Along the lines of my earlier post, on the potential for an SEC-initiated Dodd-Frank or S-Ox "claw-back" of some of the executive officers' pay, I took a moment to re-read Mattersight's latest SEC-filed proxy statement, in view of yesterday's warning to place "no reliance" on GAAP continuing operations loss per share, for the last three years -- due to "errors" in calculating the same (forgetting to include the preferred dividend obligations' accrual as an addition to the loss).At page 29 of the latest proxy statement, we learn that the Compensation Committee awarded members of Mr. Conway's team 100 percent of their targeted bonus for "Governance" in the last year. The proxy recites that ". . .'Governance', defined as the Company’s timeliness and accuracy in financial and securities reporting and filing. . . ." is to be paid out, "based upon subjective determination regarding the occurrence of Governance issues; not subject to quantification. . . ."
It then recites that "Governance met or exceeded expectations | 100% [payout]. . . .
Well, call me a crumudgeon if you like, but "timeliness and accuracy in financial and securities reporting and filing" just went out the window -- and retroactively so, for the past three years.
So all of the past three years' bonuses keyed to "Governance" (to the extent any were paid for the past three years' "performance") ought to be clawed back by the board -- in the exercise of its fiduciary duties.
In fact, Mr. Conway, and Mr. Noon and Ms. Carsen ought to promptly volunteer to return all such bonuses "earned" in those prior periods. This -- by Mattersight's own admission, today -- is a "material effect" restatement, coming.
Time to test Mattersight management's integrity, I guess. Let's see what Monday or Tuesday brings -- at the SEC's EDGAR filing window.
No comments:
Post a Comment