Abercrombie & Fitch Board Reckless Compensation. CEO’s Looking for Increase Pay Hire These Guys $ANF

Abercromie & Fitch (NYSE:ANF) seem  do over pay their CEO. Governance experts from GMIratings have noticed that “CEO and Chairman Michael S. Jeffries’ pay is so out of balance with the next four listed NEOs that it’s easy to imagine him being fed peeled grapes by young models in their underwear.”

Not be grudging the peeled grapes and young models in underwear. (I;m very reasonable with perks) the pay is astronomical in relation to other executives who surely must be valuable. So lets take a look at the board of directors who feels compelled to pay a 67-year-old to lead a fashion retailer with a fickle market.

James B Bachman 70 This youngster was previously employed by Ernst & Young and now sits on a number of hospital and community organization boards. What does a 70-year-old accountant know about Fashion. But he does sit on the compensation and governance committees. so he has his finger prints on the pay cheque.

Elizabeth M Lee 68 is a career pedagogue. You might say she knows the youth market. But really how many kids want to dress the way the principal wants them to dress.

Lauren J. Brisky 61 has a background in finance and admin for Vanderbilt University. So she should understand the value of a buck and perhaps has insights into the youth market. She too sits on compensation and governance committees.

John Kessler 77 sits on compensation board and has a background in various Ohio ventures such as airports and a real estate development company. You guessed it sits on compensation committee.

Kevin Huvane 53 partner and Managing Director of Creative Artists Agency. He toils in LA  representing many of the world’s leading actors, writers and directors in film, theatre and television. He sits on ANF compensation committee and probably has a perspective of big money deals for spoilt entertainers.

Craig Stapleton 67  has the coolest resume. Real Estate and being ambassador to the Czech Republic and then to France. He is a member of the Board of Directors of the George W. Bush Library and Foundation and was a  co-owner of the St. Louis Cardinals baseball team since July 2009 and was a co-owner of the Texas Rangers baseball team from 1989 until 1998. Which leads me to ask when was George W Bush trying to run that ball club. At ANF he sits on compensation as well as governance committees.

Archie M. Griffin 57 has held a lot of big cheese positions at Ohio State and Alumni Associations. Not sure what this has to do with the hyper competitive world of fashion but there you have it. Yup on compensation board as well.

Michael E. Greenlees 65 sitting on the compensation board has a background in marketing, advertising and other forms of media manipulation.

The board has a big Ohio bias which may ultimately explain why they do not want stars from Jersey Shore to wear their stuff. Republicans from Ohio do not mix well with aimless youths from New Jersey who if as and when they would vote would not be republican.

The board stinks and will roll over for Michael Jeffries whenever he wants. Right now he is cashing big pay cheques. When the iceberg hits these guys will not be on the bridge.

George Gutowski writes from a caveat emptor perspective. Follow him on twitter@financialskepti or maybe follow his evil twin who is writing a Wall Street Murder Thriller at twitter@georgegutowski

Groupon Slithers Away Friday Night $GRPN $FB $GOOG

Logo of Groupon

Logo of Groupon (Photo credit: Wikipedia)

 

Groupon Inc (NASDAQ: GRPN) announced a material weakness in its accounting policies. It tried to assuage investors that the real numbers like cash flow and real profits are still the same. Also the critical guidance was going to stay the same so hang on investors stay with the cause. Personally I have to disclose to you that I originally signed up for Groupon deals identifying myself as a solvent white educated male in my very late 50’s interested in fine dining, wines, scotch, cigars and very cool stuff for my grand-daughter. I received a slew of offers for nail extensions and nothing for my grand-daughter. Nothing I tell you. So I have been dubious about the underlying business case as it did not work for me.

 

So when I learn that this high flier has a serious problem with its accounting controls somehow I’m not surprised. What is surprising is managements expectations that this can be shrugged off. They claim to be working with another global accountancy to establish the correct policies. The claim says they have been working on the issue for several months. Ahem investors look at this point. If the new boy accountancy has been hired several months ago it means Reg FD has been violated. Groupon management knew about the problem but did not want to disclose or failed to disclose. Governance Governance Governance.

 

The smoking gun will be the terms and reference of the engagement agreement between Groupon and the third-party accountancy. They must have been hired to fix the problem because that’s what the updated guidance said they were hired to do. Do you think Groupon’s legal department see’s it that way? Why did they sign off on the press release and let them walk into the REG FD buzz saw? Do they understand Reg FD and securities litigation? Many class action lawsuits have been announced so maybe not. At this point  there are seventeen announced actions so maybe the legal side is catching on.

 

I just find it very odd that they chose not to name the third-party accountancy firm that is investigating the material weakness. What could the damage be? Ernst and Young will do the audit. But given the responsibility that auditors now have what are the odds that Ernst and Young are reaching for their pen to sign off on the numbers.

 

We may have an interesting discussion about materiality. It’s only some $35 million that’s nothing for a fast growing company with rapacious shareholders. But to someone like a Google (Nasdaq:GOOG) or a Facebook (FB) who have an end game mentality a $35 million anomaly which depresses the price just might be the best piece of news their boards have heard in a long time.

 

George Gutowski writes from a caveat emptor perspective.