RCA Corp. Chief Executive Robert R. Frederick, who will lose his top post in the planned merger of the company with General Electric Co., initially voted against negotiations with GE and has signed a severance contract with RCA that is worth about $2.3 million, according to an RCA proxy statement.
The document shows that, at a board meeting on Dec. 8, three days before tentative approval of the $6.28 billion deal, Frederick alone voted against the nine other directors who wanted to pursue negotiations.
Although Frederick later voted for the merger, his future role with General Electric remains uncertain. A 34-year General Electric veteran, Frederick was hired as RCA president by RCA Chairman Thornton F. Bradshaw in 1982, after Frederick lost out to John F. Welch in a struggle for GE's top post.
Frederick previously has said that he viewed the combination, which will create the seventh-largest industrial corporation, with "mixed emotions."
Frederick was unavailable for comment, but Thomas B. Ross, an RCA vice president, said that Frederick has put aside his initial doubts about the merger and always recognized that RCA's continued independence "carried considerable risk."
The proxy, which was disclosed on Monday, notes that the only other dissenting view in the early stages of negotiations was voiced by director Robert Cizik, who is chairman and chief executive of Cooper Industries. But Cizik did not attend the hurriedly convened Dec. 8 meeting.
Frederick will be well compensated, whether or not he leaves the entertainment and communications company.
He is entitled to roughly $4.45 million in stock options, the proxy statement says. If he remains, he will be paid according to a four-year, $2 million salary contract; if he leaves, he receives the $2.3 million "golden parachute."
RCA would pay about $33 million in golden parachutes if all 62 executives left, although Ross said that some top officials are expected to stay.
He noted, too, that federal taxes might reduce those figures, as well as the value of the stock options.
The severance contracts give $1.53 million to Richard W. Miller, executive vice president for consumer products and entertainment, and $1.58 million to Roy H. Pollack, executive vice president for electronic products and technology.
The proxy statement notes that Miller is entitled to stock options worth $1.7 million, while Pollack's are worth $438,000, and those of Grant Tinker, chairman of NBC, are worth another $1.03 million.
RCA Chairman Bradshaw has options for $6.8 million, and will be paid $500,000 a year for three years after the merger to act as consultant to the company.
The proxy statement notes that Lazard Freres & Co., the investment banking concern that proposed the corporate union, so far has received $1 million in fees and is to receive more when the deal is completed.