A Halloween sugar rush from CA, Inc….

Since it’s Halloween, we wondered if we could find something overtly creepy in the filings… something worthy of that legendary maniacal laugh by Vincent Price. Alas, we couldn’t, so we went with the other thrill from the holiday, the anticipatory sugar rush that comes after a generous homeowner tells a costumed kid, “Here, take a handful” as he holds out a well-stocked candy bowl.

In this case, the candy bowl comes in the form of a compensation package that information technology company, CA, Inc. (CA) extended to Peter Griffiths when he took the job of Executive Vice President, Technology and Development.

Now, if you vaguely remember Griffiths taking that job last spring, you’d be right. The company sent him an offer letter dated April 26, 2011, offering him a job “for an indefinite term.” But the details of his compensation arrangement with the company weren’t filed with the SEC until CA filed its 10-Q on Oct. 27.

In terms of compensation, it’s fair to say that Griffiths didn’t get stuck with the oxymoronically-named “fun-sized” goodies. He started with a base salary of $700,000 and has the opportunity to earn a share of another $700,000 as a cash incentive bonus (pro-rated to reflect the number of days he is working for CA in 2011). In addition, Griffiths has the opportunity to get a pro-rata share of a targeted $2.4 million Long-Term Performance Share Award.

To further sweeten the deal, the compensation committee gave Griffiths 70,000 restricted shares of stock, which will vest equally on his first, second, and third anniversaries with the company. At current prices, those shares would be worth more than $1.54 million. The company also gave him options to purchase 75,000 shares of stock. Those, too, will vest as he celebrates his first three anniversaries with CA.

Another monetary treat came in the form a Cash Equalization Payment of $250,000 to compensate him for “forfeited benefits associated with [his] previous employment.” The first half was presumably paid a month after he started the job on May 26. The second half will arrive six months later.

And last, but certainly not least, CA gave Griffiths the contractual assurance that if he resigns for “Good Reason” or is terminated without cause, the company will pay him a lump sum cash payment of $1.4 million.

The letter was a long time coming, but still, it beats the skimpy disclosures that the company made when it hired Richard Beckert as CFO. As Theo blogged in this May 20 post, it seemed at the time that the company couldn’t be bothered to reveal even the barest details about the compensation arrangements between the company and its new executive.

But perhaps, like Halloween itself, the trick for this company is waiting long enough to get the treat, whether it’s in the form of a juicy employment agreement, or just the information that shareholders might want to make some smart decisions.

Image source: Drew Coffman via flickr


Trick or treat. Want a real thrill from disclosures in SEC filings? Then check out a subscription to footnotedPro, where our reports reveal sometimes-creepy, but-always-actionable information. To find out more, please contact us.