George Garvin BrownIV, a great-great grandson of the young pharmaceuticals salesman who started Brown-Forman in 1870, stepped onto a dais at the whiskey giant’s annual stockholders meeting today, and told an amusing story about a subject that might otherwise have been deadly dull: brand loyalty.
It was 9:30 a.m., and several hundred stockholders had assembled in a conference room at the white-collanaded headquarters on Dixie Highway west of downtown. On a classically muggy Louisville summer morning, this was a dressy crowd. Many of the men wore dark suits, crisp white shirts, and boarding school repp ties. Women wore tailored dresses, or smart skirts paired with jackets, and an occasional pearl necklace. People were tan and slim and — in the case of the many Browns there — very, very rich.
This was a business event, but it felt as much like a family reunion, too — because, after all, a core group of Browns control the company through an equity stake worth well north of $6 billion. Garvin Brown, who is 47 and lives mostly in London, was running the meeting as chairman of the board. Seated nearby in Chippendale-style chairs facing the audience were the other 11 directors up for re-election.
This is the story Brown told. He was on a flight from London to Warsaw for a meeting with the Brown-Forman team responsible for the company’s growing business in Poland. Brown had lucked out, scoring one of his favorite seats — aisle, in a roomy exit row — with two empty ones between him and the window. Then a British man, one of the many harried road warriors aboard, arrived to take the window seat. He asked for a Jack Daniel’s, Brown-Forman’s most profitable brand, when the flight attendant rolled the snack cart down the aisle. Here, Brown’s ears perked up.
But the airline was all out. Would the Brit settle for another brand of whiskey, the attendant asked, perhaps a Johnnie Walker? Nope, he replied, and asked for a glass of champagne instead. As Brown pointed out to the audience, here was a man so loyal to Jack Daniel’s, he’d sooner drink airline champagne than just any other whiskey.
That’s how Brown eased the stockholders into a more formal presentation by CEO Paul Varga, who deployed many bar charts and fever graphs showing return on shareholder equity over one year, five years, and 20 years — important stuff, to be sure, but not quite as compelling as Brown’s literally on-the-fly market research.
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.
A news summary, focused on big employers; updated 4:51 p.m.
BROWN-FORMAN: Amid recent speculation the company is considering selling Finlandia, CEO Paul Varga threw tepid support behind the vodka brand during the fiscal fourth-quarter conference call with Wall Street analysts yesterday; he was responding to an analyst’s question about Finlandia’s being a “drag” on growth.
“Finlandia has been very important to particularly Jack Daniel’s development in Eastern Europe over the last decade,” Varga said, according to Seeking Alpha’s transcript. “It’s just a very difficult time for the vodka segments in those Eastern European countries right now, and we’ve seen this before with categories where they go through some rough times. . . . Right now, we continue to work Finlandia” (Seeking Alpha).
PIZZA HUT: Yum CEO Greg Creed, conceding in especially frank language that Domino’s has greater U.S. revenue momentum, says improving ordering technology is critical. “We have to get our technology in shape in order to be as easy to order, pay, and track [as possible],” he told an investor conference Wednesday, “and I think as we build the brand and we get that in shape, we’ll actually build more units and that will give us greater physical access.” Pizza Hut has 8,100 U.S. locations, including its Express format vs. more than 5,200 for Domino’s (The Street).
Technology is key to luring millenials and other young customers. Domino’s newest technology shows the challenge. The company’s biggest franchiser in Australia yesterday said it will start using satellites next week to follow customers as they approach stores to pick up already-placed orders, allowing the company to wait until the last moment to start cooking so orders stay fresh. The fast-food surveillance measure, which starts Monday, comes a decade after Domino’s started letting customers track their own orders. The newest service works with customers who place orders with their GPS-equipped smartphones, and opt in to be tracked. They can specify whether they’re coming on foot, on bike, or by car (Bloomberg). Other recent Domino’s innovations include the capabilities to order food via emoji, smartwatch, or a “zero-click” mobile app (Eater).
PAPA JOHN’S CEO John Schnatter promised neighbors in tony Anchorage he would limit his personal helicopter use to six or fewer times a week, and only between 8 a.m. and 9 p.m.; they had complained about the noise it created (Insider Louisville).
In other news, U.S. stocks accelerated their decline an hour before markets closed, as Wall Street looked ahead to a Federal Reserve meeting, and the U.K.’s so-called Brexit vote due later this month. The Dow Jones Industrial Average and other major indices were all down about 1% (Google Finance).
Oscar-winner and Louisville native Jennifer Lawrence will portray Elizabeth Holmes, the 32-year-old disgraced founder of the controversial blood-testing startup Theranos; the new film is still in development. Lawrence, 25, played an entrepreneur last year in Joy, about the inventor of a kitchen mop (Hollywood Reporter). Louisville filmmaker Matthew Fulks has sued singer Beyoncé, claiming a trailer for the Grammy winner’s new Lemonade movie copied elements of his 2014 short film Palinoia (Spin and Vulture).
A news summary, focused on big employers; updated 6:17 p.m.
BROWN-FORMAN said fiscal fourth-quarter operating income soared to $726 million on sales of $933 million, on the continued strength of Jack Daniel’s whiskey sales. But the figures included a one-time $485 million gain from the sale of Southern Comfort and Tuaca during the quarter, which ended April 30. On a diluted per-share basis, earnings were $2.60 per share vs. 66 cents a year ago at the spirits and wine giant (press release and the SEC 8-K). What analysts had forecast. The company’s class A and class B shares both closed up 3.5% (Google Finance). CEO Paul Varga called the fiscal year “a tale of two halves,” with emerging market sales rising by 8% in the first half of the year before paring that decline to 1% in the second half (Wall Street Journal). Management held a 10 a.m. conference call to discuss the results, and it’s now available for replay. More about Brown-Forman.
UPS: New York’s attorney general yesterday accused UPS of knowingly shipping about 700,000 cartons of untaxed cigarettes from Native American reservations to consumers and smoke shops between 2010 and 2014, even though the company had agreed to halt the practice more than a decade ago. UPS denied the allegation (Associated Press).
AMAZON will invest another $3 billion in its India operations, more than doubling its prior commitment in what CEO Jeff Bezos said yesterday is the company’s fastest-growing market. Two years ago, the online retail giant announced a $2 billion investment in the nation, where it already employs 45,000 workers. Bezos disclosed the news at a Washington business summit attended by Indian Prime Minister Narendra Modi (BBC and International Business Times). Amazon didn’t help its efforts when consumers threatened a boycott over the company’s selling doormats bearing the image of the Hindu gods and other religious symbols; the company pulled the items this week (Mashable).
KINDRED: Jurors heard opening statements yesterday in a wrongful death lawsuit against the hospital and nursing home giant, brought by the family of a man who died in 2011 at the Greenbriar Terrace nursing home in Nashua, N.H. Byam “Bing” Whitney Jr. had developed pneumonia, followed by bedsores that led to sepsis; he was 84 (Union-Leader).
PAPA JOHN’S: A Miami delivery driver filed another proposed class-action lawsuit against 31-store franchiser Pizzerias LLC in Florida federal court on Monday, accusing the company of shorting drivers on mileage reimbursements (Law 360). In August, Papa John’s agreed to pay $12.3 million to settle a class-action lawsuit accusing the company of underpaying mileage reimbursements to drivers in Florida and five other states. That suit was originally filed in federal court in St. Louis in 2009, and represented about 19,000 drivers (KYCIR).
TEXAS ROADHOUSE: Noted, because it popped up in Boulevard’s news search results this morning: TripAdvisor users rated Texas Roadhouse No. 21 of 194 restaurants in St. George, Utah. “This was possibly our best meal out of the four that we had in St George,” user Tired Boy of the U.K.’s Sheffield wrote yesterday, in a perfect five-star review. “Some people may feel that they don’t like the chain restaurant scene, but it was our first time there and we’d definitely go back again” (TripAdvisor). St. George is a Mojave Desert resort in the state’s southwest corner.
In other news, U.S. stocks closed the day up modestly, as did most of the 11 big employers in Boulevard’s Stock Portfolio (Google Finance). Finally, the cast of “The Phantom of the Opera” was to pay tribute to the late boxing legend Muhammad Ali this afternoon at the Kentucky Center for the Performing Arts, where it began a 12-day run last week; Ali died last week at 74, and his funeral will be Friday (WDRB).
A news summary, focused on big employers; updated 3:47 p.m.
BROWN-FORMAN said today it had completed its previously announced acquisition of Scotland’s BenRiach Distillery Co. for £281 million ($405 million). The deal includes three BenRiach labels and brings Brown-Forman back into the single-malt scotch whisky business. “The GlenDronach, BenRiach, and Glenglassaugh single-malt brands are among the finest single malts in the world,” CEO Paul Varga said in a statement. The purchase includes three distilleries, a bottling plant, and the headquarters in Edinburgh. BenRiach was founded in 1826 — 44 years before Brown-Forman was launched (press release). Today’s announcement follows a published report two weeks ago that the Louisville spirits and wine company is considering selling its Finlandia vodka business amid a broader effort to focus on whiskey. Brown-Forman’s Louisville operations.
AMAZON CEO Jeff Bezos told a high-profile technology conference last night that the retail giant isn’t aiming to compete head-on with UPS and other shippers it now partners with. Instead, Amazon wants to pick up the slack when delivery services can’t handle the final stretch. He cited India and the U.K. as examples. “We have had to take over a lot of the last-mile delivery in the U.K. over the last several years,” he told the Code Conference, in wide-ranging remarks. “The Royal Mail ran out of capacity at peak” (Bloomberg). Bezos did, however, hint at another motivation: wrangling better terms on delivery contracts. “Better prices on transportation would be acceptable to us,” he deadpanned (Recode). The Amazon founder was “equally comic, candid, and clever as he offered his views on artificial intelligence, data privacy, free speech, leadership, streaming video, and aerospace” (Fortune).
Elsewhere, Amazon is hiring more than 1,000 workers for its new 855,000 square-foot distribution center opening this summer outside San Antonio; the company already has six other Texas centers, including another one in the San Antonio area (Houston Chronicle). Amazon has five centers in Kentucky, including two in the Louisville area employing 6,000. And with more than 20,000 workers, UPS is Louisville’s biggest private employer.
TACO BELL‘s newest menu offering — a Chalupa with a fried chicken shell — is one of the “grossest fast food items ever offered” (New York Daily News). How it’s made (BuzzFeed). Also, the company has started construction on a restaurant in Nitro, West Virginia (WSAZ).
FORD recalled 1.9 million vehicles with certain Takata passenger-side frontal airbag inflators after Takata said the inflators were defective. The vehicles affected are 2007-2010 Ford Edge; 2006-2011 Ford Fusion; 2005-2011 Ford Mustang; 2007-2011 Ford Ranger; 2007-2010 Lincoln MKX, and 2006-2011 Lincoln MKZ, Zephyr and Mercury Milan (Reuters and press release); all about Takata’s airbag scandal. Separately, Ford said total U.S. vehicle sales in May declined 6% from a year ago, to 235,997. That was despite F-Series pickup sales posting a 9% gain, and van sales hitting their best May since 1978 (press release). Ford shares closed down 2.9% at $13.10.
KINDRED said it completed a deal where it’s buying four leased hospitals in Indianapolis, Houston, Denver and Colorado Springs, Colo., and selling two in Cleveland, one owned and another leased. The Louisville hospital and nursing home giant said it paid about $800,000 cash and additional cash consideration to Select Medical Holdings Corp. as part of the deal (press release). Separately, Kindred said it’s closing its Bashford Manor area nursing and rehabilitation center, where 153 employees care for 110 residents (Courier-Journal).
PAPA JOHN’S will be one of the first U.S. restaurant brands to enter Tunisia; it’s the second African country after Egypt to have one of the pizza chain’s franchises. The country in North Africa only recently opened its borders to franchising (Meat & Poultry). More about Tunisia.
GE is scaling back plans for a factory that will build big gas-powered engines in Welland, Ontario; the factory is now in Waukesha, Wisc. The company will create just 150 jobs at the new site, down from 350 at Waukesha, when it first announced the move in September. GE is taking advantage of tax incentives (CBC).
TEXAS ROADHOUSE got only a so-so review in Augusta, Ga., partly because of the restaurant’s signature item: steak. “My first bite of the filet seemed pleasantly salty, but as I went on, the meat was overwhelmed with salt — I couldn’t even finish it,” the reviewer said. “It was tender, but not the most tender filet I’ve ever had. And while I ordered it medium, it was more of a medium rare” (August Chronicle). The restaurant chain tweeted a recommended topping on Sunday:
In other news, the embattled Cahoots bar on Baxter Avenue in the Highlands is closing (Business First). Brawls had been a problem, leading a customer to post a truly gross review, complete with photo! “Blood on the men’s room sink,” wrote John R. “From one of the (many) fights I’ve witnessed at this place. Disgusting” (Yelp).
News about business and culture in Louisville, Ky.