Game day is almost here, and thanks to the Super Bowl advertising sweepstakes, the event is probably as big a deal for corporate America as it is for sports fans. But a stroll through companies’ public disclosures shows that the Super Bowl looms large for executives and companies in other ways as well.

Television networks and station owners, of course, are full of references to the big game, either because they scored big with advertising sales in years when they carried it, or because they’re missing revenues from previous years in which they did. And for other reasons: As of last November, CBS (CBSA) was still disclosing the impact of Janet Jackson’s 2004 halftime-show wardrobe malfunction (an initial $550,000 forfeiture levied against the company by the Federal Communications Commission was vacated by the Third Circuit Court of Appeals, and the FCC has sought Supreme Court review).

Advertisers, too, care a lot as well, and it isn’t all about image. In an earnings release it filed with an 8-K on Tuesday, Chrysler cited last year’s game when mentioning an eight-fold increase in January sales of its Chrysler 200 vehicle, “nearly a year after appearing in the Imported from Detroit Super Bowl commercial.”

But executives also get in on the game, quite literally, when the companies they run buy them tickets to the big event. Most are pretty circumspect when talking about giving executives free tickets to big events — we see far more references to perks of generic “sporting event” tickets or “sports tickets.” Apollo Group (APOL), the big for-profit education company, has no such qualms, as we footnoted early last month.

The company has the naming rights agreement for the Arizona Cardinals’ stadium, giving them some benefits that are paying off now, according to the company’s December 28 proxy. That includes “fully-paid expenses (transportation, food and lodging) to the Super Bowl and NFL Pro Bowl each year for up to 4 guests per trip, a specified number of tickets to each Super Bowl held at the stadium and the right to buy a fixed number of additional tickets to each Super Bowl held at the stadium and up to a specified number of seats to Super Bowls held at other locations.”

As we said, most disclosures about sports-ticket perks are vaguer. Penske Automotive Group, Inc. (PAG) filed a proxy in March, 2011 showing that it provided “personal use of sporting event tickets” to at least a couple of its named executive officers. So did Universal Health Services, Inc. (UHS), which disclosed in its April, 2011 proxy that:

“From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.”

Other references in the filings are more oblique, but can still be illuminating. Groupon (GRPN) even got into the act in some of its many amended registration statements (S-1/A filings) last fall as it prepared for its IPO. In it, the electronic coupon company quotes an August 25 email to employees from its chief executive, in which he defends a dubious (and controversial) performance measurement, and in passing makes reference to the “reason we didn’t realize everyone in the world would hate our Superbowl ad…” (Last year, of course, Groupon tried to pull a Monster.com with a cheeky Superbowl ad debut, and instead ran three ads that fizzled, one of which was widely seen as mocking Tibetans for being poor and dominated by China.)

Some filings give an insight into ordinary working conditions at some companies: A collective bargaining contract included as an exhibit to the 10-Q that Republic Airways (RJET) filed on November 9 elevates the sporting event to the status of Christmas for some personnel purposes, noting that “During a period (e.g., Christmas Holidays, Superbowl weekend) when all Flight Attendants are required to present a doctor’s note for sick calls, prior notice will be given” before the restriction is put in place.

And of course, a few companies are just bragging: For some time now, truck-maker Oshkosh (OSK) has been saying in the Business section of its 10-K filings that the the company’s television-news trucks “have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.”

Similarly, a couple of companies are boasting about directors’ roles on this year’s Super Bowl host committee. Nike (NKE) noted in its July 26 proxy that director John C. Lechleiter, who’s on the board because of “his operational executive experience and his knowledge of science, marketing, management, and international business,” was on the 2012 Indianapolis Super Bowl Host Committee, and tiny Pantry Inc. (PTRY) notes the same for director Mark D. Miles, who is deeply involved in a number of Indiana organizations and is the host committee’s chairman.

We’re not sure if these mentions tie into the SEC’s relatively recent requirement that companies lay out their board members’ business qualifications — a host committee has a lot to do in a short time, after all — or if it’s more just a way of recognizing an honor.

So as you settle back with your cold beer and 32-layer dip to watch the game (or maybe to read a good book in the next room instead), give a thought to the poor securities lawyers who are going to have to work developments off the field into company filings over the next 12 months.

Image source: American Football image via Shutterstock.com

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Fifteen months ago, we took Choice Hotels (CHH) to task for tearing up a departing executive’s carefully crafted severance terms in favor of an ad-hoc arrangement that the company admitted it wasn’t actually obliged to pay. As it turned out, that executive faced insider trading allegations by the Securities and Exchange Commission a few months later, which she settled without admitting or denying anything.

When it comes to disclosure and executive exits, however, we’d like to think someone over at Choice Hotels was paying attention: An executive vice-president is being shown the door again, and the hotel chain seems to be going more or less by the book. The book, of course, is the severance terms the company’s lawyers had written in advance. The outgoing EVP is Bruce Haase, whose broad portfolio included global brands, marketing and operations, and the executive is going to get pretty much what he was promised.

Not that it’s easy to figure that out. The 8-K that Choice Hotels filed yesterday was a model of brevity, at just under 350 words. Unfortunately, it could probably have been boiled down to just a sentence or so: “Go take a look at his employment agreement, and the amendments attached to the 8-K.”

We should stress that in this case, there’s no indication that Haase is leaving under any kind of a cloud. The filing simply says his departure “will be deemed a termination without cause under Mr. Haase’s Non-Competition, Non-Solicitation and Severance Benefit Agreement.” But there are also no numbers to make clear what’s happening. The document simply refers readers back to that melodiously named “Non-Competition, Non-Solicitation and Severance Benefit Agreement” and a new amendment, dated January 27. The amendment is attached as another brief document, but unfortunately it amounts to a laundry-list of changes, without saying much about the original terms. Similarly, a two-page Transition Services Agreement spells out his pay and benefits entirely in reference to his earlier agreement and the recent amendment (and federal law, which isn’t all that illuminating either).

Given time and a little effort, it is possible to piece all this together — that’s how we can tell you it works out to something like $2.7 million, going by the proxy that Choice Hotels filed on March 31, 2011 (or maybe a smidgen less, given the 6.6% decline in the company’s stock since the end of 2010).

Most of that is cash, at 18 months’ salary ($600,000) and the equivalent of a bonus target of $220,000, or 55% of salary. Health benefits and outplacement services — last month’s amendment says he can use any outplacement firm he wishes — amounts to another $38,000 or so. Some $248,967 represents the pension he can start drawing at age 65 (he’s now about 50 years old). The rest — some $1.7 million — comes from from the continued vesting of stock and options over the 18 months after his termination. Not included in there, as far as we can tell, is the $4.3 million or so he’s accumulated in his deferred compensation account, including more than $370,000 in employer contributions and company-paid earnings for 2010 alone.

Beyond the fact that they could have made it a lot easier for shareholders to get the complete picture, we do have one other (small) bone to pick with Choice Hotels: The company first mentioned that Haase would be leaving in a separate 8-K filed on January 20 — and good on them for doing so; we’ve seen companies do less for more prominent executives. But in that two-sentence filing, Choice Hotels said cryptically that, three days before, it and Haase had “agreed that Mr. Haase will relinquish his title and authority as an officer” on January 31, and that “this event will occur in connection with Mr. Haase’s planned departure from the Company” in the second quarter. That wording makes it sound like this was some long-planned transition, though we don’t see any previous reference to the move.

Anyway, we can pick nits — we’re good at that — but Choice Hotels is at least moving in the right direction, in terms of sticking to the severance terms it already has on the books instead of cooking up ad-hoc arrangements. Now maybe the company can work on making its disclosures a little more investor-friendly.

Image source: Business travelers exiting photo via Shutterstock.

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Some executive departures are more significant than others, which is why it’s one of the dozens of signals we keep an eye out for in corporate disclosures. To see what you’re missing in corporate disclosures — from M&A indicators to accounting gimmicks — check out footnotedPro, our subscription service for professional investors, where we highlight hidden pitfalls and potential opportunities well in advance of the market. For more information, or to inquire about a trial subscription, please email Todd Serpico.

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It’s a time of transition for the folks at Lockheed Martin Corp. (LMT), given the proposed cuts to the defense budget and the resulting possible reduction to the number of F-35 Joint Strike Fighter stealth jets that the Defense Department may order from the company. Yet there’s another transition within the executive ranks, as disclosed by the 8-K filed January 31.

After spending 37 years with Lockheed Martin, Ralph D. Heath, Executive Vice President of the Lockheed Martin Aeronautics Company, is ready to retire. Heath has served in that role since January, 2005 and – based on the information in the 10-K filed in February, 2011 – is (or soon will be) 63 years old. Although his official date to step down as the Executive VP of Aeronautics is April 1, Heath agreed to keep working as an Executive Vice President until April 30, reporting to President and Chief Operating Officer Christopher E. Kubasik during that last month. Accordingly, his official retirement date is set for May 1.

Between now and then, Heath will continue to earn his salary (calculated at $63,333 a month, or $760,000 per year) and benefits. But after May 1 he is set to get a nice check from the company and a consulting agreement, described in the filing as follows:

“Following his retirement, Mr. Heath will be paid $950,000 as part of the transition arrangement contingent upon executing a written release of claims…

Heath also agreed to provide “transitional consulting services” pursuant to a year-long consulting agreement. He can’t work more than 52 days between May 1, 2012 and April 30, 2013, but he will be paid $5,000 per day for his troubles. Lockheed Martin hasn’t filed either the Transition Agreement or the Consulting Agreement yet; but those may be filed shortly, or they may be filed with the annual report, which will probably be filed near the end of this month. However, given the $950,000 initial payment, and assuming Heath works the maximum number of 52 days as a consultant, his new, post-retirement gig is worth $1.21 million.

Of course, Heath will actually be retiring with far more money than that, having labored for so many years for the world’s largest defense contractor. In the March, 2011 proxy, the company disclosed that Heath’s interests in a variety of executive benefit plans (including the retirement plan and a supplemental plan, a Deferred Compensation account, a supplemental pension, and his various equity interests at the time) had an aggregate value of more than $15.78 million, assuming a termination date of December 31, 2010. That number is most certainly higher now, both because Heath continued to get equity awards in 2011 and because the stock is trading about 3.4% higher than it did a year ago.

Within the past couple of weeks, Secretary of Defense Leon Panetta announced that he was rescinding probation of Lockheed Matin’s F-35B program because of the great progress made in 2011. Thus, even with the looming budget cuts, at least Heath is making his exit on a high note.

Image source: Lockheed Martin Corp.

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On January 18, we published our 2012 footnotedPro M&A report, naming 10 companies we see as likely deal targets based on our close reading of SEC filings. To inquire about purchasing a copy, or to find out more about subscribing to footnotedPro, where we highlight hidden opportunities and easy-t0-miss red flags well in advance of the market, please email Todd Serpico.

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Are unfounded rumors getting worse, or are companies just more inclined to blame them for their woes?

We began to wonder about this after reading a new risk-factor disclosure from Jefferies Group (JEF), included in the 10-K the company filed on Friday. Here’s the relevant excerpt (emphasis in the original):

“Unfounded allegations about us could result in extreme price volatility and price declines in our securities and loss of revenue, clients, and employees.

In November 2011, we became the subject of unfounded allegations and false rumors, including among others those relating to our exposure to European sovereign debt. Despite the fact that we were able to dispel such rumors, both our stock and bond prices were significantly impacted. Our common stock suffered a 20% sell-off in minutes and, consequently, its trading was temporarily suspended, and our debt-securities prices suffered not only extreme volatility but also record high yields. In addition, our operations were impacted as some clients either ceased doing business or temporarily slowed down the level of business they do, thereby decreasing our revenue stream. Although we were able to reverse the negative impact of such unfounded allegations and false rumors, there is no assurance that we will be able to do so successfully in the future and our potential failure to do so could have a material adverse effect on our business, financial condition and liquidity.”

Now, in the case of Jefferies, to judge from reports from DealBook, Bloomberg News and elsewhere, it looks like the November sell-off was a mini panic, soon after MF Global succumbed to fears about its European debt exposure. We can’t help but notice that the plunge referred to in DealBook was nearly a month before the end-of-November period at which Jefferies now says it had a net short position in European sovereign debt. Nonetheless, it’s clear there was a real flurry of concern, however poorly founded.

The new disclosure got us wondering how many other companies were warning of similar problems, regardless of the evidence to support it. As we suspected, rumors seem to be on the rise — at least as a feature of corporate disclosures — but they’ve come and gone in waves over the years.

Drawing on the search capabilities of Morningstar Document Research (the service formerly known as 10-K Wizard, a sister-unit within Morningstar Inc. that we use to search, parse, slice and dice filings), we counted up the number of times “unfounded allegations,” “unfounded rumors” and related phrases showed up in 10-K, 10-Q and 8-K filings in recent years. Although there are plenty of other ways to say the same thing (always a problem in this line of work), and similar disclosures could turn up in other filings, we figured it’s a decent proxy for measuring the relative frequency of such disclosures, if not an absolute measure. (For one thing, it doesn’t capture this disclosure from Google, which Sonya footnoted last year.)

Jefferies is the first to use those terms this year, but last year, five companies used the term in 11 filings. By contrast, in 2010, just three companies used it, in six filings total. In 2009, three companies, once each. There was just one use in 2008, when you’d think rumors would have been most rampant in the run-up to the financial crisis. That was the most recent trough, though — from 2004 through 2007, the terms were used between five and seven times a year (and by five different companies most years). Here’s a rough graph of the results:

It’s pretty clear that last year marked a high-water mark for companies invoking unfounded rumors and allegations, and tied with several other years in terms of the number of companies invoking those terms. For what it’s worth, 2011 also recorded a high-water mark for the number of times companies used the terms (ie, counting multiple references in a single filing): 38 times, or more than double 2010, which came in second with 18 mentions.

What’s less clear is just how substantive these fears really are. Few of the filings offer even the specifics that Jefferies does. Some of them are fairly routine, and for the most part, the companies that use these phrases most frequently aren’t exactly household names. But in looking over the companies, at least a couple jump out as familiar, and those aren’t very reassuring.

Companies using the terms in 2005, for example, included American International Group (AIG), which filed a letter from an affiliate attempting to reassure key employees that they can count on their incentive pay (largely in company stock).

One of the other companies that year was Calpine (CPN), which filed an earnings presentation on May 6, 2005, that included a slide titled “Addressing Recent Market Issues” with bullet points “Unfounded Rumors” and “False Claims of a Calpine Bankruptcy.” In a blue box at the bottom of the slide, the company said boldly: “Recent Market Pressure Has Not Had An Impact on Calpine’s Ability to Manage its Power and Gas Assets.”

Not quite eight months later, on December 20, 2005, Calpine filed for bankruptcy, and didn’t emerge until early 2008.

Image source: whisper photo via Shutterstock.com

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Die-hard fans of Wal-Mart Stores, Inc. (WMT) may still be reeling from last Friday’s news that the retail giant is moving its iconic greeters to further inside the store, where they can help customers or direct them to shorter check-out lines — breaking with a 30-year tradition started by the store’s founder, Sam Walton. By making the move, Wal-Mart hopes to improve its profit margins and same store sales; in essence, though, the greeter has become just another associate.

Pinching pennies at the front door may actually be helpful for the company, however, given the significant cash that Wal-Mart has promised to pony up to a couple of  executives, according to an 8-K filed January 25.

One such executive is Rosalind G. Brewer, who was promoted into the role of president and CEO of Sam’s Clubs and will start her job on February 1 with a base salary of $800,000. She won’t have an employment agreement, but the 8-K revealed that her target cash bonus under the Management Incentive Plan (MIP) for the next fiscal year is set at 160% of her base salary, or $1.28 million, and she could get as much as $1.6 million.

Brewer will also get an annual equity award, including performance shares with a target value of $2,625,000 and restricted shares with a value of $875,000. The first award is subject to performance criteria over a three-year period; the second award vests on the third anniversary of the grant date.

But apparently the new salary, potential bonus, and up to $3.5 million in equity awards don’t really compensate Brewer adequately for her promotion, because the filing then adds:

“Ms. Brewer will also receive two additional awards of performance shares in connection with her promotion effective February 1, 2012, subject to approval of the CNGC [Compensation, Nominating and Governance Committee]. The first additional performance share award will have a target value of approximately $1,846,952, and will vest on the first anniversary of the grant date. The second additional performance share award will have a target value of approximately $1,797,014, and will vest on the second anniversary of the grant date.”

Thus, if the company’s performance meets whatever criteria are set by the Compensation, Nominating and Governance Committee, Brewer could get more than $3.64 million extra, which – to our way of thinking – even beats a celebratory promotion lunch at a swanky restaurant in Bentonville. Brewer also gets to use Wal-Mart’s jet for personal reasons “for a limited number of hours,” and the company is paying her relocation costs as she moves from Atlanta to Bentonville.

As for current Sam’s Club CEO and president, Brian Cornell, who joined the company in 2009, he advised his employer that he and his wife want to “move back to the Northeast for family reasons.” But even though he will cease being an executive on January 31, the filing notes that he will continue as “an associate” through April 1, 2012 (albeit one who gets “personal use of the Company aircraft for a limited number of hours”). The 2011 proxy doesn’t reveal Cornell’s base salary, but the 2010 proxy listed it as $800,000 at the time.

Although none of us will probably get an invitation to help Brewer celebrate her promotion, Wal-Mart made an announcement this morning that everyone can look forward to: The midnight party at 2,700 Wal-Marts to celebrate the DVD release of Twilight Saga: Breaking Dawn Part 1 set for February 10 is a go, complete with Edward and Bella collectibles, giveaways, and “Twilight-themed” bakery goods.

Image source: Wal-Mart, Inc.

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On January 18, we published our 2012 footnotedPro M&A report, naming 10 companies we see as likely deal targets based on our close reading of SEC filings. To inquire about purchasing a copy, or to find out more about subscribing to footnotedPro, where we highlight hidden opportunities and easy-t0-miss red flags well in advance of the market, please email Todd Serpico.

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While digging through Discover Financial Services’ (DFS) 10-K yesterday, we noticed an interesting disclosure about a class action lawsuit filed against the company last November in federal court  in California’s Northern District. It seems that one of Discover’s card holders had a beef against the company because it allegedly

“…contacted him, and members of the class he seeks to represent, on their cellular telephones without their express consent in violation of the Telephone Consumer Protection Act (‘TCPA’).”

However effective they might be, we’ve never met anyone who actually liked getting telemarketing calls. And sales calls to your cell phone are particularly annoying, especially because most of us wind up paying for incoming calls one way or another.

In this case, the plaintiff who filed the suit is seeking statutory damages for alleged negligent and willful violations of the TCPA, attorneys’ fees, costs and injunctive relief, which could cost $500 for each violation and $1,500 if it’s a “willful violation.” Discover said it can’t currently predict how the case might turn out, but it “…will seek to vigorously defend against all claims asserted by the plaintiff.”

Never ones to pass up the opportunity to do a little cyber-snorkeling in the Code of Federal Regulations, we found the relevant rules here, in the Telephone Consumer Protection Act. There are indeed restrictions that limit the circumstances in which a party can make a sales or marketing call to a cell phone user, but there are also some exceptions that would possibly get the company off the hook (if the consumer had previously given his consent to be called or if the call had an emergency purpose).

It turns out that this isn’t the first time that Discover has litigated this type of class action lawsuit. Earlier in 2011, the company settled a similar case that had been filed in federal court in the Southern District of California, according to a 10-Q filed last July.

Neither filing goes into the details of the respective lawsuits, so there are a lot of possibilities here. It could be that the underlying facts of the case are similar, or they might be very different. The fact that the first case was settled might have inspired a second plaintiff/attorney duo to file their own lawsuit. And – as far as Discover is concerned, as a company with a $14.79 billion market cap – this could be the metaphorical equivalent of swatting mosquitoes at a picnic. As soon as it swats one down, another one comes circling.

We wondered, though: What other companies are dealing with class action lawsuits filed under the Telephone Consumer Protection Act? We found some other examples from the past few months’ filings, including:

Encore Capital Group, Inc. (ECPG), which got zapped with a couple of class actions filed in late 2010 in federal court in California’s Southern District. Encore Capital lost its bid to get the cases dismissed or stayed. Several months later, two more class action cases were filed in the Northern District of Illinois; but, according to the most recent 10-Q, Encore Capital won its motion to transfer the Illinois cases and consolidate them with the two already pending in California.

Career Education Corp. (CECO), a for-profit education company, has a couple of cases pending in federal court in the Northern District of Illinois, according to the company’s most recent 10-Q. Both of those cases alleged that the plaintiffs received unauthorized text message advertisements from the company, in violation of the TCPA. As of last fall, the parties were trying to negotiate settlements, but some issues remained “unresolved.”

Nelnet, Inc. (NNI), a student-loan servicing company, is defending a case filed against a subsidiary in federal court in New Jersey; that lawsuit, filed on behalf of a putative class, alleged that the company sent unauthorized advertising faxes, some of which were supposedly sent “willfully.” According to the most recent 10-Q, the complaint claims that the company “…sent putative class members more than 10,000 faxes that violated the TCPA, amounting to more than $5 million in statutory penalty damages and more than $15 million if trebled for willful violations.”

There are also several cases pending against smaller companies, but there aren’t so many that we would classify this as the cause of action du jour. Nevertheless, we’ll keep an eye on this topic and let you know if that changes.

Until then, if you get a call on your cell from a telemarketer, it may be comforting to know that you have options.

Image source: Set of touchscreen smartphones, via Shutterstock

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Unemployment is still high, at 8.5%, and underemployment is rife: Plenty of people are working part-time when they’d rather have full-time jobs.

Then there are the part-time jobs pretty much anyone would love to have: corporate directorships. Earlier this month, Michelle footnoted how Google (GOOG) seems to have decided to double the value of the one-time stock grant for new directors, to $1 million, from $500,000. But in recent weeks, some other director pay arrangements have also caught our eye.

Like a lot of companies, WGL Holdings, a Washington, D.C.-area natural gas supplier, lets directors defer some of their pay, and promises to pay them interest on the deferrals. But it turns out that WGL goes further, according to the proxy it filed on Friday, guaranteeing its director a minimum of 8% interest, or, if it’s higher, the “weekly average yield to maturity for 10-year U.S. Government fixed interest rate securities issued at the time of the deferral…” For one director (Melvyn J. Estrin), that meant $89,932 in interest gains in fiscal 2011, or just over a third of his total compensation, and more than his $75,000 in stock awards for the year. It meant $48,309 for James F. Lafond, or just under a quarter of his total pay, and $30,005 for George P. Clancy, or 15% of his total compensation. (We wouldn’t mind getting rates like that on our savings — it would sure help pay the area’s higher-than-average gas bills.)

At first glance, director pay at laser-maker Coherent Inc. (COHR) looks relatively reasonable: The various annual retainers, displayed in a nice table on page 9 of its proxy, range from a base $40,000 for all board members, to $6,500 additional for governance-committee members. But it adds up fast: total compensation ranges from $258,385 for investor L. William Krause (who sits on at least four corporate boards) to $479,629 for Jay T. Flatley, CEO of aggressively independent Illumina (ILMN), who received $390,149 in stock options as part of that.

By contrast, the 8-K filed by Intermec Inc. (IN), an RFID and wireless-identification company, is something we don’t see very much: The company appears to have actually reduced what it’s paying board members. Directors will now receive restricted stock units with a grant-date value of $100,000, instead of RSUs worth $80,000 plus options valued at $80,000. Given the total pay reported in the company’s April proxy, that’s a significant change, assuming nothing offsets the cut: Last year, most of Intermec’s directors made $184,564 all-in — on the low side of what we tend to see.

Another company caught our attention with relatively low director pay — sort of. That’s TFS Financial (TFSL), a $2.9 billion market-cap thrift holding company in Cleveland, which filed a proxy on January 9 reporting annual pay of just $51,000 to $74,000 for six of its full-year directors. Of course, two new directors got $501,500 in new stock awards for joining the board, vesting over five years (or on retirement, which essentially means leaving after age 72; both are in their mid-60s).

Any way you slice it, it boils down to nice (or very nice) pay for part-time work, and we’re haven’t even seen filings from most of the outliers yet. Stay tuned.

Image source: boardroom via Shutterstock.com

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On January 18, we published our 2012 footnotedPro M&A report, naming 10 companies we see as likely deal targets based on our close reading of SEC filings. To inquire about purchasing a copy, or to find out more about subscribing to footnotedPro, where we highlight hidden opportunities and easy-t0-miss red flags well in advance of the market, please email Todd Serpico.

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Last week we wrote about an American executive who got a sweet deal after his employer decided to move its headquarters from Chicago to London. But you needn’t worry that there will be some kind of executive vacuum here in the States:  Yesterday we found an equally impressive agreement that will soon transplant a London-based executive to New York.

The executive in question is C. William Eccleshare, who has been working as the Chief Executive Officer—International of Clear Channel Outdoor Holdings, Inc. (CCO). The company just promoted Eccleshare to the position of CEO of the entire company Clear Channel Outdoor Holdings (including its indirect parent entities, CC Media Holdings, Inc. and Clear Channel Communications, Inc.), which means that he will oversee operations here in the United States and internationally.

Clear Channel included a summary of the terms in Eccleshare’s new employment agreement in an 8-K filed January 24; presumably the agreement itself will be filed soon. The agreement’s term runs through December 31, 2014 and will automatically renew each year thereafter until one side or the other wants to end it. Eccleshare will get an annual salary of $1 million, but that’s just the tip of the compensation iceberg. He will also get a performance bonus under the new agreement that has a target of “not less than” $1 million, although he may earn up to twice that amount; and he can also earn up to $300,000 more for what Clear Channel is calling an “Additional Bonus Opportunity.”

Subject to the Compensation Committee’s approval (and does anyone out there think they won’t give it?), the board also agreed to give Eccleshare $4 million worth of Restricted Stock Units, or RSUs. The vesting of 25% of those RSUs is tied to performance targets, but the rest will vest in 50% increments on the third and fourth anniversaries of Eccleshare’s appointment as CEO.

Clear Channel is certainly doing what it can to make Eccleshare’s move to New York easier:  Besides paying for all “reasonable expenses” associated with the move, it’s also giving him an extra $200,000 to cover those little odds and ends that aren’t “otherwise covered by the Company’s relocation policy.” And then there’s this:

“…for the duration of Mr. Eccleshare’s assignment in New York City, [Clear Channel will] reimburse Mr. Eccleshare up to $20,000 per month, fully grossed-up for applicable taxes, for housing in New York City.”

That is enough to rent a 2,700 square foot, 4 bedroom, 4 bathroom apartment on the Upper East Side that boasts some nice touches like Mahogany and oak wood, imported Italian marble, Subzero appliances, and – of course – a doorman.

The full value of the free housing benefit will depend on how long Eccleshare stays in this role and whether this contract will continue renewing annually after the end of 2014, or whether at some point the parties will amend the agreement and change the terms. Eccleshare is young, though. His age in the February, 2011 10-K was listed as 55, which means that he’s probably around 56 by now; thus, a long-term stay in New York would add up to a significant amount of money.

And we can’t overlook the impending departure of Ronald H. Cooper, Chief Executive Officer—Americas, who will leave his job “no later than” February 29, 2012. The 8-K disclosed that Cooper signed a Severance Agreement and General Release (not filed yet) that will pay him a lump sum cash Severance Payment of $2,547,600, plus a 2011 bonus of $385,100.

Apparently, when it comes to money flowing from Clear Channel’s checkbook to its executives, the motto is “Easy come… easy go.”

Image source:  Check and fountain pen via Shutterstock

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On January 18, we published our 2012 footnotedPro M&A report, listing 10 companies we see as likely deal targets, based on our close reading of SEC filings. To inquire about purchasing a copy, or to find out more about subscribing to footnotedPro, where we highlight hidden opportunities and easy-t0-miss red flags well in advance of the market, please email Todd Serpico.

Designed for investors who want to dig into the details, but don't have the time.

Correction: The headline on an early version of this post incorrectly said O’Donnell would get “free” clothing instead of discounted clothing. My apologies for the error.

American Eagle Outfitters (AEO) describes itself as offering “high-quality, on-trend clothing, accessories and personal care products at affordable prices.” But while it pours effort into making the case that its clothes are a good deal, it put far less into making clear just how good a deal its retiring chief executive got on his way out the door.

As retirement (or severance) packages go, James O’Donnell is no Samuel Palmisano. But he is getting a handsome sum as he steps down from the top job at American Eagle Outfitters on January 28, a move that was telegraphed at least as far back as March. (Sonya footnoted his replacement’s compensation package the day before Thanksgiving.)

The 8-K that AEO filed to disclose O’Donnell’s package is pretty spare: The only dollar figures in it are $552,500 and $2.21 million — the least and most, respectively, that O’Donnell can make from a one-year post-employment consulting gig he’s getting from American Eagle. (Unusually, any amount over the base $552,500 will be “based on attainment of performance goals for the Company’s 2012 fiscal year,” which sounds more like a bonus to us than like consulting fees, but OK.)

Other elements of the package are described blandly as “his deferred compensation,” “a lump sum retirement benefit determined in accordance with the O’Donnell Employment Agreement,” “severance equal to one year of his base salary less the accrued but unpaid cost of his personal use of the Company aircraft…” and so on.

It turns out that all of this vagueness probably adds up to something like $15.6 million.

The breakdown is fairly straightforward: a year’s base salary, or $1.7 million based on last year’s pay; that lump-sum retirement benefit, or $3.6 million (essentially salary plus bonus “for the highest compensated fiscal year of the prior seven fiscal years,” according to last year’s proxy); a 2011 cash bonus ($612,817 last year); his long-term incentive plan account balance ($1.2 million as of the proxy); his deferred-comp account ($2.4 million, the proxy says); and continued vesting for his stock options, restricted stock units and performance shares ($6.1 million as of last year’s proxy).

His options are underwater, so they’re valued at $0 in the above calculation, which could change if AEO’s stock price rises appreciably in the near future. And as intriguing as it sounds, that “accrued but unpaid cost of his personal use of the Company aircraft” turns out to reduce his severance by just $65,000, according to the text of his Succession Agreement.

Oh, and O’Donnell also gets a lifetime “discount on Company merchandise generally applicable to active employees” for himself and his spouse. The company’s benefits website simply describes its discount for employees as “great.” But judging from various rate-your-employer websites (including comments on this one, as well as comments on Yahoo Answers), it does sound pretty good, if you like the clothes, ranging from 25% for clearance items to 40% or even 50% for regular and new merchandise.

It would take a heck of a lot of $10 tank-tops to make much of a difference for O’Donnell financially, much less for AEO investors, who haven’t exactly had a blockbuster year. Then again, they’ve done pretty well overall since O’Donnell took the helm, so maybe they won’t begrudge him a few $19.99 Mohawk Trapper Hats. And hey, we’d sure love to see him in one.

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Bonus: iPad Watch – We’ve been noticing for a while that departing executives are frequently getting to keep their treasured company-issued iPads. We like Apple’s software and hardware here at footnoted, but for the life of us, we haven’t been able to figure out a legitimate business case for an iPad at most companies (including ours — or believe me, I’d be lobbying to expense mine, stat). Now we’ve found support for our skepticism in an 8-K filed by Smart Balance (SMBL) after 5 p.m. on Friday. According to the accompanying Separation Agreement and Release, departing CFO Alan Gever is being allowed to keep his laptop, iPad, cell phone and cell-phone number. However,

“Prior to his Separation Date, Gever shall provide the Company access to his laptop and Blackberry to purge all Company data and information.”

No mention is made of purging Gever’s iPad — presumably because, like his cell phone, it doesn’t hold any company data or information worth purging.

Image source: AEO clearance website (no, really, it’s for sale — or check out the model with reindeer horns for just $14.99)

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On January 18, we published our 2012 footnotedPro M&A report, listing 10 companies we see as likely deal targets, based on our close reading of SEC filings. To inquire about purchasing a copy, or to find out more about subscribing to footnotedPro, where we highlight hidden opportunities and easy-t0-miss red flags well in advance of the market, please email Todd Serpico.

Designed for investors who want to dig into the details, but don't have the time.

Executives leave companies for all kinds of reasons, but we always arch a collective eyebrow when the departure is announced suddenly, without much (or any) explanation, and it involves millions of dollars.

Such is the case of Barbara M. Pooley, Chief Administrative Officer with Kimco Realty Corporation (KIM), the real-estate investment trust that leases 138 million square feet in 940 shopping centers located in 44 states and a handful of other countries.

Pooley has worked for Kimco for a little less than 5 years, having started in 2007 as a vice president of finance and investor relations. The company promoted her along the way, and she landed the job of Executive Vice-President and Chief Administrative Officer in June, 2010.

Kimco first filed an 8-K on January 18 to announce:

Barbara M. Pooley is concluding her employment with Kimco Realty Corporation (the “Company”) and will no longer serve as Chief Administrative Officer of the Company, effective January 13, 2012.”

The filing is dated January 18, which means that Pooley and the company parted ways five days earlier.

The very next day, Kimco filed another 8-K to disclose that Pooley and the company had entered into an Agreement and General Release that spelled out the rights and responsibilities of each party.

As far as we can tell, the rights are pretty heavily in Pooley’s favor, and the responsibilities are rather standard for both parties. For starters, Kimco will pay her $1.75 million over the next 30 months. She’s also going to get a 2011 Performance Bonus of $115,000 and company-paid COBRA premiums until July 31, 2013 (unless she is eligible to participate in a group health insurance plan available through another employer prior to that time). Pooley will further get up to $25,000 to pay for 3 months’ worth of rent on her New York apartment, plus “reasonable moving expenses.” Oh… and she gets to keep her company-issued iPad, too (the trend continues!).

Equity awards are another valuable part of Pooley’s departure package. Kimco agreed to accelerate the vesting on Pooley’s unvested stock options and restricted stock awards, an action worth nearly $988,000. In addition, it promised to give her the shares of restricted stock “that she otherwise would have been awarded pursuant to the Performance Share Award Grant Notice dated February 17, 2011″ and to classify those shares as vested, as of the payment date.

For those keeping score at home, we’re up to practically $2.88 million for Pooley’s departure package, plus whatever her benefits are worth.

There is no mention of why Pooley left – no “leaving for personal reasons” or “leaving to pursue other business opportunities.” Nor is there any representation that the departure is not the result of any disagreement between Pooley and the company (which – as last Friday’s post on Yahoo! pointed out – is often dubious, anyway). There is a promise that neither party will disparage the other, but those clauses are fairly common in the separation agreements that we see.

Whatever the reason, Pooley’s parting gift from Kimco is sufficiently generous that she can presumably take her time and figure out what happens next.

Image source: Money, Gift Wrapped via Shutterstock

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Last Wednesday, we published the 2012 footnotedPro M&A report, listing 10 companies we believe are likely acquisition targets. Three companies on last year’s Top 10 list announced deals within a little over three months. For more information about our 2012 M&A report, or to inquire about subscribing to footnotedPro, please contact Todd Serpico.

Designed for investors who want to dig into the details, but don't have the time.