When a company files a document with the SEC at 5:10 on a Friday evening, it’s a little like waving a red cape at the footnoted staff and yelling, “Look at me!” (although, thankfully, there’s no blood and gore involved).

At least, that was the metaphor that came to mind when we saw the 8-K that KBW, Inc., the parent company of full-service investment bank Keefe, Bruyette & Woods, Inc., filed late last Friday.

It was a meaty filing in several ways, starting off with the announcement that its top five executives received cash bonuses totaling more than $6.35 million and 110,586 shares of restricted stock for their work in fiscal year 2009.  The specific awards were:

• Chairman/CEO John Duffy got $1,575,500 cash and 27,423 shares of restricted stock;
• Vice Chairman/President Andrew Senchak got $1,575,500 cash and 27,423 shares of restricted stock;
• Vice Chairman/COO Thomas Michaud got $1,575,500 cash and 27,423 shares of restricted stock;
• Chief Financial and Administrative Officer/EVP Robert Giambrone got $941,875 cash and 16,394 shares of restricted stock; and
• General Counsel/EVP Mitchell Kleinman got $685,000 cash and 11,923 shares of restricted stock.

A third of each man’s RSUs will vest on February 23 in 2011; another third will vest on February 23, 2012; and the final third will vest on February 23, 2013.

The company also announced that, as of February 1, 2010, its Compensation Committee had raised the base salaries for Duffy, Senchak, and Michaud to $400,000 each, while the base salaries for Giambrone and Kleinman increased to $325,000 each.  The employment agreements run for a three-year term, but they have automatic renewal provisions (unless one of the parties notifies the other that it doesn’t want to renew the agreement).

According to the latest proxy, filed in April, 2009, the executives’ new salaries give $75,000 more per year to Duffy, Senchak, and Michaud, $40,000 more to Kleinman, and $35,000 more to Giambrone.  In every case, the bonus is higher than it was in 2008 (but not by that much), yet lower than it was in 2006 or 2007.

It’s true that the stock is up about 34 percent over a year ago, and the company’s total revenues (according to the 10-Q filed last November) for the nine months ending in September, 2009 were positive, compared to a net loss for the same period in 2008.  Yet on page 21 of that Q, the company notes that despite some improvement and stabilization in the financial services sector in the first nine months of 2009:

“…the sector remains under stress and the market stability and continuation of current trends is not certain. The valuation of certain classes of assets remains uncertain and loss reserves have been increasing reflecting continuing concerns in the credit quality of commercial real estate and personal lending and securitization markets have not broadly reopened. U.S. unemployment remains high and lenders have not widely reopened consumer and commercial credit.”

In light of the raises and bonuses given to the top executives, though, apparently that uncertainty is less worrisome than it used to be.

Image source:  Jon Nazca/Reuters/The Guardian U.K.

Yesterday, Jones New York (JNY) filed an 8-K that disclosed the terms of its new employment agreement with fashion wunderkind Richard Dickson.

Next Monday, Dickson, who’s only 41, will become the President and CEO – Branded Businesses of the Company for Jones Apparel Group, Inc.  He’ll report to Wesley Card, who is giving up the title of President but will remain the company’s CEO.

Dickson’s agreement, which runs through the end of 2012, states that he’ll earn a base salary “of not less than” $1,000,000 and get a sign-on bonus of $455,000.  So long as he stays through the end of 2010, he’ll also receive an Annual Cash Incentive Target Bonus of $900,000; in future years, his bonus will be based on the achievement of set objectives.  The company is also giving Dickson $1,800,000 worth of performance-based restricted stock if he’s still there on Dec. 31, 2010.  He’ll get another 100,000 shares of restricted stock in 2010, 2011, and 2012 “to make up for unvested existing equity values” that he had with his previous employer, Mattel, Inc.  And, of course, there are the usual perks that reward one for the pressures that come with executive responsibility.

Dickson joined Mattel in 2003 and held positions of increasing responsibility during his time there. According to this article, Dickson is the guy who updated Barbie’s look and improved her popularity as a toy.  (The same piece reported that 2009 holiday sales for Barbie were up 12%, whereas the company’s overall revenues increased just 1%.)  Prior to joining Mattel, Dickson spent more than a decade working for Bloomingdale’s, and before that he launched an e-commerce beauty web site that was eventually acquired by the Estee Lauder Companies, Inc.

It’s hard to know how much better Dickson’s deal is at Jones New York than it was at Mattel.  We looked at the proxy Mattel filed last March; however, Dickson’s salary isn’t disclosed since he wasn’t one of the five highest-paid executives.

It’s a safe bet, though, that the job is a step up in compensation, along with the new responsibilities.

Image source:  Jones New York

If you read enough SEC filings, you begin to recognize certain sections like they’re old friends.  You might think, “Oh!  There’s the section on Executive Compensation Discussion & Analysis!” or “Hi, Forward-Looking Statements.  How are the Risk Factors looking today?”

But occasionally – perhaps rarely – something pops out that you’ve never noticed before.

Such was the case when we read the proxy statement that vitamin and nutritional supplement producer NBTY, Inc. (NTY) filed recently.  At the top of page 10, a passage in the “Communications  to Directors” section gave us pause:

“…After the mail is opened and screened for security purposes, it will be logged in, and (other than mail that our General Counsel determines to be trivial or obscene) then forwarded to the particular Director identified, or to the Board as a whole, as requested in the stockholder’s correspondence. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Obscene items will not be forwarded.”

Really?  Do the directors receive a lot of obscenity-laced mail, or is this just one of those boilerplate sections that legal counsel adds to protect the directors just in case the company ever receives an abusive letter that – if read aloud – would turn the air in the board room blue?

Frankly, we expected to find out that it was boilerplate.  But it turns out that a search on variations of the paragraph above yielded only NBTY, Inc., which has included similar language in its proxy every year since 2004.

[As an aside, one might understand shareholder concern – if not ire – at some of the disclosures in the proxy.  For example, in the Related Transactions section on p. 31, we noticed that in FY 2009, six family members of two of the top executives received either commissions or “aggregate compensation and fringe benefits” ranging from just under $500,000 to $1.5 million.]

Now we’re curious, though.  To those of you who see or receive letters from shareholders, is obscene mail addressed to the company’s directors or top executives really a problem?  Feel free to discuss… politely, of course.

It may be winter in much of the United States, but recently one executive at The Children’s Place (PLCE) received a bumper crop of reasons to stay with the company for another 14 months.

The “carrots” in question come in the form of impressive “special bonuses” going to Susan J. Riley, the Company’s Vice President, Finance and Administration.  According to the 8-K that contains the details, the money is being paid “in recognition of her past contributions to the Company and in order to secure her future services to the Company.”

Riley will receive $1,000,000 if she stays with the company through March 31, 2010; and she’ll get another $1,000,000 if she stays with the company through March 31, 2011.  (There are also severance clauses in place that protect Ms. Riley’s right to receive this money if the company terminates her employment without cause before the end of March, 2011.)  That adds up to more than $4,700 per day just to stay in her job.  And, just in case it isn’t clear, that’s in addition to her regular paycheck.

Of course, staying in a job like Riley’s may not be so easy.  Nearly four years ago, Michelle wrote about some of the company’s odd expenditures that were disclosed in a 2006 proxy.   Since that time, the company has gone through some very public, tumultuous transitions, and a new chief executive, Jane Elfers, stepped into the job a few weeks ago.  Analysts currently have mixed projections about how they expect the stock to perform this year.

Riley has been with the company since about March, 2006 (p. 33), and she’s worn a variety of finance-related hats in that time.  According to p. 54 of last summer’s proxy, Ms. Riley earned a base salary of $534,200; add some stock and other types of compensation, and her total compensation surpassed $2 million in 2008.

In the January 22 filing, the company says that the full letter agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010.

Image source:  World Community Cookbook

When Microsoft (MSFT) announced on Nov. 24 that CFO Chris Liddell would be leaving the company by the end of the year, the release said that Liddell was “looking at a number of opportunities that will expand his career beyond being a CFO”. About a month later, we learned that Liddell would in fact continue to be a CFO — albeit with the added title of Vice Chairman — at General Motors.

Now one might think that going from the relative stability of Microsoft to the relative instability, or at least far more challenging environment, of General Motors might be a risky career move. And in the 8-K that GM filed last month, it seemed to account for that by giving Liddell a huge increase in salary — $750K a year to be finance chief at GM, a 33% increase over his last reported salary at Microsoft — as well as a bunch of other longer term incentives.

But on top of the gifts bestowed upon Liddell by his new employer, the 10-Q that Microsoft filed on Friday afternoon included Liddell’s resignation agreement with Microsoft, which spelled out $1.9 million in payments to the former finance chief — half of which was paid on Dec. 31 and the other half which will be paid on March 31.

That’s certainly a nice little cushion to begin a new chapter in one’s career.

Image source: Made in China