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Wednesday, May 16, 2012 at 10:54 am by Sonya Hubbard
Las Vegas Sands exec gets a sure deal…

There is at least one thing that the powers-that-be at Las Vegas Sands Corp. (LVS) aren’t willing to gamble on – the continued employment of Robert G. Goldstein, an Executive Vice President and the President of its Global Gaming Operations.

Goldstein has been with the company for a long time. His biography in the April, 2012 proxy discloses that he joined Las Vegas Sands in December, 1995, although he worked as the Executive Vice President of Marketing at the Sands Hotel in Atlantic City for three years prior to that.

Along with the 10-Q that the company filed last week, it attached an Exhibit – a letter to Goldstein dated March 1, 2012 – which set out his “Terms of Continued Employment.” Goldstein’s most recent employment agreement was just inked in January of 2011, and it wasn’t set to expire until December 31, 2012. The new letter from March extends the term of his employment to December 31, 2015 and makes a couple of important modifications.

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The most significant new term is that the company agreed to give Goldstein 375,000 restricted shares of stock. So long as the executive stays with Las Vegas Sands through the end of 2015, the letter promises that his equity award will vest 20% on December 31, 2013; 20% on December 31, 2014; and the remaining 60% on December 31, 2015. Obviously it’s premature to guess what this award will be worth to Goldstein by the time it fully vests in 3-1/2 years; however, at today’s stock price – even after a month-long slide that hammered the trading price by more than 17% – the award would be worth more than $18.55 million.

The other modification ensures that Goldstein will be flying high in style as he jets to Macao and wherever else he needs to go to keep the Global Gaming Operations division in winning condition. The letter states:

“You shall be entitled to travel First Class on all Company business trips during the Term. In addition, you can utilize aircraft of the Company or of its affiliates to/from Los Angeles or San Francisco in connecting to/from commercial airlines to/from Asia for business.”

This isn’t the first time that Las Vegas Sands has given Goldstein a document that renews the “Terms of His Continued Employment.” In addition to the 2011 letter agreement referred to above, we reported on an earlier extension in 2009. But the new letter agreement raises the stakes: Whereas the 2011 letter gave Goldstein 125,000 shares of restricted stock which will vest at the end of 2012, the new agreement triples that amount but also requires him to stay longer for the shares to vest.

It’s likely that the company wants to keep its seasoned veteran happy enough that he won’t jump ship since there’s so much riding on the prospect of striking it rich in lucrative casino markets such as Macao. (An article last month reported that gamblers in Macao spent $33.5 billion last year; by contrast, those in Las Vegas “only” spent $6 billion.) With so many millions to be gained just by staying put, we’d say that Goldstein’s prospects look pretty good, too.

Image source: Two dice for craps gambling game, via Shutterstock

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Tuesday, May 15, 2012 at 11:04 am by Theo Francis
Doughnut line keeps chugging at Krispy Kreme…

There’s plenty of news on the pay, performance and corporate governance front out there today, what with JPMorgan Chase’s (JPM) annual meeting, the recent departure of Yahoo’s (YHOO) embattled chief executive, and more. Those are getting plenty of attention — and, honestly, we didn’t see a lot in recent JPMorgan and Yahoo filings that hasn’t been covered pretty thoroughly already. But big news days can let other interesting but less momentous details slip through the cracks, so we thought we’d check in with a footnoted frequent flier.

Krispy Kreme Donuts (KKD) filed its proxy last week, and as usual, there were plenty of doughnuts to go around.

Chairman and CEO James H. Morgan got a $325,000 raise, almost half in cash — a 5% raise in salary, a 35% increase in option awards, and a 14% higher bonus. Once again this year, Morgan got a “cash ‘executive allowance’ paid at the rate of $2,000 per month…” We like how they put the term “executive allowance” in quotes — though we’re not sure if it’s a nod to the overuse of quotes on many a donut-shop sign, or if maybe they share our skepticism about the merits of executive “allowances” (which strike us as just so much more cash). Here’s how the proxy describes that allowance elsewhere:

Monday, May 14, 2012 at 10:59 am by Sonya Hubbard
Does Abercrombie’s emperor have any clothes?

It’s probably best not to think too hard about how things work at Abercrombie & Fitch (ANF) without plenty of coffee. Even then, good luck making sense of it all.

The most obvious question, of course, is why a company that sells clothing features models who wear little (if any) of its fashions. We wrote about that last year, footnoting on the company’s 67-slide PowerPoint presentation, in which 20% of the slides featured shirtless guys flexing bare muscles. The company seems committed to this strategy: Even now, the investor page on the company’s website features — yes, you guessed it — a muscular dude who doesn’t appear to be any wearing clothes.

However, that’s a relatively minor contradiction when compared to the topic of Chairman and CEO Michael Jeffries’ compensation. On paper at least, according to the proxy that was filed last Friday, Jeffries received more than $48 million in total compensation. Whether Jeffries will realize anywhere near that number is doubtful, though, if the company stays on its current, not-so-profitable course. In addition to his $1.5 million salary, he got a $1.2 million cash incentive bonus, an increase of $1.46 million to his retirement plan, and $719,182 in “Other” compensation. The remaining $43.2 million in compensation was awarded in Stock Appreciation Rights (SARs) and Restricted Stock Units (RSUs), as further explained in an 8-K (and amended employment agreement for Jeffries) filed on May 9.

Friday, May 11, 2012 at 10:51 am by Michelle Leder
Putting lipstick on the pig at Chesapeake…

We were going to write about something else this morning, but then Chesapeake Energy (CHK), which as footnoted regulars know is something of a frequent flyer here, decided to file its proxy statement, so we quickly changed plans.

While the company did file a preliminary proxy on April 20, there’s a lot that’s happened since then, including a series of blistering articles led by Reuters reporters Brian Grow and Anna Driver on a whole host of problems at the company that eventually led to the board deciding to separate the Chairman and CEO position as well as a public apology by CEO Aubrey McClendon during the company’s first quarter conference call.

As a result, the proxy that was filed today starts off like this with a letter signed by both McClendon and lead independent director Pete Miller, Jr.:

Thursday, May 10, 2012 at 10:56 am by Theo Francis
Island living at $34 an hour, from Axis Capital…

There are all kinds of tax, regulatory and other reasons that insurance companies like to operate off the coast of the U.S. But it’s also no coincidence that some of the most popular spots for their headquarters are island get-aways like the Caymans and Bermuda.

What’s more striking is the way these companies treat the headquarters-away-from-home like a hardship posting, showering extra perks and compensation on executives for their trouble. We were reminded of this with an amended 8-K that Axis Capital Holdings (AXS) filed yesterday, which also marked an about-face from the last couple times we wrote about the company — not in terms of the luxuries it offers its top brass, but in terms of who its top brass will be going forward.

The filing includes terms of employment for new Chief Executive Albert Benchimol, and the terms of separation for former Chairman Michael A. Butt, who is being replaced by Benchimol’s predecessor as CEO.

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