Once again, as Wall Street waits for happy hour, we Fools wade into 8-K filings that, if the timing is to be believed, executives would rather you not read.
Kicking off today's list is this filing from mental health clinic operator Psychiatric Solutions (Nasdaq: PSYS ) , which said William F. Carpenter III had resigned from its board of directors so that two of that board's members would not be on the staff of LifePoint Hospitals (Nasdaq: LPNT ) . Director David Dill recently joined LifePoint as its chief financial officer.
Come and get us!
Other boards seem more concerned about building golden parachutes for themselves if a potential takeover suitor comes calling.
Sleep specialist ResMed (NYSE: RMD ) , for example, recently changed its executive employment agreements so that most managers would be entitled to a severance payment equal to at least their annual base salary and target bonus. CEO Dr. Peter Farrell would be paid twice his salary and bonus in the event of a change in control.
Meanwhile, diabetes testing specialist and one-star stock PolyMedica (Nasdaq: PLMD ) is offering similar benefits to its new chief financial officer, Jonathan Starr. He stands to receive 150% of his highest base salary from the prior three years, according to this filing. Other members of the executive team would receive 100% to 150% of their target bonus. At least someone is making money here.
The real price of a Harvard degree
But you haven't seen a sweetheart deal till you've seen what Bionovo (Nasdaq: BNVI ) gave to Thomas Chesterman to be its new chief financial officer. According to this filing, the Harvard-trained Chesterman will receive a base salary of $305,000, an annual bonus worth up to $122,000, and the right to purchase 800,000 shares of stock via options.
What's so bad about that? Look at who Chesterman is replacing. Jim Stapleton, whom the company had been "in negotiations with" in April when the latest proxy was filed, had been at Bionovo since June 2005. Last year, he took home $154,615 in salary and bonus. He owns 62,000 shares directly. He has 300,000 exercisable stock options. Yet his pay package wasn't even within spitting distance of what Chesterman got.
No reasons were given for Stapleton's departure. (A bad hairdo? An incompatible astrology chart? Poor lunchroom manners?) Nevertheless, I wonder: Was he really only 36% as competent as Chesterman? That's what the numbers say.
Why stay employed?
Actually, I take that back. Chesterman can't touch the package offered to William Keiper, who steps down as interim CEO of electronics payment specialist Hypercom (NYSE: HYC ) on August 15.
He's taking with him a huge severance. Quoting from the 8-K, he'll get:
A lump sum severance payment of $450,000 ... a lump sum retention bonus payment of $50,000 ... direct payment or reimbursement of all of his moving costs incurred, plus a tax gross-up payment, if he moves from his current residence in Arizona to San Francisco within 12 months of the Resignation date ... retention of all computer and communication equipment provided for his use on or before August 15, 2007 ... [Emphasis mine.]
And so on.
But it gets better. Keiper, who has only been with Hypercom since 2005 and who has presided over a breathtaking decline in free cash flow -- from $2.8 million in 2005 to negative $25.8 million over the last 12 months -- will remain as a consultant with nearly as many benefits. Quoting from the 8-K once more:
Mr. Keiper shall receive (i) a lump sum payment of $50,000 payable on November 15, 2007; (ii) a monthly fee of $37,500 for each month during which the Consulting Agreement is in effect; (iii) a fee of up to $33,334 if certain manufacturing agreements are completed on or before November 15, 2007; (iv) a fee of $33,333 if the Company is able to meet a targeted reduction in its standard cost board-level materials on or before March 31, 2007 ... [Emphasis mine.]
Did you notice it, too? Apparently, Keiper the consultant is to be paid again for work he should have performed while employed as interim CEO. What an egregious way to waste shareholder capital.
Found a late filing we Fools should see? Let me know.
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Fool contributor Tim Beyers 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. Find Tim's portfolio here and his latest blog commentary here. The Motley Fool's disclosure policy may be filed under "F" for fair, or Foolish.