yes tidbits... as i said earlier, VC Laster does not say ONE nice thing about the BOD... for your sake I will post another tidbit..
In 2012, the outside directors awarded
themselves $160,000 in cash plus $280,969 worth of
stock options. That total amount of compensation was
286 percent -- so nearly three times -- the mean
compensation for nonemployee directors at peer
companies. Recall the number they were using for
officer compensation. It was the 50th percentile. So
when you're dealing with officer compensation, you use
a third-party expert and you set it at the 50th
percentile of peer compensation. But when you're
doing your own compensation, you disregard the advice
of the third-party compensation consultant, give
yourself an order of magnitude more options than what
the compensation consultant recommends, and you end up
at nearly 300 percent of peer compensation.
In 2013, a similar thing happened.
The outside directors awarded themselves different
numbers of cash, but it was between $140,000 and
$200,000 each, plus option compensation worth
$322,000, roughly 316 percent of average peer
compensation.
In 2014, the outside directors awarded
themselves between $194,000 and $254,000 in cash each,
plus option compensation worth about, again, $295,000
to $300,000, roughly 245 percent of peer company
compensation.
Similar numbers in 2015, between
$292,000 and $354,000 in cash to the outside directors
plus $385,000 worth of option compensation.
I don't know what really happened
here, because my job at this hearing is not to decide
facts. I don't have a full record. Presumably there
are some explanations. But as I said at the outset,
these are claims that are very strong. This is a
board that, at least as alleged, is benefiting itself
in a manner, both procedurally and substantively,
completely divorced from how it is treating others.
My personal view is that when you see somebody who
thinks that it's fair to treat someone else in a
particular way and then decides that, when they're
dealing with themselves, they should get a lot more,
that's usually someone who has a cognitive blind spot.
This was also not information that was
adequately disclosed to the Peregrine stockholders.
It would have been nice to have some
explanation as to why the directors think that the
50th percentile is the right number for management but
the 75th percentile is the right number for them.
Maybe they're just, as directors, that much better
than their management team, such that they only hire a
50th percentile management team, but these guys evaluate themselves as 75th percentile directors. I
don't know.
