Comments on: Grosser than we thought.. http://www.footnoted.com/my-big-fat-deal/grosser-than-we-thought/ Morningstar's guide to what's hiding in SEC filings Fri, 10 Feb 2012 20:24:57 +0000 hourly 1 http://wordpress.org/?v=3.2.1 By: ML http://www.footnoted.com/my-big-fat-deal/grosser-than-we-thought/comment-page-1/#comment-522 ML Sat, 10 Jun 2006 18:55:24 +0000 http://www.footnoted.com/grosser-than-we-thought/#comment-522 Nobody's arguing that Kanas didn't put in his time and clearly deserves to be rewarded for the bank's strong performance. But why are investors getting soaked with a $122 million tax bill? Are we really to believe that Kanas can't afford to pay his own taxes like everyone else does? Nobody’s arguing that Kanas didn’t put in his time and clearly deserves to be rewarded for the bank’s strong performance. But why are investors getting soaked with a $122 million tax bill? Are we really to believe that Kanas can’t afford to pay his own taxes like everyone else does?

]]> By: Peter http://www.footnoted.com/my-big-fat-deal/grosser-than-we-thought/comment-page-1/#comment-516 Peter Fri, 09 Jun 2006 15:06:41 +0000 http://www.footnoted.com/grosser-than-we-thought/#comment-516 As always there are two side to the story: Additionally from Forbes: Kanas (a guy who has worked at the bank for 35 years): "It's very hard to sit here and try to defend that. And of course it's a large sum of money. There are many sides of this, and most people don’t want to hear it. But one of things that drove up the size is that years ago I and the other two execs opted to put off the vesting of all of our restricted shares until retirement. Everyone else in the bank--and a much more common practice--is to have these shares vest every three or four years. So this money would have come in to these executives and me in much smaller amounts every year as these options vested. We raised our hands years ago and said, Let's show the market how dedicated we are to this company--that we're never going to leave, that were going to stay until retirement. And so we put it off until retirement age, which means that instead of them having vested, as is normally the case with most companies, over the years, they vested all on one day because of change of control. Up until the time that the change of control took place, those things were at risk. We weren’t sure we were ever going to get them. They were due to vest upon change of control or retirement. This had been disclosed to our shareholders ad nauseum every year in the proxy. In five more years I’ll be 65, and if I had simply waited to 65, all of my shares would have accelerated, and it would have been a lot quieter and not in the context of a deal. " As always there are two side to the story:

Additionally from Forbes:

Kanas (a guy who has worked at the bank for 35 years):

“It’s very hard to sit here and try to defend that. And of course it’s a large sum of money. There are many sides of this, and most people don’t want to hear it. But one of things that drove up the size is that years ago I and the other two execs opted to put off the vesting of all of our restricted shares until retirement. Everyone else in the bank–and a much more common practice–is to have these shares vest every three or four years. So this money would have come in to these executives and me in much smaller amounts every year as these options vested.

We raised our hands years ago and said, Let’s show the market how dedicated we are to this company–that we’re never going to leave, that were going to stay until retirement. And so we put it off until retirement age, which means that instead of them having vested, as is normally the case with most companies, over the years, they vested all on one day because of change of control.

Up until the time that the change of control took place, those things were at risk. We weren’t sure we were ever going to get them. They were due to vest upon change of control or retirement. This had been disclosed to our shareholders ad nauseum every year in the proxy.

In five more years I’ll be 65, and if I had simply waited to 65, all of my shares would have accelerated, and it would have been a lot quieter and not in the context of a deal. “

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