Now that we’re based in LA, we’ve come to realize that there’s a certain level of drama that invades all corners of life, even if you’re not in “the business” as it’s called out here. We thought about that when we spotted this amended 8-K that Twenty-First Century Fox Inc. filed late yesterday (and which as a result, didn’t hit Edgar until this morning).
That’s because the filing provided compensation details for CFO John Nallen who assumed the CFO role following the separation of News Corp. and Fox on July 1. It’s not the amount that caught our attention, though with a guaranteed base salary of “not less than $2 million a year”, Nallen is definitely one of the higher paid CFOs out there. It’s just that are we really supposed to believe that it took 78 days for the company to figure out what they were going to pay Nallen? Remember that News Corp. announced Nallen’s appointment on June 13. Did they really have no idea what they were going to pay him up until last night at 6:58 pm est? We should also note that based on the base salary of the former CFO, David DeVoe, Nallen’s base salary is likely to be a lot closer to $3 million, which, we suppose makes the language that they did use for Nallen technically accurate.
And yet, the actual employment contract is still missing from today’s filing, which raises another interesting question: if the agreement between Fox and Nallen was really entered into on July 1 (though today’s filing is somewhat vague on that point), why wasn’t it included in the 10-K that Fox filed two weeks ago?
Now we’re not lawyers and presumably Fox’s attorneys advised them that it was perfectly legal to do this sort of thing. But we have been reading SEC filings pretty closely for over 10 years now and in our opinion, it makes a mockery of the SEC filing process when a company as prominent as Fox is allowed to engage in this type of drama.
Happy Labor Day weekend! We’ll be manning the Friday Night Dump looking for more pearls like this!