The $22.5 Million Question: Was Fifth & Pacific’s CEO Fired or Did He Resign?

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It's an important question, whether William McComb simply left Fifth & Pacific (NYSE: KATE  ) or was "terminated" without cause. In fact, it's a $22.5 million question.

The company (formerly known as Liz Claiborne) – which is changing its name to Kate Spade & Co., thus, I'm guessing, making McComb's clothing allowance perk fairly redundant – has decided that it terminated McComb without cause, triggering continued vesting of his stock options (incurring $16 million of non-cash severance charges) and a cash payment (of two years' salary and bonus) of $6.5 million.

Golden parachutes are for protection

Golden parachutes are put in place to protect executives in the event of major changes to a company that might result in them losing their job. Boards want their leaders to be able to make those decisions, without fear of income loss, because they might also be to the benefit of shareholders.

The market's initial reaction to this news was not positive in extended after-hours trading. But it's early yet, so it's difficult to say if this restructuring and renaming will be in the interests of shareholders ultimately.

So, in some senses, this payment is just a cushion for McComb, allowing him to make the decision to restructure the company and give the CEO position to someone else. He has, after all, been working toward this end for the last seven years, jettisoning underperforming brands from the former Liz Claiborne until the company is left with just one profitable one – Kate Spade – thus the name change.

My point, however, is that since this has all been known for some time, it is hardly a surprise for McComb, who, having had a long career at Johnson & Johnson (NYSE: JNJ), doubtless retiring with a handsome pension, simply doesn't need the cushion.

Is McComb worth the money?

I'm not saying that McComb doesn't deserve compensation for the turnaround of the company. Just a few years ago, the stock price was languishing around $2 and now it's up around $30. Then again, when he joined in 2006, the stock was up around $40 and dropped precipitously to that approximately $2 over the next two years. Shareholders – if there are any leftover from those owning shares in 2006 – are not back where they were yet.

What I am saying is that in an engineered and organized departure such as this, cash severance is a waste of shareholders' money. And if you check the proxy statement you can see that there are no provisions, or so it would seem, for McComb simply leaving, like in a retirement or resignation. There's termination for "good reason/no cause" (he gets paid), or "death," or "disability," or "change of control" (he gets paid). What happened to a simple resignation?

Why can't McComb simply resign?

If there had been some mechanism for McComb to simply resign rather than be "terminated for no reason" as the lawyers will have it, then at least shareholders would not have had to pay him any cash severance.

Sure, if he had resigned, he might still get to keep the stock options and exercise them when they're due, if they're still profitable -- he's got plenty that are underwater (strike price higher than current stock price). So the non-cash charge, the $16.5 million, would still have to be dealt with, but that piece seems like value for money.

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Paul Hodgson

Paul Hodgson is a freelance journalist and independent commentator on corporate governance as well as conducting contract work for governance research firm BHJ Partners. He was formerly The Corporate Library’s and then GMI Ratings’ Chief Research Analyst for board and executive compensation, and its most prolific author. Mr. Hodgson has been researching and writing about executive compensation for over 20 years, eight of which were spent in England, where he worked for the Incomes Data Services journal Management Pay Review as researcher and assistant editor. He is a prolific blogger and the author of numerous books and research reports on executive pay and has also had articles published in a number of journals, including ‘Forbes’, ‘Business Week’, ‘Responsible Investor’, ‘Directorship’, ‘Ivey Business Journal’, and ‘Directors and Boards’. Mr. Hodgson is the author of the book Building Value Through Compensation, published by CCH Publishing. He is widely quoted in national print media as an authority on executive compensation, and has appeared on numerous television and radio stations. Google

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