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Bill Regan Leaving BH Board


Parsad
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As expected, Bill Regan, the only director showing any sort of backbone on the BH Board, will not be standing for re-election at Biglari Holdings (aka The Steak'n Shake Company).  That's it...the board will soon be fully compliant with the CEO's wishes!  So much for any oversight.

 

http://www.sec.gov/Archives/edgar/data/93859/000092189511000474/def14a07428_04072011.htm

 

The Board has not named a lead independent director.  The Board believes the independent nature of the Audit Committee and the Governance, Compensation and Nominating Committee ensures that the Board maintains a level of autonomous oversight of management. 

 

Gotta love that quote from the filing!  Cough, cough, bullsh*t, cough, cough.  Cheers!

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More great quotes:

 

The advisory vote on the frequency of the say-on-pay vote is a non-binding vote as to how often the say-on-pay vote should occur: every year, every two years, or every three years.  In addition, shareholders may abstain from voting.

 

After careful consideration of this agenda item, the Board has determined that a triennial frequency (i.e., every three years) is the optimal frequency for the say-on-pay vote. Therefore, the Board recommends that you vote “FOR” a triennial interval for the advisory say-on-pay vote.  The Board supports a triennial vote because the Corporation’s executive compensation policies and practices are designed to maximize long-term shareholder value.  Accordingly, the Board believes a triennial vote will align more closely with the long-term strategic objectives of our executive compensation program, as well as provide shareholders a more appropriate timeframe to evaluate the effectiveness of our executive compensation program in achieving these objectives.

 

Why not an annual evaluation?  How does that affect the long-term view of the company's performance or intrinsic value?  Cheers!

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Some more dandies:

 

On 2010 compensation:

 

For fiscal 2010, Mr. Biglari’s incentive bonus was determined solely with respect to the fourth fiscal quarter, during which the Company’s adjusted book value grew by 3.2%.  Accordingly, a pro rata adjusted book value growth hurdle of approximately 1.4% (based on the number of days in such quarter) was used to determine the incentive bonus payment to Mr. Biglari with respect to such quarter, and the 3.2% increase in the Company’s adjusted book value during such quarter resulted in an incentive bonus payment to Mr. Biglari of $1,206,896.  Mr. Biglari’s current base salary of $900,000 was set during fiscal 2009 by the Compensation Committee of the Board of Directors (prior to being merged with the Governance and Nominating Committee).

 

On Change of Control:

 

If the option described in the preceding paragraph expires unexercised after three years, and after such time there is a change in control of the Corporation, Mr. Biglari is terminated by the Corporation without “cause” or Mr. Biglari resigns for “good reason,” Mr. Biglari will be entitled to receive a severance payment equal to 299% of the average annual cash compensation (consisting of his base salary and incentive compensation) paid to him since the date of the Incentive Agreement, subject to reduction to the extent necessary so that no portion of the severance payment will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.

 

Cheers!

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Wh will replace him?

 

I hear Jerry yang is available?

 

Nope, Mike Richards!  ;D 

 

Bronco, you've got two games in hand, but we're seven points ahead...nine points ahead of Detroit!  Our friggin' goals for/goals against differential is scary...almost 20 points ahead of second place Boston...and we've been playing mediocre the last 14 games.  Cheers! 

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There is some value trap, growth trap, jockey trap, etc.

 

I've got a new one. Sardar Biglari is a good case study of "Shareholder's letters" trap. Don't be fooled by shareholders letters that are written in the Buffett style.

 

The SB case might be resumed by these basic steps:

 

1- Promote myself by well written shareholders letters.

2- Make some noise to remove actual management of a public company and take their job.

3- Have some very rich compensation.

4- Adopt some procedures to still be very generously compensated if someone like me want me to taste my own cooking by repeating steps 1 and 2 against me.

 

I guess that one day we'll more or less stop writing about him. Life is short and we have more productive things to do.

 

 

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