. As the chart below indicates, the average large corporation in the United States distributes 75% of their total stock options to only 5 top executives with the remaining 25% going to everyone else in the company (actually most of the remaining 25% goes to the next level of executives below the top 5). At Whole Foods, the exact opposite is true: the top 16 executives have received 7% of all the options granted while the other 93% of the options have been distributed throughout the entire company with all Team Members eligible for a grant after 6,000 hours of service to the company.



The second part of today's announcement has to do with my own compensation. While it has become necessary to raise the salary cap at Whole Foods to help ensure the retention of our key leadership, this is not true in my case. The tremendous success of Whole Foods Market has provided me with far more money than I ever dreamed I'd have and far more than is necessary for either my financial security or personal happiness. I continue to work for Whole Foods not because of the money I can make but because of the pleasure I get from leading such a great company, and the ongoing passion I have to help make the world a better place, which Whole Foods is continuing to do. I am now 53 years old and I have reached a place in my life where I no longer want to work for money, but simply for the joy of the work itself and to better answer the call to service that I feel so clearly in my own heart. Beginning on January 1, 2007, my salary will be reduced to $1 per year and I will no longer take any other cash compensation at all. I will continue to receive the same benefits that all other Team Members receive, including the food discount card and health insurance. The intention of the Board of Directors is for Whole Foods Market to donate all the future stock options I would be eligible to receive to our two company foundations — The Whole Planet Foundation and The Animal Compassion Foundation. In case there is some technical, tax, or legal reason why these stock options cannot be given to our two foundations, then I will retain future option grants and will pledge to donate 100% of the gain from those options to the foundations. This donation of future options received doesn't apply to the stock options already issued to me prior to January 1, 2007.


One other important item to communicate to you is, in light of my decision to forego any future additional cash compensation, our Board of Directors has decided that Whole Foods Market will contribute $100,000 annually to a new Global Team Member Emergency Fund. This money will be distributed to Team Members throughout the company based on need when disasters occur (such as Hurricane Katrina last year). The money will be placed in a special account and any money not distributed in any particular year will roll over and be added to the following year's contribution. We are still working on the exact way Team Members will be able to access this money. The first $100,000 will be deposited on January 1, 2007.


With Much Love,

John Mackey

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