Last week, we wrote about the new book, Money for Nothing which takes a hard look at directors of publicly traded companies. On Friday, we came across Exhibit A for the authors when we caught this proxy filed by Bway Holding (BWY), an Atlanta-based company we’re guessing most people aren’t too familiar with, given its relatively small market cap.
There in the chart that details compensation for directors was this little pearl: former Chairman and CEO Jean-Pierre Ergas, who currently serves as non-executive Chairman, raked in nearly $1.5 million last year as a director, which we’re pretty sure is the highest director cash compensation we’ve seen in six-plus years of mining SEC filings. Part of the reason Ergas’ compensation is so high is that he received a $520K bonus last year, which the company provides few details on in the filing. That’s in addition to his $140K fee, another $483K in supplemental retirement and a $260K consulting fee, which also has very few details about exactly what services are being provided.
At least the proxy notes that Ergas doesn’t qualify as an independent director. Indeed, he’s one of four directors — or half of the board — who are not considered independent. Still, you have to wonder what it’s like at those board meetings — the company’s comp committee met five times last year and its Chairman is the former CEO of Bway, who just like Ergas was the former CEO of the company.