Tag: Sandra Frazier

B-F paid CEO Varga $9.6M, just-filed proxy report says; it also reveals fresh details about Brown family stockholdings

Paul Varga
Varga

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.

Garvin Brown IV
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, Old Forester
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.

Steve Wilson Laura Lee Brown
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.

The project was heavily damaged in a fire last summer, but was saved and work continues.

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

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
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.

In Glenview Trust Co.’s board, a portrait of many lives enriched

Discretion is everything in the wealth management world. That’s why the court challenge around the Glenview Trust Co.‘s launch 15 years ago grabbed such unwelcome headlines — before it got settled, of course, for $525,000. That controversial start apparently didn’t dent eventual success at the firm, which is akin to a large family office. Its motto: “enriching life.”

Today, Glenview — named for the posh community where the company is located east of Louisville — says it’s the commonwealth’s biggest independent trust company, working exclusively for individual investors. Glenview now represents more than 500 wealthy families, with a combined $6.5 billion in assets.

Its pitch: “Glenview Trust is a local, closely-held company with employee ownership, our professionals act and think differently. We are not accountable to a headquarters in a distant city, which allows us to effectively and efficiently accommodate our clients’ unique situations.”

Glenview has 40 employees, including nine attorneys. How much does it earn servicing those 500-plus families? That’s hard to estimate without knowing the firm’s fee schedule. Industrywide, fees vary widely, often stair-stepping down as account values rise. But applying a relatively low 0.5%, that would generate $33 million a year.

New boomers on Brown-Forman board; Kindred’s got stock awards; big love for KFC’s threatened buffet, and big bucks for U of L’s Ramsey

A news summary, focused on big employers; updated 7:40 p.m.

Brown Forman board 2015
In this most current board photo, retiring directors are Martin Brown (fourth from left); James Welch (seated, eighth from left), and Sandra Frazier (seated, 11th from left).

BROWN-FORMAN shifted its 13-member board of directors, electing Campbell Brown, Marshall Farrer, and Laura Frazier, effective today. The company also announced a regular quarterly dividend, and a special two-for-one stock split for both voting Class A and non-voting Class B shares. The split shares are expected to be issued to stockholders of record around Aug. 8, and distributed about Aug. 18 (press release). This is the 12th split since shares were first listed in 1933 after Prohibition’s repeal; the most recent was a three-for-two in July 2012. (Dividend history.)

The three new directors are all fifth-generation descendants of George Garvin Brown, who founded the distiller in 1870. “This election continues a multi-year evolution of Brown family representation on the board,” the company said. “As part of this process, Martin S. Brown Jr.Sandra Frazier, and management director James Welch Jr. — who’s retiring as vice chairman on Tuesday — have elected not to stand for re-election at the annual stockholders’ meeting in July” (press release also includes bios of new directors). Brown-Forman said the directors’ decision to exit the board wasn’t due to a disagreement with the company (SEC filing).

Laura Frazier
Laura Frazier

The company didn’t disclose the new directors’ ages; those retiring are in their 40s and 50s. (Executive and board profiles.) Today’s moves were not unexpected; the Brown descendants effectively control the company through their ownership of more than 50% of the Class A voting stock, and have historically voted as a bloc (2015 proxy report). Of particular note, Laura Frazier is owner, chairman, and past-CEO of Bittners, the more than 160-year-old high-end interior design firm on East Main Street in NuLu. At the end of trading today, Class A shares closed at $104.21, down 25 cents.

KINDRED just filed a raft of documents disclosing stock awards to members of the board of directors (SEC filings; look for all Forms 4 on today’s date). Also, the hospital and nursing home giant disclosed the breakdown of yesterday’s shareholder vote tallies at the annual company meeting; no surprises (SEC filing). Yesterday, Kindred had only reported that stockholders approved the executive compensation plan, and re-elected the full slate of 11 directors to the governing board — but without providing details.

KFC Canada says a much-loved, one-of-only-two-left, all-you-can-eat buffet-style restaurant in Weyburn, Saskatchewan, won’t be shut down after all — yet, anyway. Residents had taken to social media this week when rumors circulated the buffet was a goner. A sit-in was planned for yesterday. Even high government officials got involved: Saskatchewan Premier Brad Wall took to Twitter (see below) on Tuesday, asking Yum to reconsider. The Weyburn KFC buffet was the first to open among the Canadian franchises in 1988; there’s now just one other left, in Saskatchewan’s Humbodlt (Global News).

Elsewhere in KFC land, actress Ann Hathaway jokingly compared comedian James Corden to a 16-piece you-know-what during a rap battle on The Late Late Show last night. “You look like a KFC bucket with a lot of extra breasts,” she said (Express).

UPS and its 2,500-member Independent Pilots Association union are making progress on bargaining a new contract (Courier-Journal). The pilots have been working under the terms of their previous contract for five years, and the union late last month set up a strike center here in Louisville.

GE: Qingdao Haier Co. has launched India’s first 44-lb. capacity washing machine. The Chinese company’s pending $5.4 billion purchase of Appliance Park is expected to close this summer (Newkerala and Courier-Journal).

James Ramsey
Ramsey

In other news, the University of Louisville Foundation paid President James Ramsey $2.8 million in 2014, according to its newly disclosed IRS tax return (WDRB). The return “appears to belie Ramsey’s claim last year that his compensation in 2013 was an anomaly” (Courier-Journal). The disclosure came one day after a published report that the foundation lagged many other Kentucky school foundations in annual investment performance.

Finally, Louisville Magazine has released the finalists in its annual Best of Louisville awards for businesses and individuals (Louisville).