In theory, golden parachutes started out with a reasonable premise:  Executives should act in the best interest of a company and its shareholders. And, in some cases, that might mean leading the company into a merger or sale. Yet what’s best for the company might be the worst move for the executives, who might soon find themselves without jobs. Enter the golden parachute – the practice of paying executives enough on their way out the door so that they can make the mortgage payment during the time it takes to line up their next job.

But, as we all know from reading the headlines (including 2011′s winner of the Worst Footnote of the Year contest, former Hewlett Packard (HPQ) CEO, Léo Apotheker), golden parachutes have gotten bigger, and bigger, and – well – more golden.

Paul Hodgson and Greg Ruel, two of the super-smart minds at GovernanceMetrics International (also called GMI, which merged with The Corporate Library in 2010) just published an in-depth report entitled “Twenty-One U.S. CEOs with Golden Parachutes of More Than $100 Million.” The report slices and dices the “walk-away” packages of CEOs going back to 2000, and it’s a fascinating read.

Hodgson, a Senior Research Associate at GMI, said in a telephone interview that he and his colleagues have been crunching data on golden parachutes for years. Some of the information in this report appears in other reports, but this is the first document that systematically puts all the data in one place. And – for at least a couple of the former CEOs – including GE’s Jack Welch and IBM’s Louis Gerstner, this may be the first time that the full value of their golden parachutes has been tallied.

“There was so much fuss about Welch’s perks package,” Hodgson said, recalling the uproar over the perks that were disclosed when they came to light during Welch’s divorce. “And yet the value of the whole package completely dwarfs the value of the tickets that he got to the baseball and basketball games.”

Hodgson and Ruel conclude that good theory eroded into bad practice when the principles were applied too widely. In their report, they state:

“In principle, to protect someone from financial harm if they lose their job due to a merger, that executive needs a single year’s salary and bonus. A CEO should not need three or even two years’ salary and bonus, plus immediate vesting of all equity and pensions, plus benefit and perquisite continuation, as was paid to most of the CEOs in this report.”

In practice, the authors found that the golden parachutes seemed to be “only in the interest of the departing executive,” and – in a few cases – the executive got the money without even leaving the company.

We asked Hodgson how he would respond to the argument that companies regularly make: They have to shell out the big bucks to attract the top-notch talent that it takes to run a company. But Hodgson doesn’t buy that argument; and, in fact, he has published a report that proves quite the opposite. Entitled “Pay for Success,” Hodgson’s report looks at the pay policies of companies “where long-term value creation and moderate compensation of the CEOs responsible are clearly linked.”

Moderate executive pay in exchange for real success in business.  Now that’s a refreshing thought, indeed.

Image source: Golden Parachute via Shutterstock

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]]> http://www.footnoted.com/odds-and-ends/wondering-how-golden-parachutes-stay-aloft/feed/ 2 http://www.footnoted.com/odds-and-ends/better-than-government-work-for-scowcroft/ http://www.footnoted.com/odds-and-ends/better-than-government-work-for-scowcroft/#comments Wed, 21 Dec 2011 15:59:09 +0000 Sonya Hubbard http://www.footnoted.com/?p=6588 The tradition of government officials leaving jobs and parlaying their knowledge and contacts into real wealth from the business world is so old that there are probably hieroglyphs illustrating the point.  But just how lucrative those opportunities can be might still surprise you. At least, it surprised us when we read the preliminary proxy that Qualcomm, Inc. (QCOM) filed yesterday.

The man at the heart of the matter is General Brent Scowcroft, who served as National Security Advisor to two Presidents, Gerald R. Ford and George H. W. Bush. Scowcroft’s biography (courtesy of The Scowcroft Group, of which he is President) has some impressive highlights:  West Point graduate, 29-year distinguished military career, international consulting and teaching gigs, advanced degrees in political science from Columbia University, and numerous appointments to public policy groups.

Scowcroft left his second post as National Security Advisor in 1993, and he joined Qualcomm as a director in 1994. In the filing, Qualcomm describes Scowcroft’s qualifications by noting his

“…significant experience in the management of large scale organizations during his days of active military service and his extensive knowledge of international business and governmental affairs, which have been gained at the highest levels of governmental service and through working with numerous international businesses. In particular, General Scowcroft is a recognized expert on China, one of the most important markets in the world.”

Now 86 years old, Scowcroft has been on Qualcomm’s board of directors for 17 years, a part-time job that has produced wealth so great that his government pension check – and we have no idea how much that is – probably looks like chump change.

During Scowcroft’s time on the board, his equity stake in Qualcomm has grown dramatically. The proxy discloses that he now owns (or could exercise options to own) 491,699 shares, which – given the current trading price of $54.10 per share – means that his stake in the company is worth more than $26.6 million. Part of that wealth comes from being in the right place at the right time: Qualcomm’s stock price has risen more than 4,815% since 1994, when Scowcroft became a director.

And then there’s the “salary” for being a director. If Scowcroft attended all 9 board meetings and all 7 Governance Committee meetings in FY 2011, that adds up to 16 meetings, plus whatever work he did on his own time. The proxy discloses that directors don’t get extra fees for attending regular board meetings anymore, but they do get an annual retainer of $100,000, plus $1,500 for each committee meeting, even if they participate by phone. (Scowcroft got $9,000 for his committee work in FY 2011.) The larger wealth comes from getting $200,000 worth of Deferred Stock Units (DSUs), which have some vesting criteria.

Of course, Qualcomm’s compensation practices have changed over the years, and we only had to go back to the proxy filed last January, to discover some significant changes. The biggest change was that the company used to award 14,000 stock options rather than $200,000 worth of DSUs. Clearly the change benefited the directors, since they no longer have to dip into their own pockets to exercise the stock options. All they have to do is stick around for the DSUs to vest. And the octogenarian Scowcroft seems to have mastered the art of sticking around.

Image source: Worldwide Speakers Group

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Don’t forget to vote for the worst footnote of 2011! 

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Over on  footnotedPro, we’re preparing for the pre-Christmas Friday night dump. We’re expecting some interesting disclosures late Friday afternoon. For more information or to inquire about a trial subscription, email us atpro@footnoted.com. 

Little surprise, then, that LPS called up Hugh Harris — out of retirement — just last Wednesday to replace Carbiener as permanent chief executive, president, and director. In press releases, LPS has hailed Harris as both a visionary leader [PDF] and an industry veteran. And not for nothing. Harris was President of the Financial Services Technology division at LPS’s former parent, Fidelity National Financial (FNF), until he retired in 2007. His industry experience and history with the company are probably what drew LPS to him, not to mention what convinced him to interrupt his retirement.

But calling Harris out of retirement won’t be cheap, according to this 8-K filed last week. While the filing didn’t include the actual employment agreement, it did give some of the details: an $880,000 base salary, a 165% bonus target (that’s $1.45 million), and an incentive of $375,000 if Harris sticks around until March 2012. That works out to an extra $2,500 a day, just for showing up through March.

Harris’s bonus is 15% higher than his predecessor Carbiener’s, but the base salary is the same, as outlined in LPS’s latest proxy.

In the end, there’s a delicate balance between paying too little and paying too much. More so given that the cost for this executive shuffle goes beyond Harris’s pay package: LPS promised Carbiener, the ex-CEO, and Executive Chairman Lee Kennedy each $880,000 a year through the end of 2012; Carbiener is working as a senior advisor, according to an 8-K filed July 7, while Kennedy’s pay comes for serving as interim CEO (and continues even though he is giving up that role). Given what shareholders have been through, paying three people hefty salaries seems more than a bit excessive.

We’ve seen retired heroes returned to action in other contexts to restore the public’s faith, with mixed results. Michael Jordan succeeded twice, but UBS has been less fortunate since it brought Oswald Grübel back from retirement in 2009 — its shares surged 16.2% that day, but Grübel was forced out again in the recent trading scandal, apparently before he could finish the job. Whether Harris is a Jordan or a Grübel, only time will tell.

Image source: Mark and Allegra via Flickr

This post was written by footnoted intern Andy Cheng, a junior at the University of Chicago.

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We’re heading into the home-stretch before big companies following a calendar year run up against the deadline for filing their second-quarter 10-Qs. That means filings are light these days, but somehow there’s always a few doozies in the mix.

One of the items catching our eye this week is the unflattering reappointment of  William F. Miller III, who works for a Dallas private-equity outfit focusing on health-care, to the board of HMS Holdings (HMSY), which performs “cost containment” and coordination of benefits services for government health programs.

No doubt Miller is a nice guy who loves kittens and puppies, but the company’s shareholders seem decidedly ambivalent about him: According to the 8-K it filed on Tuesday, 11.9 million shares were voted to re-elect him, and 12 million were withheld. Yet back on he goes — he and the three others up for re-election “were each elected to serve as directors for a term expiring on the date of our 2013 Annual Meeting of Shareholders.” By contrast, the other directors were shoo-ins, with only one of them receiving more than 2 million withheld votes (and she had just 2.2 million votes withheld).

The company didn’t explain why Miller got to keep his seat despite getting the raspberry from so many of the company’s investors  (or why he got the raspberry in the first place, for that matter), though he seems to have been on the board more than a decade.

Then there’s AAR Corp. (AIR), an aviation government and defense contractor . We’re not sure if we should commend the company’s lawyers for covering every base or deride them for tossing in the kitchen sink. In any case, they saw fit to expand the Risk Factors disclosure in the company’s 10-K, and in particular the section warning about ”factors that adversely affect the commercial aviation industry” — by adding “acts of God” to a litany that already included oil prices, terrorist attacks, and infectious-disease outbreaks . It does make one wonder what changed since last year.

Over at Bio-Reference Laboratories (BRLI), a New York-area lab-testing company, we have another executive who seems to enjoy moonlighting in the air charter business. Bio-Reference paid Chief Information Officer Richard Faherty $134,896 last year to rent his airplane, according to the 10-K/A it filed yesterday.

It apparently only does this when the company’s own plane isn’t available — which seems to be happening with increasing frequency, since the payments to Faherty have risen substantially from $95,550 in fiscal 2009 and $71,108 in fiscal 2008. Granted, this isn’t as big an operation as the one Michelle footnoted on Air Shrader over at Booz Allen Hamilton (BAH), but we’re always surprised when oh-so-busy executives find the time to run a plane-leasing business on the side.

Have a great weekend — we’ll be keeping an eye on the Friday-night dump for filings investors can act on, which we’ll write about over at footnotedPro.com.

Image source: MinimalistPhotography101.com via Flickr

In the 8-K that Penney’s filed on February 28, the board declared that age is just a state of mind, not a factor that should terminate their status as directors. After reporting the named executive officers’ 2011 salaries and freshly granted equity awards, the filing reported that the directors recently amended J. C. Penney’s Bylaws to state:

“…Notwithstanding the expiration of a director’s term…, no person shall be qualified or may continue to serve as a director after attaining age 74; provided, however, that the Board of Directors may waive such mandatory retirement age with respect to a director if it deems such waiver to be in the best interests of the Company and its stockholders.”

Before that amendment, a director’s 74th birthday marked the end of his or her service at Penney’s… not to mention the end of the annual $60,000 cash retainer (plus extra money for committee leadership), the annual award of $120,000 worth of Restricted Stock Units, and the company’s match for charitable donations up to $10,000 per year.

Changes aren’t made in a vacuum, so who was at risk of losing a seat at the boardroom table? According to the March, 2010 proxy, that would be director Burl Osborne, who has served on the board since 2003. His age was listed as 72 in last year’s proxy, so by now he is (or soon will be) 73 years old. Osborne’s biography states that he has been an executive at Freedom Communications, Inc., The Associated Press, Texas media company Belo Corp., and other publications. The filing explains his contributions as a director:

“Mr. Osborne has extensive executive and board experience in major publicly-traded media companies. Along with human resources and operations management experience, he brings to the JCPenney Board skills and perspectives to help the Company reach and communicate with its customers through various media….”

But now that the change has been made, several other directors may hope that an exception to the mandatory retirement age will be made for them, too:  Of the company’s 12 directors, 75 percent of them are older than age 60.

Of course, companies want strong, intelligent leaders; if they come with that and a lot of valuable experience, who cares about an artificial number like age? We don’t, but it’s not really up to us. Ultimately, it’s up to Penney’s shareholders to decide whether they’re getting the leadership they want from the board.

Image source: OctopusHat via flickr

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]]> http://www.footnoted.com/odds-and-ends/70-is-the-new-60-at-j-c-penney/feed/ 0 http://www.footnoted.com/odds-and-ends/viacom-hearts-veterans/ http://www.footnoted.com/odds-and-ends/viacom-hearts-veterans/#comments Thu, 11 Nov 2010 15:27:38 +0000 Michelle Leder http://www.footnoted.com/?p=5551 Today is Veteran’s Day which means that it’s one of those odd days when the markets are open, but the SEC is closed. Today also happens to be the day when Viacom (VIA) announced that it would release its third quarter earnings, which it reported this morning. We’ll let others handle the earnings news (though we loved this headline about Jersey Shore lifting Viacom’s profits). We’re much more interested in the 8-K that Viacom filed the other day to explain why it wouldn’t be filing an 8-K today:

Due to a federal holiday, on November 11, 2010, the Securities and Exchange Commission’s (the “SEC”) EDGAR filing system will not be accepting electronic filings.  As a result, on November 9, 2010, the Company determined that it will post a copy of its Transition Report on Form 10-K for the nine-month fiscal year ended September 30, 2010 (the “Form 10-K”) in the “Investor Relations” section of its website at www.viacom.com on November 11, 2010, immediately following its teleconference call.  The Company intends to furnish the press release, teleconference call transcript and related earnings presentation on a Form 8-K, and file the Form 10-K, with the SEC on November 12, 2010.

You just have to wonder how many lawyers were involved in preparing that statement. My guess — and it’s really just a guess — is five. Of course, there’s a much bigger problem with furnishing earnings on a website. We tried several times to load the earnings release and it quickly became clear that too many people were also trying to access the release at the same time, since it wouldn’t load in any of the browsers we tried.

Image source: By User Petaholmes on en.wikipedia via Wikimedia Commons

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Now that the bulk of the third quarter Qs are in, we’re going to try something new and host a conference call to summarize some of the things we’ve found in the third quarter Qs. The call begins at 11 am est tomorrow and we only have 15 spots left. If you’re interested in participating, be sure to sign up by clicking here and we’ll send you the details. If you’re unable to participate in Friday’s call, but want to get an early heads up on the next time we do something like this, you can simply send me an email here

When companies pay to remediate environmental problems, it’s a long and costly process.  Several companies’ recent filings included updates about environmental issues (other than Deepwater, which we’ll continue to write about separately); here are some of the more notable ones:

Exxon Mobil Corporation (XOM) recently settled two environmental cases, according to its 10-Q. In the first matter, Exxon signed a Consent decree on July 27 with the EPA and the DOJ to resolve alleged violations of the Clean Air Act. At issue were air quality rules and the company’s storage tanks and loading racks at terminals in Guam and Saipan. Exxon agreed to pay a settlement of $2.4 million and correct the problems.

The second settlement is with the Massachusetts Department of Environmental Protection and its Attorney General. It resolved alleged violations of the Clean Air Act at the Everett and Springfield terminals that occurred over 8 years. Exxon paid a penalty of $2.9 million, another $200,000 to support an environmental project, and agreed to take corrective actions.

Calgon Carbon Corporation (CCC) has a number of environmental matters pending, but it disclosed something new in its 10-Q. The DOJ’s Environmental and Natural Resources Division notified the company that it is “prepared to take appropriate enforcement action” for alleged violations of the Clean Water Act. On July 9, Calgon Carbon met with the DOJ and agreed to let the agency do “more comprehensive testing of the lagoons [to check for hazardous waste] and to share data and analysis already obtained.” The company noted that it cannot predict the probable outcome of the case or how much it may have to spend to resolve it.

Armstrong World Industries, Inc.’s (AWI) 10-Q disclosed that resolving two current environmental problems may be costly. Based on a January, 2010 request by the Oregon Department of Environmental Quality, the EPA evaluated company facilities in St. Helens, Oregon to determine whether it should be added to a national list of sites known to have (or likely to release) contaminants, hazardous substances, or pollutants. AWI and two prior owners of the site (Kaiser Gypsum Company and Owens Corning) are discussing how to allocate the clean-up costs.  Meanwhile, in Georgia, the EPA determined that AWI’s Macon facility, together with some surrounding property, is contaminated with substances including PCBs. AWI is negotiating possible resolutions and remedies with the EPA.

The company’s Q noted that it’s incurring investigation, engineering, and legal costs for both sites. Then it stated: “…we are not currently able to estimate with reasonable certainty the amounts we may ultimately incur with respect to these Sites, although such amounts may be material.”

Sensient Technologies Corporation (SXT) estimated in its 10-Q that its total liabilities to settle current environmental problems at a Superfund site in Camden, New Jersey, as well as claims that involve an adjacent property range between $7.6 million and $10.8 million. It adds that the range is “management’s best estimate” and the actual number could vary.

And finally, Foster Wheeler Ltd. (FWLT) disclosed in its 10-Q that a project subsidiary received an Administrative Order of Revocation and Notice of Civil Administrative Penalty Assessment from the New Jersey Department of Environmental Protection (“NJDEP”) in June, 2010. The agency alleged that back in March, the subsidiary failed a “stack testing” and exceeded its particulate emission limit. A summer retest showed that the particulates were “well below [the] permit limit.” The agency agreed to stay a decision on revoking the subsidiary’s permit until October 15, but “…there can be no assurance that NJDEP will agree to rescind the revocation, and management cannot predict what impact the foregoing might have on [the subsidiary].”

Image source: NASA Goddard Space Flight Center via flickr

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This afternoon’s post takes a look at some noteworthy events unfolding around the globe:

MetLife, Inc. (MET):  In the 8-K that MetLife filed August 2, Exhibit 99.2, page F-34 includes an update on the Italian branch of Alico Life International Ltd.’s (ALIL) fund suspensions in Italy, which relate to allegations that – among other things – employees made misrepresentations and improper disclosures about their policies.  After noting that ALIL learned in March, 2010 that Milan’s public prosecutor is investigating actions taken by some of ALIL’s employees (as well as employees of one of its major distributors), the filing adds:

“ALIL is cooperating with the Italian and Irish regulatory authorities, which have jurisdiction… and is in discussions to address their concerns as well as those of the affected policyholders. The ultimate resolution of this matter could have a material adverse effect on the Company’s combined and consolidated results of operations or cash flows for an individual reporting period.”

MasterCard, Inc. (MA):  In the 10-Q that the credit card giant filed August 3, pages 25-26 offer status reports on pending matters around the globe.  Among those is a new matter that popped up last month, described as follows:

“On July 2, 2010, MasterCard received a notice from the Swiss Competition Authority (‘WEKO’) that, based upon complaints, WEKO had opened an investigation of MasterCard’s domestic debit acquirer fees and ordered MasterCard to discontinue charging the fees. MasterCard responded to the notice on July 9, 2010. A negative decision could result in MasterCard being fined and ordered to stop collecting the fees. If WEKO were to issue a negative decision regarding the fees and order MasterCard to stop collecting them, and the decision was not reversed on appeal, such a decision could have a significant adverse impact on the revenues of MasterCard and its overall business in Switzerland.”

The filing does not disclose the amount of revenues that it collects from doing business in Switzerland.

Molex, Inc. (MOLX):  Molex filed its annual report on August 3 and provided an update on the unauthorized actions by a former employee (over a period of about 22 years!) that resulted in losses of more than $160 million.

A more complete summary of what happened is available on p. 28, but – briefly – an employee in Molex Japan’s finance group took unauthorized loans to cover losses resulting from unauthorized trading and margin trading. The person – who subsequently admitted to forging documents and concealing the transactions – also misappropriated funds to cover losses from the unauthorized trades.

Molex explains on p. 86 of the 10-K:

“…we removed the individual who was responsible for these unauthorized activities. We have also taken the following actions during the fourth quarter of fiscal 2010: implemented a controller oversight function in Molex Japan with a member of corporate finance management; increased monitoring controls from corporate finance and executive management; expanded internal controls testing; and required all finance employees to review and recertify our Code of Business Conduct.”

There are other important recent international activities, and we’ll report those soon in another post.

Image source: Norman B. Leventhal Map Center at the BPL via flickr

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On New Year’s Eve, 2009, Long Beach-based Molina Healthcare, Inc. (MOH), a managed health care company that provides healthcare to recipients of government assistance, entered into Amended and Restated Employment Agreements with three of its top executives and Amended Change in Control Agreements with three others.

One of the NEOs in the first group was Mark L. Andrews, Molina’s Chief Legal Officer, General Counsel, and Corporate Secretary, whose agreement was Exhibit 10.3 to this January 7, 2010 8-K.

But as of July 29, Andrews was out of a job.  On that date, Molina gave him a “Notice of Termination Without Cause,” according to this Separation Agreement, which was Exhibit 10.1 to this 8-K filed August 2.

Andrews isn’t leaving empty-handed, at least. In exchange for signing a waiver and release of claims, Andrews is getting $750,000 in severance, a pro-rated bonus of $145,833.33, another $65,000 to pay for 18 months of COBRA insurance premiums, and accelerated vesting of all his equity interests in the company (including the 13,600 shares of restricted stock that the company just awarded him March 1, 2010; without the accelerated vesting clause, the shares would have otherwise vested over four years). He’ll also get $5,000 to defray his attorneys’ fees and $10,000 to help pay for outplacement services, and he gets to keep his company-assigned cell phone number. Finally, J. Mario Molina, the company’s Chairman, President, and CEO, agreed to write a letter of recommendation on Andrews’ behalf by August 5th.

Given Andrews’ 12-year tenure as Molina’s chief legal officer and general counsel (and his service before that as its outside counsel), the sudden departure seems surprising. But regardless of what prompted it, the severance package from Molina should help him get by until he finds his next job.

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When we read the annual report filed June 29, though, it’s not all doom and gloom. There are some short-term challenges, but the company also laid out its long-term strategies for updating the restaurants and increasing revenues.  The result is a mirror of farm life in popular culture, a mix of hardship and stalwart optimism.

The primary challenge is that the sow market is “highly cyclical.” The filing adds:

“During fiscal 2010, there was a significant contraction in the live sow market, and we believe that the sow herd is at its lowest level since the early 1900’s. The live sow market is also dependent upon supply and demand for pork products, as well as corn and soybean meal prices (the major food supply for sows), weather and farmers’ access to capital.”

Bob Evans acknowledged that the higher cost of sows is an issue, in part because “…we cannot assure you that we will be able to pass along any portion to our food products consumers in a timely manner or at all.” However, plenty of pork will still be on the menu: the company entered into some contracts to buy sows at market price plus yield premiums.

But there appear to be positive disclosures, too. In FY 2010, the company converted from a direct-store-delivery system to a warehouse system. While this change added some initial expenses, such as severance costs, the company said, “…we expect it will provide a lower cost structure in the long-term.”

We also noticed the company’s recent settlement of a California class action through voluntary mediation. The plaintiff, an assistant manager, alleged that he should have been a non-exempt – rather than an exempt – employee. Through mediation, all the cases were settled for $1.03 million, and the Orange County Superior Court approved the final settlement on June 10, 2010.

Finally, there’s a strategy for the future. The company expects to build three new restaurants in high-traffic retail areas or near major interstate highways in FY 2011 and rebuild two others. It closed one Bob Evans (FY 2010) and one Mimi’s (FY 2011) that were underperforming, and it states those actions will free up resources for other, more profitable uses.

Perhaps most importantly, within the next five years, the company hopes to update the chain’s image and remodel most restaurants to look like the prototype it built in Xenia, Ohio. Besides creating a new retail and carryout area with the motto “Taste of the Farm,” the new concept

“…reflects a contemporary twist on the imagery and feel of the original Bob Evans family farm in Rio Grande, Ohio. It features a new color palette, flat screen televisions, free wireless Internet access, an “eat-in kitchen,” a variety of flexible dining spaces, and a large farmhouse table which serves as a gathering spot for families and friends.”

What could be better than home-style cooking while watching the game and emailing friends? Well, maybe all that and a farm-fresh growth spurt for the stock.

Image source: The Gifted Photographer via Flickr