Feds Fine Freddie’s Former Finance Chief

Oversight agency also asks ex-CFO and erstwhile chairman to return big severance awards. Also: Andrew Fastow feels underappreciated in Houston, and US Airways pilots try to oust the finance chief and his boss.

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The government agency that oversees Freddie Mac is asking the former CFO and former chairman to return huge sums from prior payments and to pay stiff fines stemming from the company’s $5 billion accounting scandal.

The Office of Federal Housing Enterprise Oversight (OFHEO) issued a Notice of Charges against former Freddie Mac chairman Leland Brendsel and former CFO Vaughn Clarke, requiring that they be terminated for cause and thereby forfeit substantial severance awards, pay a civil money penalty, and return bonuses they received for 2000 and 2001.

If the terms of the notice stand, Clarke would shell out nearly $3.9 million, including a civil penalty of $2.6 million, Brendsel would pay a total of about $33.9 million, including a civil penalty of $5.8 million.

The enforcement action follows release of OFHEO’s report on its special examination of Freddie Mac detailing the role of Brendsel, Clarke, and others in the improper management of earnings that led to the company’s recent restatement. On June 12, OFHEO notified Freddie Mac not to pay benefits to these individuals pending completion of the agency’s review.

The Notice of Charges begins an administrative process that will lead to cease and desist orders, the monetary penalties, and other remedies, according to OFHEO regulations. The charges are reviewed by an administrative law Judge who makes recommendations to the director of OFHEO. Decisions about appropriate actions are made by the director and may be reviewed in Federal court.Last week OFHEO fined Freddie $125 million for actions that led to its recent restatement.

They’re Not Wild about Andy

Houstonians hate Andrew Fastow. At least that’s the case that former Enron CFO Andrew Fastow’s lawyer made before a federal judge in hopes of moving the venue for Fastow’s upcoming trial from Houston, according to published reports.

Fastow claims that a survey he commissioned shows that while most people aware of his criminal case think he’s likely guilty, fewer people outside Texas may know about it, according to the Houston Chronicle.

“People in Houston feel more deeply about this than they do in other places,” argued John Keker, Fastow’s San Francisco-based lead lawyer, according to the paper. “The risk is not that you won’t screen out a lot of people with predispositions . . . the risk is that people get through.” The judge has still not made a ruling on the issue.

Fastow commissioned a June telephone survey of 500 people each in Houston, Austin and New Orleans, according to the Chronicle. Most respondents were reportedly aware of Fastow ‘s case. Further, a majority of those who do know about it think the ex-finance chief is probably or definitely guilty. Fewer in New Orleans, however, knew about the case.

Paul Strand, a San Diego State University political science professor who conducted the survey for Fastow, told the judge that the survey revealed the potential jury pool in Houston to be one of the most admittedly biased group of respondents he’s seen, according to the paper.

Pilots Want CFO Fired

The US Airways wing of the Air Line Pilots Association (ALPA), International has asked the board of directors to fire CFO Neal Cohen and chief executive David N. Siegel because their efforts have failed to turn the fate of the beleaguered airline around, according to published reports.

The announcement comes in the wake of the recently released third-quarter financial results that the union found “disappointing.” In Q3, US Airways’ net loss shrunk to $90 million from $335 million in the same quarter of the previous year.

The pilots’ call for dismissal of the executives, which follows a similar demand from the International Association of Machinists and Aerospace Workers last month, is in response to management calls for added cost cuts at the airline, which emerged from bankruptcy last March. US Airways is trying to fend off competition from low-cost rival Southwest Airlines.

Siegel has reportedly told employees that new cuts were required, possibly in pay and benefits, were needed to cope with the competition, according to the reports. Employees, have already agreed to more than $1.2 billion in concessions during the airline’s bankruptcy, have voiced dismay at this development.

“We have seen absolutely no accountability from management for the tremendous investment we have already made, yet we keep hearing their tired refrain that they need labor costs like those of Southwest Airlines,” said Bill Pollock, chairman of US Airways’ pilots group and a US Airways board member, according to press reports. “The concession window is closed for this management team. In bankruptcy, these senior executives had every tool, every advantage they needed, to turn the airline around — yet they’ve failed.”

US Airways chairman David Bronner said that the board “has complete confidence in the management team, and Dave Siegel in particular. It is regrettable that ALPA would suggest that a change in management is the solution, when this management team has done a remarkable job and earned the confidence of the investment community for their leadership in tackling difficult issues.”

Investors Spurn Management Proposals

Investors are turning thumbs down on a lot more stock-related management proposals over the last two years.

So far this year, 15 management proposals related either to increasing stock offerings, adopting stock-option plans, or adding shares to option plans did not receive enough votes to pass, according to the Investor Responsibility Research Center (IRRC). Of the 15 proposals, five asked for shareholder permission to increase either authorized common or preferred stock; four requested approval to adopt a new stock-option plan; and six asked for approval either to amend or to add shares to a stock-option plan.

In 2001, in comparison, no IRRC-tracked management proposal asking for an increase in authorized common failed to pass.

Things seemed to tougher for managements the following year, when the number of nixed management stock proposals also hit 15, according to IRRC, an independent research firm. In 2002, for instance, a proposal to authorize common stock failed at one company, and a plan to authorize preferred stock met the same fate at another. Further, eight proposals to amend or add shares to stock-option plans failed to gain the support of a majority of outstanding shares, and five proposals asking to adopt stock-option plans failed to get enough votes.

Short Takes

  • John A. Thain, president and chief operating officer of Goldman Sachs, was named CEO and a board member of the New York Stock Exchange, effective January 15. John Reed, who has served as NYSE interim chairman and CEO since Sept. 30, will resign as interim CEO and remain as interim chairman until a new chairman is appointed.
  • Michael Dell, chief executive of Dell Inc., sold 10 million shares of stock for $333.6 million, according to a company filing. He still owns 237.9 million shares of the company.
  • Goldcorp Inc., the Canadian gold producer, said its chairman and chief executive, Robert McEwen, exercised options on 5.525 million common shares worth $28.4 million on Tuesday.
  • John Dahly, who served as finance chief of Fresh Brands Inc. from 1986 to 2001, will return as CFO. Dahly will replace Pat Plumley, who left the company in September. Chief executive Elwood Winn left the retailer in November.
  • Gregg Beloff, has been tapped as CFO of Archemix Corp., a privately-held biopharmaceutical company.

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