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Friday, Feb 10, 2012 at 11:05 am by Michelle Leder
Florida firefighters take on Ralph Lauren…

Over the years, we’ve picked on Ralph Lauren (RL) a bit as we’ve found various examples of excess in the company’s filings. (See here for a car valued at $67,500 that was transferred to Ralph Lauren’s brother). And that’s just one example. Pretty much every one of their proxies has had a few pearls worth poking at (see here for one we found all the way back in 2006).

Like a number of public companies that have evolved from personal brands (Martha Stewart (MSO) and Steve Madden (SHOO), which Sonya footnoted last month are two that come immediately to mind), there’s a certain amount of — how can we put this politely? — co-mingling between the personal and the corporate that strikes us as a bit incestuous, not to mention downright tacky.

Despite this, Ralph Lauren stock has been on something of a tear, rising over 35% over the past year. That kind of performance often prompts investors to turn the other cheek when it comes to the type of largesse we’ve documented at the company over the years.

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Until now, that is. In the 10-Q that Ralph Lauren filed earlier this week, it noted that the City Pension Fund for Firefighters and Police in Pembroke Pines, Fl. (motto: to Protect and Serve Your Retirement) has filed a suit in New York State Supreme Court against the company’s directors and certain executives for “waste of corporate assets by the Company’s directors for permitting excessive compensation to, and alleged related party transactions with, the Company’s Chairman and Chief Executive Officer and certain other executives, and unjust enrichment by these executives”. The filing goes on to note that:

The Plaintiff seeks damages on behalf of the Company in an unspecified amount sustained from the alleged breaches of fiduciary duty and waste of corporate assets and seeks disgorgement of excessive compensation and benefits of related party transactions. The Plaintiff also demands it be awarded the costs and disbursements of the derivative action, including reasonable attorneys’ fees.

The lawsuit was filed in November and was picked up at the time by Courthouse News Service, which monitors courts for news-worthy suits. But this is the first time that this is appearing in any of Ralph Lauren’s filings. In the 10-Q, the company doesn’t give an estimate for damages and says the company and the defendants sought dismissal of the case on Jan. 12.

While there’s no discussion in the filing on who’s footing the bill for fighting this lawsuit, the company does note in a different section of the filing that its SG&A expenses climbed by over 15%. While legal fees are not specifically broken down, the filing does make clear that they’re included in this number.

Given the heady performance of the stock, other investors may be more than happy to sit on the sidelines and see whether the Florida firemen and police or the Bronx prepster ultimately prevail.

Image source: firefighter via Shutterstock

Over at footnotedPro, we’ve put out four reports in the past week.  We’re at the beginning of filing season and the actionable disclosures are coming in fast and furious. For more information or to inquire about a trial subscription, email Todd SerpicoFind out what you’re missing in the filings.

Thursday, Feb 9, 2012 at 10:33 am by Theo Francis
More money for meetings (and drugs for free)…

AmerisourceBergen (ABC) is one of those companies in your life that you may never have heard of: It distributes prescription and over-the-counter drugs, brand names and generics, home health-care supplies and much, much more. It’s big — the company’s market-cap is over $10 billion, and its revenues in the fiscal year that ended September 30 were more than $80 billion.

But the company caught our attention this week because its directors decided to give themselves a big raise, as laid out in an exhibit to the 10-Q the company filed on Tuesday morning. It seems to be that time of year: We’ve been seeing a number of boards giving themselves big payouts of various kinds, including the recent decision at Google (GOOG) to double director stock grants.

Until January 1 this year, non-employee directors at AmerisourceBergen got a modest annual cash retainer of $60,000. That’s now jumped to $100,000 — a 67% cash raise (though directors may opt to take 50% or more of it in equity). Chairman Richard C. Gozon will get $150,000 instead of the $90,000 he was getting, also a 67% bump.

Wednesday, Feb 8, 2012 at 10:56 am by Sonya Hubbard
Slicing into an employment agreement from Coventry…

Employment agreements are like cooking – a combination of science and art that result in a dish that some may find tasty (executives) while others (perhaps investors) find a little harder to swallow.

Consider, for example, the new Amended Employment Agreement that Coventry Health Care, Inc. (CVH) just gave to its chief executive, Allen F. Wise; the agreement was filed with the SEC along with this 8-K on February 6. The agreement extends Wise’s job through December 31, 2013 and creates the possibility that he could be more than $15 million wealthier by the time the agreement ends.

Wise has a long history with Coventry. He joined the company’s board of directors in 1996 and served as president and CEO from October 1996 to December 2004, when he retired. Following that move, he was named Chairman of the Board in January, 2005. But within a few years, Coventry’s stock price fell by 75%, prompting the man who succeeded Wise as chief executive, Dale Wolf, to resign suddenly. Coventry’s directors asked Wise to come back and in January, 2009, he resumed his former role.

Tuesday, Feb 7, 2012 at 10:38 am by Theo Francis
Down $100 million, but not entirely out at Nabors…

Eugene M. Isenberg is getting a lot of attention — and deservedly so — for giving up the $100 million that his employer, Nabors Industries (NBR), owed him for naming another man chief executive of the company Isenberg had run for a quarter-century.

That give-back is remarkable, as with most things involving Isenberg, Nabors and compensation. But there are a few details that have been mostly overlooked in the coverage, including what could prove to be years of gainful employment for Isenberg and lifetime health-care for him and his wife. It doesn’t begin to add up to what he’s giving up, but it’s instructive nonetheless.

Isenberg, of course, has made a ton of money in his years running Nabors. From 2008 to 2010 alone, his total compensation came to nearly $109 million, almost all of it in cash, according to the company’s most recent proxy, filed in late April. His flat $100-million severance deal — triggered when the company named then-Chief Operating Officer Anthony G. Petrello to replace him as CEO in October, even as he stayed on as chairman — was a replacement for a richer, $264-million arrangement that triggered shareholder objections after it came to light. (The Wall Street Journal’s Mark Maremont laid out the whole scenario in a piece last fall.)

Monday, Feb 6, 2012 at 11:04 am by Sonya Hubbard
Has HP learned a lesson about time and money?…

After Hewlett-Packard (HPQ) filed its proxy on Friday, news organizations from coast to coast published articles about the compensation that CEO Meg Whitman and the other top executives received last year (see here and here).

Each exec got a total compensation package of $9 million or more; and we noticed that former chief executive Léo Apotheker got $30.4 million – a number respectably in the middle of our prior estimate of what he would walk away with. (See our post on the Worst Footnote of 2011 for details.) And yet (other than a nod in passing from CNNMoney here) another well-paid leader at HP largely escaped the compensation klieg lights.

That person is the executive chairman, Raymond J. Lane, who received equity awards and a little cash in fiscal 2011 that added up to nearly $10.65 million. Lane started out as simply a director, but his role quickly evolved into much more than that. His pay followed suit.

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