KINDRED: Under the agreement announced late his afternoon, Kindred said it will expand its existing home health and hospice services to 70 of the state’s 75 counties from the current six.
Fourth and Broadway headquarters.
The deal with the Arkansas Department of Health includes the Louisville company’s buying the agency’s 74 home health locations; seven hospice service offices, providing hospice services in 42 counties, plus personal-care service business that helps patients with daily living activities. It’s expected to close in the third quarter, pending regulatory and other approvals (press release).
HUMANA: Chief Medical Officer Roy Beveridge sold 3,228 company shares for $186.67 each — a total $603,000 — in a two-step transaction Friday, according to a Securities and Exchange Commission filing this afternoon. The shares were among 7,947 he received earlier that day as restricted stock units awarded under the insurance giant’s 2011 stock incentive plan. Humana appointed Beveridge to the post in 2013 (SEC document). Humana’s stock closed at $189.90 a share today, up 1.5%.
KFC: A St. Louis police officer who gunned down a robbery suspect in the doorway of a KFC restaurant in January won’t face charges because he acted in self-defense, Circuit Attorney Jennifer Joyce announced today (Riverfront Times).
PAPA JOHN’S franchisees have signed a three-year contract to become the official pizza at the Chicagoland Speedway NASCAR track in Joliet in a deal announced today. The track previously served Chicago-based chains Giordano’s Pizza at its concession stands and Connie’s Pizza in its suites (Crain’s).
Roberts
TACO BELL: In Eugene, Ore., police arrested a 44-year-old woman at a Taco Bell Friday night when a dispute with a teenager turned ugly in the restaurant’s drive-though lane. Laura Kay Roberts was booked and released from the Lane County Jail on charges of interfering with police, resisting arrest and disorderly conduct. “Thank God county [jail’s] full,” read a post on her Facebook page, followed by several emoji icons. “No pickle suit for me hahaha.” When a commenter asked what happened, she replied, “I had beer muscles with a side of fireball” (Register-Guard).
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.
Brown
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.
Campbell Brown
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.
Wilson and Brown.
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
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.
Laura Frazier
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 automaker just filed documents with the Securities and Exchange Commission disclosing a slew of stock grants to 10 of the 16 members of the board of directors. The stock, part of their annual fees, was issued to the directors on Thursday; at that day’s closing price of $13.09, the 141,040 shares had a total value of $1.8 million. For most of the directors, the shares were worth about $150,000. Here’s the line-up; links go to the SEC filings.
A news summary focused on big employers; updated 7:43 p.m.
NTT DATA said it will add 300 jobs at its Louisville center to bolster its financial services offerings. The expansion comes only three years after NTT opened its North America Service Delivery Center in the city. The company is based in Plano, Texas (press release).
Ford
FORD said all 14 directors were re-elected to the board last week during the annual shareholders meeting. But the best-paid of them, Edsel Ford II, faced the most opposition (SEC). Ford, 67, has been on the board since 1988, and is a great-grandson of the company’s founder. Last year, the automaker paid him $915,609 in fees — far more than any other director. That included $650,000 under a 1999 consulting agreement he has with the company (proxy report). Also, Executive Vice President James Farley sold 78,042 shares yesterday at $13.31 each for a total $1.1 million (SEC). Ford’s stock closed at $13.14, down 1.4%.
HUMANA issued a progress report on its goal to improve health outcomes 20% in communities where it does business by 2020 (press release); full report.
PIZZA HUT is giving beer-infused crusts a trial run in London (Mirror).
KFC has just opened the world’s first human-free fast food restaurant in Shanghai (Yahoo Tech). And a British newspaper wins today’s prize for worst pun use in a story: “Hundreds of fried-chicken lovers were counting their clucky stars this morning at the opening of KFC’s new Nottinghamshire eatery (Nottingham Post).”
In other news, Gannett has substantially raised its hostile bid for The Los Angeles Times, Chicago Tribune and other Tribune Publishing Co. newspapers by 22%, to $15 a share from $12; Tribune’s board has so far rebuffed the Courier-Journal’s parent company (regulatory filing).
The popular Highlands Asian restaurant Joy Luck is opening a second location, in the East End (Insider Louisville). The Holiday World & Splashin’ Safari park’s 11th annual charity walk raised more than than $350,000 for the Juvenile Diabetes Research Foundation (Courier-Journal).
Reily
Louisville entrepreneur Stephen Reily is among seven candidates vying for one of the most sought-after seats on the 26-member Metro Council — the Highland’s District 8 — as voters head for the polls today (Insider Louisville).
Papa John’s founder and CEO John Schnatter sold 1,209 shares at $60.06 each yesterday, the company said in a regulatory filing moments ago — for a total $72,540.
After the sale, he owned 10,005,312 shares, excluding options, company documents show. At the current stock price, those shares are worth $600.3 million.
News about business and culture in Louisville, Ky.