HUMANA: Aetna CEO Mark Bertolini says that “marketplace reality” is pushing the company to exit nearly 70% of the counties with public health exchanges next year, and dismissed criticism of the insurer by a group of U.S. senators as “unfounded accusations.” Bertolini was responding to a letter from Democratic senators Elizabeth Warren and Edward Markey of Massachusetts, Sherrod Brown of Ohio, Bill Nelson of Florida and Sen. Bernie Sanders, a Vermont independent. The lawmakers said Aetna’s decision to quit numerous health exchanges “appears to be an effort to pressure the Justice Department into approving” its proposed $37 billion purchase of Humana (Hartford Courant).
Mears, dressing for success.
TACO BELL: Designer and artist Olivia Mears has used Taco Bell wrappers, painted card stock, tissue paper, and felt to make her own spin on Belle’s dress from Disney’s “Beauty and the Beast.” She tells Thrillist: “I had already sewn the yellow ballgown without tacos several years earlier for children’s parties and it was during this time that someone snapped a photo of me while at Taco Bell and it ended up going viral. Fast-forward about three years and I landed a role in a Taco Bell commercial wearing another dress I made from wrappers, so I decided to bring the Belle dress out from storage and continue the legacy.” The dress, unfortunately for fans, isn’t available for sale. But Mears is selling signed photos of it on her AvantGeek Etsy page (Thrillist).
In other news: Facing growing scrutiny from donors and its own university, the University of Louisville Foundation is paying $11,500 a month in retainers for external public relations advice from two Louisville PR shops: RunSwitch Public Relations, led by political strategist Scott Jennings, and Tandem Public Relations, led by Sandra Frazier, according to WFPL; both contracts were extended as of Sept. 1. Frazier, a recently retired Brown-Forman director, was one of Gov. Matt Bevin‘s appointees to a newly reorganized UofL board of trustees (WFPL).
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.
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