Now Ianniello was no novice. He had been with CBS or Viacom (VIA) for the past 12 years and had been deputy CFO since November 2008. Indeed, in the press release that announced Ianniello’s promotion, CBS CEO Leslie Moonves said this:”“He’s been involved in every major financial decision of this company, from the time that the new CBS Corporation was formed to the present day, and he’s spent the last year working alongside Fred Reynolds, preparing for this transition. It’s a luxury to have someone who’s played at his level ready to step into this vitally important position.”

So imagine my surprise when I came across this consulting agreement for Reynolds that was attached to the 10-Q that CBS filed late yesterday. In a nutshell, Reynolds received $100K a month each month for consulting between his retirement on Aug. 15 through Nov. 18. After that, the fee drops to $60K a month through August 2010. While the fees work out to substantially less than Reynolds was making when he was CFO — his base salary was $1.75 million according to the proxy, there’s no requirement in the consulting agreement for Reynolds to work a specific number of hours.

There was also an interesting clause in Reynolds’ contract in terms of travel expenses. While it’s pretty standard to cover a consultants’ travel expenses, Reynolds’ deal requires CBS to pay for travel expenses incurred by “members of his family” too, though it’s not clear from the contract how many people that involves or what services they’ll be providing to CBS.

Last month, Reynolds, 59, was one of several high-powered media executives named to the board of AOL, which Time-Warner (TWX) is hoping to spin-off sooner, rather than later.

While CBS hasn’t had the same level of blood-letting in terms of jobs that many other major media companies have had — just this week, Time Warner announced a $100 million charge and plans to lay-off 400 to 500 people, there’s still got to be some folks wondering if that $100K, or even $60K a month (plus travel expenses for the Reynolds clan) can’t be better used somewhere else.

After the public learned that the Obama girls wore J. Crew-designed coats for their father’s inauguration, the company enjoyed what became known as “the Obama bump.”  Sales soared – especially after the company crowed about its connection to the First Family – and online traffic spiked so high that the company’s web site crashed.

The “Obama bump” no doubt contributed to J. Crew’s (JCG) decision to reward Jenna Lyons Mazeau (who’s often referred to as “Jenna Lyons”), the company’s Creative Director for its women’s clothing.

In an 8-K and Special Bonus Agreement the company filed last week, J. Crew disclosed that it paid Lyons Mazeau a “one-time cash bonus of one million dollars ($1,000,000)” on October 27, 2009.  The only strings attached to the bonus are that if Mazeau leaves the company within two years  “for any reason other than by the Company without Cause or by you for Good Reason,” she will have to repay all  – or some – of the special bonus (the amounts vary based on how long she is with the company).

Even without the Obamas, though, Lyons Mazeau has become something of a celebrity.  Her advice and recommendations appear regularly in a variety of publications, and she has become a household name to many.  And as this article notes, she’s the “creative director for the brand that’s become the go-to for women who demand designer style… without designer prices.”

While other retailers faltered in the past five years, J. Crew’s stock remained relatively stable.  The exception occurred in late May, 2008, when the company’s stock started a steady six-month decline.  Since last November, however, the stock has increased 119%; in fact, it is currently not too far below its highest price in recent history.

There’s certainly nothing wrong with rewarding creative geniuses, and no one can fault the company for giving Lyons Mazeau the bonus in a manner that gives her an incentive to stay with the company for at least four more years.  Yet the bonus must be viewed in the context of other recent events:  Even when the stock was climbing, at the end of Feb. 2009, the company cut nearly 100 jobs, suspended its contributions to employees’ 401(k) plans, and froze wages in an effort to save about $40 million a year.  But if the Obama bump continues, perhaps those decisions can be reversed and employees throughout the ranks can benefit from the company’s good sales.

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Under the terms of his amended and restated employment agreement with Black & Decker, Mr. Archibald would be entitled to certain benefits upon the termination of this employment by Black & Decker without cause or by Mr. Archibald with good reason. Mr. Archibald has the right to terminate his employment for good reason if, upon the occurrence of a change in control, Mr. Archibald is not the chairman, president, and chief executive officer of the successor entity. Upon the termination of his employment without cause by Black & Decker or by Mr. Archibald with good reason, Mr. Archibald would be entitled to a severance payment in the amount of $20,475,000. In connection with a change in control, Mr. Archibald would also be entitled to a gross-up payment if he is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. However, under the terms of the executive chairman agreement with Stanley, Mr. Archibald has waived his entitlement to the severance payment and the gross-up payment otherwise payable under his amended and restated employment agreement with Black & Decker upon consummation of the Merger.

Say what? A CEO who will essentially be out of a job post-merger — after all there’s only room for one CEO post-deal — is passing up an opportunity to get a pile of cash and a gross-up that he would otherwise be entitled to?

Of course, Archibald isn’t exactly out of a job. Post-merger he’ll be given the new title of Executive Chairman and draw a salary of $1.5 million plus a target bonus of $1.8 million and some other goodies thrown in.

Still, CEOs giving up money that they’d otherwise be entitled to under carefully crafted employment agreements — Archibald’s was just revised on Tuesday — is about as rare as it gets. Next thing you know, we’ll start seeing unicorns in the filings!

Whose fault was it? Well the Inspector General’s office has just made the list of the 536 exhibits available on their site, while the SEC’s list remains uncategorized. You can see the full list here:

Public Exhibit List

If only this had been made available on Friday. It would have prevented a lot of wasted hours over the weekend!

Coincidentally, Diedrich’s filed what’s likely to be its last 10-Q yesterday. But what’s surprising was the very first exhibit in the 10-Q: an agreement with CFO Sean McCarthy. Now, McCarthy was named CFO back in January 2006. But the agreement was dated May 1, 2008 and was filed yesterday — roughly 17 months after it went into effect.

We don’t mean to be sticklers here, but what was the hold up with getting this into a filing? By our count, Diedrich has filed 4 10-Qs and 2 10-Ks since May 2008. Even if we assume that it was a typo and May 1, 2008 was really May 1, 2009 — not that that makes sense, but we’re going hypothetical here — there was still a K and a Q that they agreement could have been included in. The agreement itself confirms “in writing” the terms of a change in control, so presumably McCarthy had been working for the past three years under some sort of informal — or at least, non-written — understanding.

Now maybe it’s just an odd coincidence that this agreement was included on the very day that the company announced it was being acquired. But that’s a bit hard to swallow — kind of like coffee that’s been sitting in the pot for too long.

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So far, the biggest headlines to emerge has been about Madoff’s jailhouse interview with SEC Inspector General David Kotz. The Times also posted highlights of interviews with former SEC Chairman Arthur Levitt Jr., William Donaldson, and Chris Cox. Exhibit #29 was also pretty interesting because in it, an SEC branch chief and assistant director for Compliance, Inspections and Examinations said he couldn’t remember “off the top of my head” what a Form 13-F was for. Even Kumara, my SEC file reading dog, knows what that one’s for!

But here’s the real rub: by dumping this kind of thing on a Friday night and providing no description next to the 536 exhibits, the SEC is essentially green-lighting companies to do the same thing with their filings. Right now, the overwhelming majority of companies provide some sort of description of what’s in the exhibits that they file, so that you can figure out whether a particular exhibit is worth reading. It’s the difference between stating “material contract” and “employment agreement with John Doe”.

Over the weekend, I asked the SEC why they chose to release the information this way and didn’t exactly get a good response. In a nutshell, the folks at the SEC blamed the OIG’s office for the Friday night dump and David Kotz, whom I spoke to this morning, said it was the SEC’s decision. “To be honest, I’m surprised that they did this on a regular Friday, instead of waiting for a holiday Friday to put this out,” Kotz told me a short time ago.

Not very reassuring, is it?

UPDATE 11/3: Just to be clear here, the person whom I spoke to at the SEC gave me information on background and never used the word blamed. The choice of the word was my own based on my understanding of the facts after speaking to both this person and David Kotz.

For many companies, college visits are equally as exciting and stressful as they are for students. One reason for this is because hiring the wrong person can be expensive for companies, especially given the current economy. Harman International’s (HAR) proxy filed earlier this week demonstrates the hard hit companies can take when an employee or, in this case a top executive, doesn’t stick around.

In January 2008, Harman announced the hiring of Richard Sorota jas president of the company’s consumer division. He boasted more than 20 years of experience in the consumer product industry, including stints at Scotts Miracle-Gro (SMG) and Procter & Gamble (PG). But Harman clearly wasn’t a good fit since he only lasted one year. In this press release from January 2009, Sorota was described as seeking “an opportunity outside the company”.

But that one year cost Harman around $1.6 million, the bulk of it in relocation benefits and severance benefits, according to the proxy. The severance of $434,632 — nearly two times Sorota’s base salary — seems particularly interesting since the company noted in the filing that it did not have a severance agreement with Sorota. Also interesting is that Harman investors seem to be learning about these details for the first time, nearly 10 months after the fact.

Of course, Sorota could be the real loser here. Since leaving the company, the stock has nearly doubled and is up sharply — over 20% — on yesterday’s earnings announcement.

This post was written by footnoted.org intern Kristen Scholer who is a junior at Northwestern University.

In an 8-K filed yesterday, the company identified the two executives as CFO Frank D’Amelio and Senior VP and Group President Ian Read. Wonder what those efforts were? Pfizer spells it out in the filing:

These included obtaining permanent debt financing during an unprecedented global financial crisis and making organizational, leadership and staffing decisions that have positioned Pfizer to integrate the two companies promptly and begin realizing the substantial projected benefits of the combination following the closing of the transaction.

CFO D’Amelio will get $1.2 million and Read will get $1 million. But they only get to collect 50% — the cash component — right away. That money was paid to the two men on Monday. The rest will be paid in stock — both restricted shares and Total Shareholder Return units that vest after three years. The exhibit attached to the filing also notes that if either man leaves before the end of next October, they have to repay the cash portion of the award.

Still, given all the layoff news surrounding the deal, you have to wonder how news of the bonuses for extraordinary efforts is playing in the trenches. No doubt that some of Mssrs. D’Amelio and Read’s “extraordinary efforts” have been focused on figuring out which jobs to pare. When the deal was announced, the company said it planned to eliminate about 19,500 jobs and during the third quarter call last week, the company said it had eliminated 11,200 jobs since the beginning of 2008. During the call, Pfizer said it had just over 75,000 employees, but provided no similar numbers for Wyeth.

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In the wake of 2007’s credit freeze and 2008’s $4.00+ per gallon gasoline prices, we thought that Winnebago’s (WGO) filings yesterday (an annual report here and a proxy here) might be interesting.

Winnebago, which manufactures the iconic “mobile dwellings” that lumber along America’s interstates, has indeed taken a financial hit.  Yet the filings also contained some optimistic news that surprised us.

Winnebago makes three classes of motor homes:  The huge ones, Class A RVs that are branded either “Winnebago” or “Itasca”, can sell for as much as $312,000.  Class B models, branded “ERA”, are about the size of panel trucks.  And Class C models (also branded “Winnebago” or “Itasca”) are “mini motor homes built on van-type chassis.”  They start at more than $66,000.  Whereas in 2005 almost 63% of consumers bought the big Class A models, now nearly 56% prefer the less expensive Class C models.

Besides the relatively steep price to purchase a new RV, the company said that tight credit markets, low consumer confidence, the recession, and high gasoline costs have all hurt sales.  On page 14, the report said:  “The RV industry saw substantial reductions in wholesale motor home shipments (down nearly 50 percent) and retail registrations (down nearly 40 percent) during Calendar 2008 as compared to 2007. The trend has worsened thus far in Calendar 2009, with motor home shipments down nearly 70 percent and retail registrations down over 40 percent….”

But – as promised – there’s some encouraging news, too. First, page 17 of the Proxy reviews the “numerous cost reduction initiatives” that the company imposed in Fiscal 2009 (it made a “substantial reduction” to the CEO’s salary and also imposed several other freezes and cuts).  Not only were the measures reaffirmed as being “appropriate” for 2009, the executives retained them for 2010.

The company also noted on p. 4 of the annual report that several of its competitors either sold or filed for bankruptcy in the past year.  Winnebago’s opinion is that “…we believe that we have unique opportunity in the current market environment to increase our market share, shelf space and points of distribution.”

And this article notes that Winnebago just hired 134 new employees, its stock price is up from a year ago, and it has a lot more cash on hand.  It quotes Chairman/CEO/President Bob Olson as saying, “we are finally seeing signs of a turnaround.”

Finally, p. 15 includes the optimistic point that with more available credit and improved consumer confidence, the company expects that dealers will increase the number of RVs they order.  So who’s going to plunk down that kind of cash for a hotel on wheels?  The filing states: “A longer term positive outlook for the recreation vehicle industry is supported by favorable demographics as baby boomers reach the age group that has historically accounted for the bulk of retail RV sales.”  If that’s the case, who knows how high sales might soar if the company throws in a new copy of “Born to Run” with every sale?

The Federal government has been considering proposals to reform the U.S. health care system. These proposals may increase government involvement in health care, increase regulation of pharmacy services, result in changes to pharmacy reimbursement rates, and otherwise change the way we do business. The effect of these proposals could have an impact on our results of operations.

The risk factor is a new one for Walgreen, but they’re hardly the only company starting to publicly fret. Just this morning, Centene (CNC) issued a similar warning in their 10-Q. Indeed, we count over 30 companies that have issued similar warnings so far this October, compared with fewer than 10 in October 2008.

Now Walgreen’s warning is particularly interesting because in the 10-K, they note that prescriptions account for 65% of their sales and that 95% of those were reimbursed by third parties. So we decided to also take a look at campaign contributions being made by Walgreen employees — mostly executives — and it’s pretty clear that a number of the key Senators and Congressmen/women in the healthcare debate are recipients. This data is actually donations made by Walgreen Co PAC, which is where the majority of company employees who contribute to campaigns seem to be sending their money.

Now maybe we’re just being overly sensitive to this issue lately since last week, I had to pick up a prescription from Walgreen competitor CVS (CVS) and shelled out $91 for something I’ve bought in the past overseas for under $10. But the state of healthcare in this country is strangling both small businesses like footnoted — and many large businesses too that can’t afford to provide their employees with adequate healthcare coverage.

So here’s hoping something actually gets done this time in Washington and many more companies than the 30-odd we’ve found so far start issuing similar warnings.