If their merger is approved next month, the top two dozen executives of Allied Corp. and The Signal Companies will receive more than $50 million in merger-related payments and guarantees of future employment known as "golden parachutes" and "golden handcuffs."
In the parlance of mergers and acquisitions, golden parachutes are generous compensation arrangements for top executives of companies involved in mergers, while golden handcuffs are lucrative payments that executives receive only if they stay with companies after they merge. This merger has both.
In addition to their salaries and the value of any stock they already own, the top two dozen officers of Allied are slated to receive merger-related payments of about $22.8 million, while an equal number of Signal executives are to receive $31 million.
Allied Corp. Chairman and Chief Executive Officer Edward L. Hennessy Jr., who will be chairman and CEO of the combined company, will receive about $4.9 million in cash and stock, assuming shareholders of both companies approve the merger next month.
About $3.7 million of this sum, to be received over the next five years, is part of a special payment program adopted by Allied that rewards Hennessy with merger-related payments similar to those received by the top Signal executives and encourages him to remain with the company for several years.
The other $1.2 million represents incentive compensation that Hennessy could have received in the future if Allied had met certain financial goals. However, as a result of the merger, the performance goals were waived and Hennessy automatically became eligible to receive the funds. In addition to these payments, Hennessy will receive at least $1.5 million a year as chairman and CEO, a spokesman said.
Hennessy will receive no compensation for serving as a director of the company, because he is an officer. However, he receives a total of more than $40,000 a year for serving as a director of the Bank of New York, Martin Marietta Corp., DNA Plant Technology Corp. and Nova Pharmaceutical Corp. He also receives stock options from some of the companies.
Signal Chairman and Chief Executive Officer Forrest N. Shumway and Signal President Michael D. Dingman each will receive about $4.7 million in stock and cash as a result of the merger. More than $4 million of each of their merger-related compensation packages consists of golden-parachute payments automatically triggered by the takeover.
About half of the rest is the value of benefits they could have received in the future if Signal achieved certain financial goals, but those goals were waived and the payments accelerated as a result of the merger. The rest is the incremental value of accelerating certain payments the executives would have received at a later date. These payments over the next few years will be in addition to their respective guarantees of future employment at a minimum of $1.5 million a year.
Shumway and Dingman will receive no compensation for serving as directors of the new Allied-Signal combination, because they are officers. However, Shumway receives a total of more than $60,000 a year for serving as a director of Aluminum Corp. of America, Clorox Corp., First Interstate Bancorp and Transamerica Corp, while Dingman makes in excess of $80,000 a year for serving as a director of AMCA International Ltd., Ford Motor Co., McFaddin Ventures Inc., Pogo Producing Co. and Time Inc.
Some corporations have golden-parchute provisions similar to Signal's for top executives of companies acquired in hostile takeovers. However, many of those golden parachutes do not take effect if the merger is a friendly deal, such as the Allied-Signal combination.
First Boston Corp. and Lazard Freres & Co., the Wall Street investment banking firms advising Allied and Signal on the merger, will receive $10 million each if the deal is completed.
All of these benefits are described in the complex 324-page proxy statement mailed to the 329,800 shareholders of both companies on Aug. 8. The proxy says that non-employe directors of the new company will receive $45,000 a year for serving on the giant company's new board. Last year, Signal directors received a flat $45,000, while Allied directors received $15,000 plus additional payments for attending board and committee meetings. The new board will be divided evenly between former directors of the two companies.
The proxy also describes some of the future employment agreements the top three executives will have during the next decade.
Signal's Dingman appears to have the most unusual future employment package of the trio. His deal not only guarantees employment until 1996, when he will be 65, but also ensures future compensation if he chooses to stop working.
When asked if the arrangement guaranteeing Dingman's salary even if he stops working was unusual, Hennessy replied, "He Dingman can put it to us."
Dingman will become president of the combined company if the merger is approved. Shumway, 58, will become vice chairman and retain that title until he reaches 65. Hennessy will be chairman and chief executive officer.
Hennessy will remain chairman of the company until March 31, 1993, when he reaches 65, according to the agreement. He will remain chief executive officer until Dec. 31, 1990, when Dingman will step into that role, while remaining president. Dingman is slated to retain both titles until Sept. 30, 1996. If the board chooses not to appoint Dingman CEO on Dec. 31, 1990, he can collect his future compensation anyway, according to the proxy statement.
While spokesmen for both companies said last week that the payments and guarantees of future employment are needed to retain executives, they disagreed in interviews about what the golden parachutes, golden handcuffs and other rewards are worth.
Some, but not all, of the disagreement was caused by differing interpretations about how much top executives were receiving as a result of the merger and how much they would have received in the near future if the merger did not occur.
First, an Allied official suggested in an interview that Dingman and Shumway had merger-related compensation of more than $7 million each, significantly above Hennessy's payment. "That's just dead wrong," Signal Senior Vice President Marc Stern responded when he was informed of that statement. He also disputed calculations by the Allied official that Signal's top 25 officers would receive more than $50 million in merger-related compensation, instead of the $28 million to $30 million he believes is accurate. The discrepancies involved differences in interpreting the complex pay arrangements.
"I plan to try to understand what is happening," Stern said. . . . "Why give this more notoriety than it deserves? It's already got enough. . . . I can't explain what's going on between the two companies. . . . I plan to talk to them, because this is outrageous. It is nonsensical. . . .
"To make it look like they're [Shumway and Dingman] getting $3 million more than they're getting is upsetting," Stern said.