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…

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.

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!

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.

The big merger news this morning is that Mars plans to buy Wrigley (WWY) in an $23 billion deal that carries a hefty premium for Wrigley’s shareholders, given Friday’s closing price of $62.45.

But what’s really interesting to me is what role a string of increasingly testy comment letters between the company and the SEC had in pushing Wrigley to go private. The most recent one — from Feb. 25, but released only recently by the SEC is one pretty unfriendly paragraph from Carmen Moncada-Terry to Wrigley CEO William D. Perez:

Without more detail, we cannot agree or disagree with your conclusion that you have an appropriate basis to omit the EICP performance targets related to earnings per share, unit volume, and return on invested capital and sales growth. Since you are in possession of all of the facts related to your disclosure, we have decided that we have no basis to disagree with your decision to omit this information from your filing.

The letters, the first of which is a six-page letter with 17 questions dating back to last Aug. 21., questioned a number of the companies compensation disclosures, including its change-in-control payments. Another letter from Jan. 18 starts out by noting the failure to address earlier questions by the SEC. Just a quick note on accessing the letters — the ones from the SEC are pdfs.

While it’s hard to say definitively whether the comment letters pushed Wrigley into a deal that would take them private, the back and forth with the SEC probably made them a lot more receptive to Mars’ deal.

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Michelle is heading off later today on a mystery trip to celebrate a birthday milestone for her mom (she reads the site, so no disclosure). In my absence, my regular substitute, who prefers to remain anonymous, as well as Contributing Editor Wendy Fried, will be posting daily. I’ll be back on Wednesday, May 7.