We’ll just cut to the chase: This is a post about a company that saw fit to pay its chairman more than a half-million dollars last year to use his Montana cattle ranch — including, presumably, its golf course, “handsome, well-appointed lodge,” and full-service gym — and buy a wide range of goods and services from the hotel, two wineries, “jet center,” pizza parlor, and other restaurants that he apparently runs on the side.
The renaissance entrepreneur at the heart of this empire is William P. Foley II, the executive chairman of Fidelity National Financial (FNF) and Montana luxury baron extraordinaire. The ranch is the Rock Creek Cattle Company (tel. 406-846-FISH), which is described on its website, amid stunning landscape photos, as:
“a working Montana cattle ranch, traversed by streams and framed by mountains. It’s the Western lifestyle lived to its fullest, with diverse homestead offerings ranging from one acre to 110 acres and completed cabins built along Rock Creek. In addition, Rock Creek Cattle Company boasts one of Tom Doak’s finest golf courses to date as its centerpiece. The Rock Creek Cattlemen’s Club — our handsome, well-appointed lodge — as well as our full-service fitness center are both located on the creek’s banks. Rock Creek Cattle Company’s impressive landscape is situated on the northeast side of the magnificent Flint Creek Mountain Range, just outside of Deer Lodge.”
The proxy, needless to say, isn’t nearly so effusive, saying only that,
“during 2011, we paid $453,382 to Rock Creek Cattle Company, Ltd., a company owned by Mr. Foley, in fees related to company meetings at the facility and membership dues for certain company officers, including $18,000 in dues for our named executive officers.”
That’s $18,000 total for three officers, incidentally, so it’s a mere $6,000 apiece, to judge by the table of perk expenditures elsewhere in the proxy.
That’s not all, though. Foley’s business talents apparent run well beyond finance and ranching, to pizza, wine and more. Here’s the rest of that related-party transaction disclosure (links ours):
“We also paid $13,249 to Hotel Les Mars, LLC, $25,974 to Foley Family Wines, $1,172 to Kuleto Estate, $57,946 to EOS Acquisition II, LLC, $1,985 to Glacier Jet Center, $1,171 to Mackenzie River Pizza Whitefish, $12,483 to Foley Estates Vineyards and Winery and $1,335 to Glacier Restaurant Group, LLC., each a company owned or controlled by Mr. Foley.”
By our count, that’s at least three wineries (for a total of $39,629), and either a lot of fancy pizza, with or without gluten-free crust, or some very expensive pies; it’s hard to tell, because the pizzeria’s menu doesn’t list prices — usually a good sign that it’s no budget pie place. Glacier Restaurant Group’s other joints are The Craggy Range Bar & Grill and Ciao Mambo (with Italian Nachos!). The hotel, for what it’s worth, also doesn’t do anything so gauche as to list prices, but its website says it has just “Two Floors, Sixteen Rooms, each its own realm.”
Then there’s the mystery item. We couldn’t immediately figure out what EOS Acquisition II, LLC is (there seem to be a couple entities by that name in the country), and FNF apparently doesn’t consider it relevant to tell shareholders why it paid that particular $57,946 to an inscrutable entity controlled by Foley.
Frankly, given all he’s got going on — we assume Fidelity National isn’t his only customer — it’s a wonder that Foley has any time to spare for his day job. But that’s OK, it’s not like he makes much in that job, aside from the business FNF brings his other ventures: Last year, Foley’s total compensation came to a mere $12.5 million, $4.2 million of it in cash and nearly another million in perks and benefits — including $332,284 in personal rides on company aircraft and $221,370 in legal and accounting services. It’s worth noting that Foley and his “certain entities” also paid FNF $307,225 for “legal, accounting and bookkeeping” services last year.
Fidelity Financial’s dealings with Foley & co. aren’t new, in that the company has disclosed similar related-party transactions before (and there have been various articles written over the years about his winery collection, multi-tasking and more). But last year, anyway, Foley paid more for services from Fidelity National ($457,821) than Fidelity National paid for club dues, ranch living and the like ($392,159) — and there’s no disclosure about all those miscellaneous purchases from Foley’s other ventures.
So that’s a flip from a net $65,662 in FNF’s favor to $261,472 in Foley’s. Investors pretty much have to take FNF’s word for it that all these dealings are at an equivalent to arm’s-length, and that it’s not an undue distraction to anyone. Still, it sure seems like just keeping track of it all would demand an awful lot of time and energy, whether or not the company is reimbursed for the trouble.
Not all related-party transactions are above-board. Company disclosures often contain buried warning signs and hidden opportunities, from self-dealing and accounting gimmicks to signals of future deal-making. At footnotedPro, we mine the filings to bring actionable news to professional investors before the rest of the market notices. For more information, or to inquire about a trial subscription, please contact us.