Monday, July 21, 2008

Can Diogenes Find an Honest Man at CommVault?

N. Robert Hammer, Chairman, President and Chief Executive Officer of CommVault Systems (CVLT-$15.31), takes telecommuting to the extreme. He resides in Florida, but is compensated by the storage and data company to travel to and from headquarters in New Jersey.

In the last three fiscal years, CommVault reimbursed Hammer more than $232,000 for travel and lodging, which included a leased apartment in New Jersey, according to annual proxy filings.

Hammer beneficially owns 3.97 million shares, or 9.1 percent, of the common stock outstanding.

Hammer’s out-of-state residency does not adversely affect his performance or decision-making ability, according to the Board of Directors. The 10Q Detective notes that four of the seven Board members, including Hammer, previously worked together at Credit Suisse Securities.

All speech is vain and empty unless it be accompanied by action. ~ Athenian orator Demosthenes (384 BC – 322 BC)

In addition, CommVault’s compensation philosophy and programs are purportedly designed to foster a performance-oriented culture that aligns executive officers’ interests with those of its shareholders

Comparative Stock Performance

The stock, which went public in late September 2006 at $14.50 a share, remains range-bound.

Even recent news that management upped its fiscal 2009 adjusted earnings forecast to between 70 cents and 72 cents per share on revenue of about $245 million, did little to hold investors’ excitement for too long. Analysts, whose estimates generally exclude special items, had expected a profit of 70 cents on $239.9 million in revenue.

Estimated Payments and Benefits upon Termination

According to his employment agreement, in cases of involuntary termination without cause—such as actually being required to move to New Jersey - or a change in control (requiring a similar demand), he could retire to his beach chair in Florida and collect a respective $819,969 or $2.9 million.

Sadly, the test for constructive discharge as measured by a reasonable persons standard—where the employer's deliberate actions rendered the employee's work conditions so intolerable as to compel resignation—does not apply to Hammer (or most of his peers in the executive offices at publicly traded companies.)

Then again, who ever said the litmus test for a reasonable persons employment standard ever included CEOs?


Kris Tuttle said...

These are some things I didn't know about CVLT. It's a name we have had some interest in as their new storage products are said to be fairly good. Goldman and others are pretty positive on the company.

The points about the CEO are not that unusual however. I know quite a few who live/work in similar arrangements.

Getting expenses and accommodations paid for by the company doesn't seem overly extravagant.

Still one likes to know all the details available to better understand the culture and operations of the firm. It doesn't make me feel better about the company.

Our work continues....

GS751 said...

Always interesting to see that compensation companies say they must pay to "retain top talent" If they are all paying it, then how do they all have top talent??

Anonymous said...

Considering Mr. Hammer has taken this company from a nothing to a mid market player seems to justify his shuttling to and from New Jersey. Also, it does not seem as though he is abusing an opf these priviledges, as other CEOs sometimes do (using company jets for family vacations etc.)

Pretty lame findings here. Go gripe about something that matters.

David J. Phillips said...

re: "lame comments." Experience --sadly--has shown me that where chief executives abuse the fiduciary trust od dhsreholders, other discretions--perhaps more material in nature--are just around the corner!