A farewell package from Kimco Realty…

January 23, 2012

Executives leave companies for all kinds of reasons, but we always arch a collective eyebrow when the departure is announced suddenly, without much (or any) explanation, and it involves millions of dollars.

Such is the case of Barbara M. Pooley, Chief Administrative Officer with Kimco Realty Corporation (KIM), the real-estate investment trust that leases 138 million square feet in 940 shopping centers located in 44 states and a handful of other countries.

Pooley has worked for Kimco for a little less than 5 years, having started in 2007 as a vice president of finance and investor relations. The company promoted her along the way, and she landed the job of Executive Vice-President and Chief Administrative Officer in June, 2010.

Kimco first filed an 8-K on January 18 to announce:

Barbara M. Pooley is concluding her employment with Kimco Realty Corporation (the —Company) and will no longer serve as Chief Administrative Officer of the Company, effective January 13, 2012.”

The filing is dated January 18, which means that Pooley and the company parted ways five days earlier.

The very next day, Kimco filed another 8-K to disclose that Pooley and the company had entered into an Agreement and General Release that spelled out the rights and responsibilities of each party.

As far as we can tell, the rights are pretty heavily in Pooley’s favor, and the responsibilities are rather standard for both parties. For starters, Kimco will pay her $1.75 million over the next 30 months. She’s also going to get a 2011 Performance Bonus of $115,000 and company-paid COBRA premiums until July 31, 2013 (unless she is eligible to participate in a group health insurance plan available through another employer prior to that time). Pooley will further get up to $25,000 to pay for 3 months’ worth of rent on her New York apartment, plus “reasonable moving expenses.” Oh… and she gets to keep her company-issued iPad, too (the trend continues!).

Equity awards are another valuable part of Pooley’s departure package. Kimco agreed to accelerate the vesting on Pooley’s unvested stock options and restricted stock awards, an action worth nearly $988,000. In addition, it promised to give her the shares of restricted stock “that she otherwise would have been awarded pursuant to the Performance Share Award Grant Notice dated February 17, 2011” and to classify those shares as vested, as of the payment date.

For those keeping score at home, we’re up to practically $2.88 million for Pooley’s departure package, plus whatever her benefits are worth.

There is no mention of why Pooley left – no “leaving for personal reasons” or “leaving to pursue other business opportunities.” Nor is there any representation that the departure is not the result of any disagreement between Pooley and the company (which – as last Friday’s post on Yahoo! pointed out – is often dubious, anyway). There is a promise that neither party will disparage the other, but those clauses are fairly common in the separation agreements that we see.

Whatever the reason, Pooley’s parting gift from Kimco is sufficiently generous that she can presumably take her time and figure out what happens next.

Image source: Money, Gift Wrapped via Shutterstock

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Last Wednesday, we published the 2012 footnotedPro M&A report, listing 10 companies we believe are likely acquisition targets. Three companies on last year’s Top 10 list announced deals within a little over three months. For more information about our 2012 M&A report, or to inquire about subscribing to footnotedPro, please contact us.

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