Gold star Fridays…

June 24, 2005

At a time when many companies aren’t particularly shy about signing fat change-in-control contracts with a growing number of executives, Harsco Corp. (HSC) has decided to buck the trend and actually reduce payments to top execs in the event the company is sold.

In an 8-K filed earlier this week, Harsco said it was changing the language in its contracts from 2.99 times salary and bonus to just 3 times salary. Since the annual bonuses tend to be around the base salaries — Chairman and CEO Derek Hathaway made $900K in base salary last year and got a $932K bonus — the recent change means significantly less money in top executives’ pockets if the company is acquired. It also means that executives aren’t just thinking about what’s in it for them should an acquisition offer come along.

Also: Pfizer (PFE) announced yesterday that directors who received a “majority withheld” vote at the annual meeting would be asked to submit their resignations. Investors can only hope that other companies start catching democracy fever. I learned about Pfizer’s decision from the excellent CorporateCounsel.net blog which always provides interesting insight into how corporate attorneys think. Consider it the yin to footnoted.org’s yang.

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