Free

A well-heeled exit

When Steven Madden Ltd. (SHOO) first announced the exit of CEO Jamieson Karson in March, I didn’t think much of the boilerplate in the 8-K stating that

Mr. Karson’s resignation was not the result of any disagreement with the Company’s operations, policies or practices. For the purposes of determining any payments to which Mr. Karson will be entitled following his resignation, the Company and Mr. Karson have agreed to treat his resignation as a termination without Cause.

Seems pretty standard, right? Cut to today’s proxy filing. In a wall of text underneath the caption “EMPLOYMENT ARRANGEMENTS”, the proxy notes that

Effective March 24, 2008, Mr. Karson resigned from his position as Chief Executive Officer, director and Chairman of the Board of Directors of the Company, and entered into a Mutual Release with the Company (the —Mutual Release). Pursuant to the Mutual Release, the Company shall consider Mr. Karson’s resignation to be a termination without —cause (as defined under Mr. Karson’s amended and restated employment agreement), and shall (1) pay Mr. Karson, on April 1, 2008, the sum of $4,000,000…

To be fair, Karson did step up to the plate in May 2001 after Steve Madden’s major securities fraud bust. However, given the Company’s checkered past and miserable stock performance, SHOO could have at least acknowledged that it was paying Karson $4 million in severance in the original 8-K. Maybe their SEC disclosures are as knockoff as the shoes.