‘Tis the season…

December 22, 2008

While there’s lots of people who have decided to take the next two weeks off, we know one group that seems to be working extra hard: the lawyers, paralegals and other folks charged with writing some of the stuff we’re seeing in SEC filings. If Friday was any indication, the next two weeks should be chock full of lots of interesting disclosures, which we’ll be keeping an eye on, despite our own vacation plans.

One of the ones that caught our eye was the proxy filed by footnoted frequent flyer Scotts Miracle-Gro (SMG) late Friday. There was also this 8K announcing the departure of a director and a bonus payment for executive Barry Sanders.

But it was the proxy that was far more interesting, in part due to the change in the way that Chairman and CEO James Hagedorn is paid:

Effective October 1, 2008, the Compensation Committee approved a revised compensation structure for Mr. Hagedorn. The new structure, which increased Mr. Hagedorn’s base salary to $1.0 million, is designed, among other things, to incorporate the approximate value of the personal aircraft usage and commuting perquisites that Mr. Hagedorn had received in the past as part of his overall compensation package directly into his base salary.

When you start to drill down into the plane costs, you come across some new disclosures and some interesting ways of breaking up the costs across three separate footnotes — something that clearly took some extra hours for someone. There’s nearly $250K last year for use of his own plane on top of another $176.5K for using company-owned planes. And then there’s another $162K included in another footnote that are also plane-related and a $287K tax gross-up.

Need a scorecard yet? All of this is significantly higher than in 2007 when the company noted that a “family tragedy” was the reason for Hagedorn taking to the skies and that it “expect(ed) the value of this perquisite to be significantly lower in the 2008 fiscal year.”

We’re expecting more of these sorts of disclosures over the next two weeks.

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