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Friday, May 2, 2008 at 8:43 am by PH
FBR: Old dog, old tricks

Friedman Billings Ramsey (FBR) is still up to the same shenanigans as always. We first spotted their family ties way back in 2004, when the in-laws were feeding at the FBR trough.

This time, it’s CEO Eric Billings’ sons who are lapping away. In FBR’s latest proxy, the Company discloses that three of Eric Billings’ sons were on the 2007 payroll, all as “Assistant Vice President, Junior Broker” in the institutional sales department. Not a bad gig if you can get it — during 2007, Billings’ three sons were paid cash compensation of $199,151, $197,673 and $197,291.

At least it was blood relations this time. Nonetheless, given FBR’s abysmal stock performance, maybe the company should focus less on the family and more on preserving shareholder capital.

Thursday, May 1, 2008 at 7:07 am by PH
Crocs & the Craftsmen Truck Series

Until today, I had no idea that NASCAR sponsored a truck racing series (the Craftsman Truck Series). I was further puzzled as to why footwear maker Crocs, Inc. (CROX) was a sponsor of the event. Fortunately, Crocs’ latest proxy solved the Crocs - Craftsman Truck mystery.

Turns out that Crocs’ $600,000 sponsorship of Germain Racing Truck #9 is on behalf of driver Justin Marks, who is the 26-year-old son of Crocs director Michael Marks.

In disclosing the sponsorship, Crocs noted “[w]e believe that a related person, Justin Marks, has a material interest in the sponsorship by virtue of his employment with Germain Racing as the driver of Truck #9.” Really, you think so?

To be fair, Crocs does engage in a number of sports marketing efforts, including sponsorship of NASCAR’s more popular Sprint/Nextel Cup series. And Justin is currently 17th in the overall point standings, the second-highest showing for a rookie driver in the series. Now, if I could just find out if he wears Crocs during the race…

Wednesday, Apr 30, 2008 at 9:01 am by PH
A well-heeled exit

When Steven Madden Ltd. (SHOO) first announced the exit of CEO Jamieson Karson in March, I didn’t think much of the boilerplate in the 8-K stating that

Mr. Karson’s resignation was not the result of any disagreement with the Company’s operations, policies or practices. For the purposes of determining any payments to which Mr. Karson will be entitled following his resignation, the Company and Mr. Karson have agreed to treat his resignation as a termination without Cause.

Seems pretty standard, right? Cut to today’s proxy filing. In a wall of text underneath the caption “EMPLOYMENT ARRANGEMENTS”, the proxy notes that

Effective March 24, 2008, Mr. Karson resigned from his position as Chief Executive Officer, director and Chairman of the Board of Directors of the Company, and entered into a Mutual Release with the Company (the “Mutual Release”). Pursuant to the Mutual Release, the Company shall consider Mr. Karson’s resignation to be a termination without “cause” (as defined under Mr. Karson’s amended and restated employment agreement), and shall (1) pay Mr. Karson, on April 1, 2008, the sum of $4,000,000…

To be fair, Karson did step up to the plate in May 2001 after Steve Madden’s major securities fraud bust. However, given the Company’s checkered past and miserable stock performance, SHOO could have at least acknowledged that it was paying Karson $4 million in severance in the original 8-K. Maybe their SEC disclosures are as knockoff as the shoes.

Tuesday, Apr 29, 2008 at 7:20 pm by PH
Comments turned off…

Quick note to let you know that comments on Michelle’s postings will remain in moderation while she’s on vacation. If you have a note about anything I post this week, please send it along.

She’ll be back soon enough — and so will your comments!

Tuesday, Apr 29, 2008 at 6:43 am by PH
Strip-Mining the Company Coffers

Mining giant Freeport McMoRan Copper & Gold, Inc. (FCX) doesn’t have to keep scouring the world for new mineral properties – it’s got a juicy trough of gold that the Company’s Directors have been exploiting for years.

Near the end of the 2008 proxy FCX recently filed, there are several paragraphs describing Freeport’s “services agreement” with the FM Services Company (the Services Company), under which the Services Company provides FCX with executive, technical, administrative, accounting, financial, tax and other services on a cost-reimbursement basis.

Director B.M. Rankin, Jr. has an agreement with the Services Company to render finance, accounting and business development services to Freeport. The Services Company provides Rankin compensation, medical coverage and reimbursement for taxes in connection with those medical benefits. The total received by Rankin during 2007 pursuant to this agreement was $783,484 – over half of the $1.4 million in total compensation Rankin received in 2007 for being an FCX Board Member. Of course, the proxy doesn’t disclose how many hours Rankin worked to provide these services.

Directors Bennett Johnston and Gabrielle McDonald each pulled down $225,000 in consulting fees under similar arrangements. Johnston’s services apparently relate to international relations and commercial matters, while McDonald’s services are in connection with her role as Special Counsel on Human Rights.

Director Stapleton Roy is Vice Chairman of Kissinger Associates, Inc, which provides FCX advice and consultation on specified world political, economic, strategic and social developments affecting our affairs. Under these agreements, Kissinger Associates receives an annual fee of $200,000, additional consulting fees based on the services rendered, and reimbursement of reasonable out-of-pocket expenses incurred in connection with providing such services.

Apparently, the getting was so good that another Director is digging into the trough as well. Effective January 11, 2008, Director Taylor Wharton and the Services Company are parties to an agreement under which Wharton renders consulting services in connection with all medical and health affairs affecting us, our affiliates and our respective directors, officers and employees. Under this agreement, Wharton will receive an annual fee of $400,000 for the initial term of the consulting agreement from January 11, 2008 through December 31, 2008.

Granted, these consulting fees made up only a tenth of the $14.7 million that FCX awarded its directors in 2007. But all of these Directors are well over retirement age and should have plenty of time to devote to furthering stockholder interests without those hefty consulting fees.

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