Shaking It Up At Phoenix
The folks who run Hartford-based Phoenix Cos. are busy fending off Oliver Press Partners, an “activist” fund looking to place the tushies of three of its representatives into seats on Phoenix’s board of directors.
If elected, Oliver’s minions will presumably spend their time heckling management and munching on the lavish selection of pastries served, no doubt, at Phoenix board meetings.
Phoenix CEO Dona Young and her compatriots naturally prefer the current, friendlier board, so the two sides are locked in a proxy fight and generating lots of SEC filings.
A Multi-Million Dollar Pay
In a recent filing, Oliver noted snippily that Phoenix’s top executives have found so many ways to compensate themselves that it took 45 pages in last year’s proxy statement to explain them all.
In fairness, I counted only 27 pages, though the compensation disclosure in this year’s proxy (filed this month) takes up 35.
But the fund has a point; Phoenix’s management seems to have utilized most of the executive compensation innovations known to mankind, or at least known to compensation consultants.
Speaking of which, the firm used to retain separate consultants for management and the board, but starting this year everyone will share the outfit that used to work for management.
It all adds up: CEO Young’s take for 2007 was nearly $5 million, not counting the $11 million in unfunded retirement benefits she’s sitting on, or the potential for as much as $27 million in “change of control” payments.
Dining Club To Driving Services
With page-counting barbarians at its gate, Phoenix has made its latest proxy disclosure read like an exercise in corporate public relations, but we’re not overly impressed.
For example, Young’s total perks dropped from $152K to $144K, but since her contract guarantees perks “suitable to the character” of her CEO status (ours is not a classless society), they’re still pretty nice.
They include extra disability coverage worth $39,000, financial planning help in the neighborhood of $12,000, $8,000 in “driving services,” and an item that tends to make shareholder activists particularly hot and sweaty — tax gross-ups of nearly $44,000.
Young’s agreement also grants her membership in a “dining club,” but this doesn’t appear in the perks chart, so it’s not clear how much this item set back Phoenix shareholders.
And as for the amount spent on boardroom Danishes, that’s a tightly held secret.
Wendy Fried, a freelance writer, is a contributing editor at footnoted.org and also blogs about corporate matters at her own site, proxyland.blogspot.com.
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