RE: Fitzgibbon's 2012 Compensation
Yet another spontaneous mid-year pay raise! Brian Ray was granted 65,000 PSU’s on April 11th after receiving 17,431 on January 1st. He may very well deserve it but this is just another sign of a company spiraling out of control! Was this to make up for the fact that his planned stock sales have been for about a third of what he imagined when he sold Garden of Life or that any options he may have are presumably worthless? Or was it in anticipation of having to disclose Fitzgibbon’s 2012 pay trifecta a few days later? Does his stock based compensation have him thinking of quitting? No matter what the answer, this company is clearly a mess.
These PSU’s appear to be mulligan stock options being granted at despondent prices and may amount to a lot of money. That of course depends on how the company defines ROCE (TBD in 2015) and the basis of the 2013 PSU’s (TBD in 2014). It seems to be one of those make up the rules as you go along scenarios. In most ways, they’re better than stock options including their ability to vest at 180% of their target value (automatically if the company is acquired).
If that gets the employees motivated in light of a languishing stock price, worthless stock options and a failed PUP plan then so be it, but what has changed? Wouldn’t their introduction have been an opportune time to sit everyone down, admit there is a problem, introduce drastic changes and cut out all unnecessary expenses (including freezing all other compensation)? Instead, Fitzgibbon get’s his salary jacked 8%, bonus plan 50% and borrows $50k from the company to buy a membership!
He has lost all credibility and simply needs to go. ALL IMO.