More Odds & ends…

April 12, 2010

This being proxy season, we’re coming across a lot of disclosures that don’t quite stand on their own, but which are interesting all the same. Here’s a few recent disclosures that caught our attention:

Taking a mulligan — You can’t blame Callaway Golf Co. (ELY) and its chiefs for being a little down on the recession, which has hurt business, and executive pay as well. As a result, its latest proxy tells us, the board realized last year that long-term incentive targets were being missed, restricted stock had “significantly decreased in value and all outstanding stock options were underwater and had no intrinsic value. As a result, the retention value of the outstanding awards had been materially diminished.” The solution? Adopt a “special retention incentive grant” giving the CEO $2 million in phantom shares vesting 50% in a year and the rest in two years. Can ordinary shareholders get the same deal?

A real non-compete — Under a revised version of its “Senior Executive Restrictive Covenant and Retention Plan Agreement,” advertising and marketing outfit Omnicom Group (OMC) promises annual payments of up to $1.5 million to participating execs in return for promises from them not to compete against, interfere with or disparage Omnicom when they leave. The payments would run for 15 years after termination (or age 55, if that comes later), as long as the exec has been around for seven years. To calculate, take 5% of the average of the exec’s three highest-paid years, plus 2% of the average for each year of “executive service,” up to 35%, with a maximum of $1.5 million. And, just in case the company is worried about hauntings, the payments continue even after the executive’s death — as do, we assume, the non-disparagement and non-interference clauses.

Call it translucency — The other day we ribbed CVB Financial about the $150 gift cards it gave its top executives, among other employees. Near the other end of the full-disclosure spectrum, we find athenahealth Inc. (ATHN), which helpfully filed an 8-K on Monday letting investors know that it had adopted a new Executive Incentive Plan. Less helpfully, it noted that “the compensation committee has not yet determined the criteria that will apply to the Chief Executive Officer,” making your guess as good as ours what kind of bonus Jonathan Bush could earn. Moreover, “Any and all provisions of the Plan, including underlying goals, may be cancelled, altered, or amended by the Plan Administrator at any time.” All righty, then.

We moved where, again? ACE Ltd. (ACE), the big reinsurance company, moved from the Caymans to Switzerland in mid-2008, going so far as to reincorporate there and change the currency of their shares’ par value. Yet, judging from its recent proxy filing, someone in the legal department is still getting acclimatized: In the company’s preliminary proxy and then the April 5 definitive proxy, the company systematically replaced every reference to its address at 32 Bâ“rengasse with a reference to “Barengasse” — and as far as we can tell, the latter doesn’t exist. (ACE has it right on its Web site and in past filings.) Amusingly, Google Translate tells us the change turns “Bear Alley” into “Cash Alley.” ACE policyholders and shareholders, take note.

Oopsies — Mistakes happen, and coupling the sheer size and intricacy of a modern proxy filing with the circumlocutions and risk-shyness of modern lawyers, and your typical corporate filings load includes plenty of potential for error. The proxy filed March 31 by homebuilder Meritage Homes (MTH), for example, contained a cool 39,702 words (many of them numbers). Maybe less surprising, then, that it had to fix some errors in the summary compensation table with an amendment filed Tuesday, after transposing two columns of pay for one executive, understating Chairman and CEO Steven J. Hilton’s equity awards as $262,260 instead of the $770,760 it should have been, and understating the CFO Larry W. Seay’s equity awards as $106,842 instead of $313,999. Meritage gives no indication how the mistake happened. (Has anyone seen an amendment filed because compensation was erroneously overstated?)

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