Once again, as Wall Street waits for happy hour, we Fools wade into 8-K filings that, judging from their timing, executives would rather you didn't read.
Like this one from The Sharper Image (Nasdaq: SHRP ) , which expanded upon an earlier notice that the company would be late in filing its 10-K annual report. Last Monday, the gimmick retailer said that it hadn't completed its audit, and that it expected to report an operating loss for 2006.
On Friday, management pinned the blame on its internal stock-option investigation. Quoting from the filing:
The principal reasons for the delay in filing the Current Form 10-K relate to the resources the Company devoted in completing its March 2007 filings of its Form 10-K/A, Form 10-Q/A and two Forms 10-Q following the conclusion of its independent review of its historical stock option practices and related accounting matters. [Emphasis mine.]
Shocking. I'd love to say that it couldn't get much worse for Sharper Image. Alas, this is the company that doubled its CEO's salary after a 24% decline in same-store sales. After that, anything seems possible.
A good crew is great ...
But not all late filings are awful. On the same day that Sharper Image approved the bogus raise, Colgate-Palmolive (NYSE: CL ) Foolishly changed its corporate bylaws to demand that its board members be elected with a majority of the votes cast.
That's impressive. Today, I'm equally impressed by a compensation report from J. Crew (NYSE: JCG ) . The clothing retailer announced that it would pay out $3.5 million in cash bonuses to its top executives for superior performance in 2006.
Yes, I realize that's a ton of cash. But I'm perfectly OK with outsized rewards for managers who deliver in ways that enhance shareholder value. Since its IPO, few stocks have delivered as well as J. Crew has.
What's more, the board is using meaningful and shareholder-friendly metrics to evaluate management. Quoting from the 8-K:
On April 16, 2007, the Company's Compensation Committee also approved the financial and other performance targets under the Company's 2007 annual incentive plan (the "2007 Plan") for the cash incentive awards.... The 2007 Plan's financial measures are based on EBITDA, which are linked to the Company's annual budget and the Company's plan for long-term success. Individual performance measures are based on gross margin, diluted EPS-actual, pre-tax ROIC (return on invested capital), comparable store sales, and ROE (return on equity). [Emphasis mine.]
Notice the emphasis on ROIC and ROE. Research suggests that gains in these areas are the best predictors of above-average stock returns.
Too many firms talk a good game when it comes to ROIC and ROE; not enough of them put real money on the line in their quest for higher investing returns. J. Crew does, which tells me that executives and the board understand and respect their duty to owners.
... But payback is better
So, apparently, does the board of Biomet (Nasdaq: BMET ) . In my favorite filing of the week, the board said that two of its retired officers -- one-time Chief Financial Officer Greg Hartman and former executive vice president of administration Daniel Hann -- would repay ill-gotten gains from favorably priced stock options exercises.
Quoting from the separation agreement for Hartman:
Executive acknowledges that the Company is conducting an investigation to determine the extent to which compensatory options previously granted by the Company were granted with an exercise price lower than the fair market value of the Company's common stock on the applicable date of grant ... Executive shall repay to the Company in accordance with this Section 3(a) the aggregate amount (the "Discount") by which the exercise price of any or all compensatory options granted to Executive by the Company that Executive exercised prior to the date hereof was less than the fair market value of the Company's common stock on the applicable date of grant of each such option.
Hann's agreement contains the same provision. Neither executive was granted severance, and both agreed to release legal claims against the company. Wow.
If there's anything wrong with this deal, it's that both executives are entitled to rich consulting contracts. Hartman's covers six months, and it's worth as much as $175,000. Hann's is good for a full year, and it's worth $500,000. Hartman is also due a $325,000 bonus when Biomet's planned private equity buyout is completed.
But the company could get a lot, if not all, of that money back if the investigation reveals scads of improper exercises. Hartman, for example, reaped nearly $120,000 from the sale of 4,000 shares he acquired via options in 2004. And that's just one sale.
If there are more, the dollars will add up quickly. Last month, the company said that its review of stock options backdating found $50 million worth of errors over 11 years. Reclaiming some (or all) of that on shareholders' behalf is a very Foolish idea.
That's all for this week. Think you've found a late filing we Fools should see? Let me know.
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Fool contributor Tim Beyers, ranked 3,378 out of more than 27,800 in our Motley Fool CAPS investor intelligence database, usually favors two scoops of ice cream over the inside scoop. Tim didn't own shares in any of the companies mentioned in this article at the time of publication. All of his portfolio holdings can be found at Tim's Fool profile. His thoughts on SEC filings, Foolishness, and investing in general may be found in his blog. The Motley Fool's disclosure policy may be filed under "F" for fair, or Foolish.