After going private, SRA makes an expensive change in leadership


New chief executive, William L. Ballhaus, says going private will help the firm focus on long-term opportunities instead of short-term results. (Jeffrey MacMillan/For Capital Business)
July 31, 2011

Fairfax-based contractor SRA International’s move to private-company status will result in big paydays for its outgoing chief executive and its new leader.

The company has tapped William L. Ballhaus, who led DynCorp International for two years and spent about five years at BAE Systems handling information systems and intelligence, to take over from Stanton D. Sloane, SRA’s chief executive since 2007.

Earlier this year, SRA was purchased and taken private under a $1.88 billion agreement with Providence Equity Partners. The company had posted markedly lower results in fiscal 2010. Though revenue grew to $1.67 billion from $1.54 billion in fiscal 2009, profit dropped to $18.4 million (32 cents per share), down from $58 million ($1.01).

According to a filing with the Securities and Exchange Commission last week, SRA and Ballhaus signed a three-year employment agreement that will automatically renew for one-year periods. Ballhaus is to receive a salary of $840,000 as well as the opportunity to earn an equal bonus, a $5.5 million signing bonus and a $2 million retention bonus that would be paid on Aug. 31, 2012.

He was also granted $1 million in restricted holding common stock that will vest over five years and will be part of an equity incentive program, the terms of which haven’t been determined.

Sloane received $1.41 million in total compensation in fiscal 2010 — a $680,000 base salary as well as a roughly $626,000 non-equity incentive in addition to other compensation.

He did not receive the full incentive for which he was eligible after the company’s compensation and personnel committee determined that performance expectations were not fully met.

Sloane will receive nearly $3.8 million in his exit, based on an analysis of the company’s filings by executive compensation data firm Equilar.

Because the company went private and regardless of his departure, he is eligible for $1.2 million in accelerated equity and a $500,000 transaction bonus. His departure from the company adds a $2 million severance payment and $28,000 to continue his benefits for 18 months.

On top of the nearly $4 million payout, Sloane is to receive $1.2 million in cash out of vested options, nearly $3 million in cash out of common shares he owns and about $280,000 in payout of accrued leave, according to Equilar.

Sloane said last week he expects to announce his next move soon. He was upbeat about his departure from SRA and praised the selection of Ballhaus, adding that he feels good about his time at the company.

Looking forward, Ballhaus said last week that he is optimistic about SRA’s prospects for growth, despite the threat of reduced government spending.

“It didn’t take much convincing when the opportunity came up,” he said of accepting the job.

In particular, Ballhaus, who is meeting with employees as he learns more about the company, said SRA will benefit from going private.

“Being a privately held company offers us a lot of advantages,” he said, adding that the company can now “focus like a laser” on long-term opportunities, rather than on the short-term results demanded by shareholders.

SRA will employ its existing strategy, seeking to grow both organically and through targeted acquisitions in areas expected to be well funded, such as health care information technology, cybersecurity and mobility, according to Ballhaus.

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