Once again, as Wall Street waited for happy hour, we Fools waded 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 aircraft leasing specialist Aircastle (NYSE: AYR ) , which reports that chief risk officer Kevin Fackrell resigned on Friday for "personal reasons."
Usually, that's corporate code-speak for "I wasn't happy, and I wanted another job." Here, it's telling because Fackrell had only been with Aircastle for 18 months.
Why fight when you can pay?
At least he didn't file a lawsuit. That's what TJX Companies (NYSE: TJX ) has been contending with.
On Friday, TJX and co-defendant Fifth Third Bancorp (Nasdaq: FITB ) settled a class-action suit in which the firms were charged with negligence resulting from a December 2006 security breach that appears to have affected 45,000 or so customers.
Now, according to this 8-K, TJX and Fifth Third will pay for victims to obtain credit monitoring services and identity theft insurance, provide $30 in store vouchers to those deemed eligible, and conduct a special three-day sale, among other benefits. Talk about getting off cheaply.
But it's the truth!
Investors won't be so lucky with conglomerate Fortune Brands (NYSE: FO ) . Fortune has introduced new provisions for its executive agreements if there is a change in control, saying that the new agreements are "more favorable to the company."
Fascinating. Let's have a look. Here's how the 8-K describes the benefits:
(a) 2.99 multiplied by base salary, annual bonus, and the annual allocation under the company's defined contribution plans;
(b) three additional years of service and earnings credit under the company's retirement plans and agreements; and
(c) three additional years of coverage under the company's life, health, accident, disability, and other employee plans.
Now, contrast that with the earlier plan described in the latest filed proxy statement:
(i) three years of base salary, three times the amount of his annual incentive compensation award, and three times an annual defined contribution plan allocation (and the supplemental profit-sharing allocation under the supplemental plan);
(ii) three additional years of service and earnings credit under our retirement plans and agreements; and
(iii) three additional years of coverage under our life, health, accident, disability, and other employee plans.
OK, 2.99 is a hair less than 3. Trouble is that Fortune added an executive, President and Chief Operating Officer Bruce Carbonari, to the plan. More advantageous, you say, Fortune? For whom? Carbonari?
Don't touch that salary
But Richard Wohl, president of struggling lender IndyMac (NYSE: IMB ) , is getting an even better deal. Find all the details in this 8-K. I want to focus on just one element. Quoting:
The employment agreement provides for an annual base salary of $750,000, which equals his current salary, and which may be increased from time to time (but not reduced) in the sole discretion of Indymac's Chief Executive Officer and with the approval of the Management Development and Compensation Committee (the "committee") of the Bank's Board of Directors. [Emphasis mine.]
May not be reduced? Can I ask why? All companies struggle from time to time. During those times, employees are often asked to either (a) leave or (b) take a pay cut. But not Wohl; he's above that. Shame on you, IndyMac.
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