Boulevard focuses on news about some of Louisville’s biggest employers, nonprofits, and cultural institutions. This is one in an occasional series about them.
Louisville’s economy was sizzling in 1951, when General Electric’s nearly 50-year-old home appliances business started construction on what would become one of the city’s single-biggest factory complexes. Louisville’s population had soared 15% in the previous decade, to 369,000, after World War II’s end shifted the U.S. economy back to peacetime prosperity.
GE appliances traces its history to 1905. But through its corporate parent and original driving inventor, it really extends even further back, to 1866. That’s when 18-year-old Thomas Edison moved to Louisville to work for Western Union. He spent most of his spare time tinkering, eventually losing his job. Many career moves later, he’d amassed a stack of patents for electrical inventions. The financier J.P. Morgan and a partner cobbled them into a company that formed the basis of General Electric.
That was the goliath that in the late 1940s and ’50s raced to meet post-baby boom consumer demand for toasters, mixers and “white goods” with the latest features — like the two-in-one freezer-fridges advertised in the 1952 TV commercial, top of this page.
Appliance Park would eventually cover 1,000 acres in the county’s south end, with more than a dozen manufacturing, warehousing and power-generation buildings.
With Ford, International Harvester and other big manufacturers, GE launched a solid middle class with good wages and benefits that became the foundation of Louisville’s economy. At one time, the park employed 25,000 workers. It was a self-sufficient city providing many of its own needs, right down to mail handling.
Brown-Forman chief executive Paul Varga‘s fiscal 2016 pay was down from $11 million the year before and $12.3 million two years prior, the company disclosed in its annual shareholders proxy report.
Compensation for the other four highest-paid executives was mixed vs. the year before, according to the report, which the Louisville whiskey distilling giant filed with the Securities and Exchange Commission late this afternoon.
The figures appear on Page 40, and cover the year ended April 30. In addition to Varga, they include CFO Jane Morreau; Mark McCallum, president of the marquee Jack Daniel’s brand; Jill Jones, executive vice president over North America and Latin America regions, and General Counsel Matthew Hamel.
Chairman George Garvin Brown IV got paid non-equity incentive compensation of $531,787 plus a small salary of $38,750. (“Non-equity incentive compensation” sounds like a cash bonus, but for some reason, Brown-Forman doesn’t use that term.)
In fiscal 2015, Brown’s non-equity incentive pay was much less: $281,845, according to last year’s proxy report. But that year he was still working as an executive vice president in addition to his chairman’s duties. For his EVP work, he was paid $320,427. He left that job a year ago today.
The company also said it incurred $18,359 for certain expenses associated with Brown’s living abroad, and other employee benefits provided to him. The proxy report doesn’t say where Brown, 47, was living at the time. (London, it appears, based on this Globe and Mail story last year.)
The Browns are firmly in charge
The Brown family controls Brown-Forman through their enormous stock portfolio, preserved through multiple generations — at least four — that followed George Garvin Brown, a pharmaceuticals salesman who started the company in Louisville in 1870. At current market prices, the family’s holdings are worth at least $6 billion — but in reality, much more.
The holdings are divided between the company’s two classes of stock: “A” shares, which carry voting rights, and non-voting “B” shares. Both classes trade on public markets, although for different prices. The family owns at least 67% of the A shares, according to the proxy report.
Chairman Brown and his brother, Campbell Brown — who’s also a senior executive at the company — hold one of the family’s single-biggest stakes: 6.8 million class A shares, through an entity called the G. Garvin Brown III Family Group. At today’s closing price of $105.48, those shares are worth $718 million.
Campbell, 48, has been president and managing director of Old Forester, the company’s founding bourbon brand, since 2015.
Keeping business in the family
Another big stockholder is Laura Lee Brown, who with her husband Steve Wilson, founded the trendy 21c Museum Hotel chain in Louisville. She owns 2.2 million class A shares outright, worth $233 million at current prices.
In the proxy report, Brown-Forman said it did business with the couple, as it has in previous years. It includes developing historic Whiskey Row on Main Street into a complex of new lofts, retail and restaurant space to be called 111 Whiskey Row. The company paid $900,000 to a company controlled by the couple: Brown Wilson Development, according to the proxy report.
Brown-Forman also paid the couple $267,395 for rooms, meals and other entertainment at their 21c hotel and its Proof on Main restaurant. It also paid them another $250,440 for leases on parking spaces in a garage they own adjoining Brown-Forman’s downtown offices.
Unraveling founding family’s wealth
Valuing the Brown family’s total stock holdings is difficult. Individual members own shares outright. They also have partial, beneficial ownership through family partnerships and legal entities. Because they overlap with other family members, it’s hard to assign a value to them.
However, counting each share just once among family members owning more than 5% of all outstanding shares, their combined total is about 57 million, worth $6 billion. But that only covers shares held by the single-biggest owners who, under Securities and Exchange Commission rules, are required to disclose holdings exceeding 5%. There may be other Browns sitting on multimillion-dollar positions, undisclosed because they don’t meet the 5% threshold.
And that’s only counting the class A shares. The Browns own several million non-voting B shares, too. Determining exactly how many is tricky, but tables and footnotes in the proxy report offer clues.
For example, Garvin Brown IV and his brother Campbell together own 1.3 million Class B shares outright; at today’s closing price of $97.90, they’re worth another $125 million. Adding that to their A shares, the brothers own $843 million in stock.
Sandra Frazier, who just cycled off the board of directors, owns 373,376 B shares plus 1.4 million A shares. They’re worth a total $185 million. Frazier, 44, is CEO of Tandem Public Relations in Louisville, which she founded in 2005. She’s also a member of the board of directors at Glenview Trust Co., a boutique wealth management company that serves 500 of the richest families in the area.
Her first cousin, Laura Frazier, joined the Brown-Forman board when Sandra left. Laura owns 239,829 B shares and 225,433 A shares. Combined, they’re worth $47.3 million. In addition to being a director, Laura, 58, owns Bittners, the high end furniture and decorating company in NuLu.
The company announced the planned closing today, saying demand for the side-by-side refrigerators made there has fallen 76% since 2008, according to the Associated Press. China’s Haier completed its $5.6 billion purchase of GE Appliances last week. The deal included 61-year-old Appliance Park, where 6,000 people work.
Kindred has reached a deal with lenders handing the hospital and nursing home giant more flexibility over entering into joint ventures, plus provides an additional $200 million in credit.
At least, that’s what we think today’s filing with the Securities and Exchange Commission means, because we haven’t slogged through the full 13,000-word filing; the 8-K material events notice was filed an hour ago.
KINDRED‘s just-announced 52-bed rehab hospital planned for southern California will be built by a private investment company, which will then lease it to the joint venture run by Kindred and local partner Palomar Health. Expected to open in 2019, the facility will be built on Palomar’s existing 56-acre campus in Escondido in San Diego County, 103 miles south of Los Angeles. Kindred didn’t detail the construction cost in its late-afternoon announcement yesterday. Escondido has just 149,000 residents, but the county ‘s total population is 3.1 million.
Palomar wants to relocate its existing inpatient rehabilitation program run by Kindred since 2000 at an older Palomar building in downtown Escondido. Palomar’s campus already includes an 11-story, 740,000-square-foot hospital opened in 2012; it has 288 private single-patient rooms, 44 emergency and trauma rooms, and 11 operating rooms (San Diego Union-Tribune). The new facility will be Kindred’s 20th rehab hospital nationwide. The Louisville company also has 95 transitional-care hospitals and 90 nursing centers. Palomar was launched in 1933 by two women — a nurse and a dietician — who used their own money to buy an egg and poultry plant downtown and converted it into a 13-bed hospital.
In Louisville, meanwhile, Kindred is planning a four-story, 114-room nursing home near the Old Brownsboro Crossing development at Chamberlain Lane. That follows the company’s disclosure two weeks ago that it’s closing its nursing and rehabilitation center near Bashford Manor, with 110 residents and 153 employees (Courier-Journal).
TACO BELL rival Chipotle’s once high-flying shares fell again, closing at $390.31 moments ago, the second consecutive day near three-year lows after a bearish Deutsche Bank report Monday. The stock’s weakness is the latest sign the Mexican food chain is still recovering from a devastating E. Coli outbreak last year; shares had reached an all-time high of $748 last August.
Analyst Brett Levy said Chipotle’s profit margin potential is now highly uncertain as sales continue to decline, and some customers “may be lost for good.” The analyst cut his price target to $340 (KDVR). The Denver-based chain was felled by two E. coli outbreaks starting in late October, forcing the company to shutter all its stores for a day to retrain employees. Chipotle shares have plunged 39% since the first outbreak emerged vs. a 17% gain by Taco Bell parent Yum. The CDC declared the outbreak over in February (CNBC). More about Yum.
AMAZON: A new report may have settled a long-standing question: How many different products does Amazon sell? Answer: 12.2 million on its own. Throw in marketplace sellers, and the number soars to nearly 354 million — enough to supply one different gift to each of the U.S.’s 319 million residents. Both figures exclude books, media, wine, and services, according to the 360pi study (Chain Store Age).
Kansas City, Kan., has emerged as a likely location for one of Amazon’s newest distribution centers, sparking speculation same-day delivery service won’t be far behind; it’s already available in Louisville and 26 other markets. The retailer is already working on a 822,104-square-foot center 37 miles southwest of Kansas City in Egerton, and plans to begin staffing there early next month for the busy third-quarter shipping season (Kansas City Business Journal). Amazon has two centers in the Louisville area with 6,000 employees, and another three elsewhere in Kentucky.
In other news, urban life blog Broken Sidewalk has new drawings of the recently announced six-story, 128-room Cambria Hotel proposed for the former Connection nightclub site on the corner of Market Street and Floyd Street in NuLu.
On Wall Street, U.S. stocks opened higher as traders eyed the end of a two-day Federal Reserve Open Market Committee meeting at 2 p.m. (Google Finance).
News about business and culture in Louisville, Ky.