Best Buy's board in line for buyout payout

Should Best Buy founder Richard Schulze succeed in buying back the retailer, at least one group of shareholders would stand to profit handsomely: the company's CEO and board of directors.

By virtue of his compensation package, Hubert Joly, who was appointed Best Buy CEO and a director in September, holds about 433,000 shares of company stock, according to documents filed with the Securities and Exchange Commission.

Assuming Schulze, aided by private equity and debt investors, purchases Best Buy for $18 a share -- a reasonable price, according to some analysts -- Joly's stake could fetch him nearly $8 million.

Ten current and former directors, who receive cash and stock each year for their service, also stand to earn big money, though far less than Joly. Chairman Hatim Tyabji, who controls about 82,000 shares, could get $1.5 million in such a scenario. Former interim CEO G. "Mike" Mikan, who recently left the board, would be paid $3.1 million for his 174,000 shares.

Best Buy Co. Inc. spokeswoman Amy von Walter declined to comment specifically about possible payouts other than to say, "we remain focused on improving the business and increasing shareholder value. It will be a journey with ups and downs, but our recent holiday performance is a positive step in the right direction."

Of course there's no guarantee that Schulze will even make an offer, or at least one the board will accept. However, analysts say Best Buy's relatively strong holiday performance (the company reported flat sales at U.S. stores open for at least a year in December) could reassure Schulze's investors that the business is stabilizing.

Nevertheless, the evidence suggests most directors will not support a deal if they believe the buyout does not serve the best interest of all shareholders, said Billie Blair, an organizational psychologist and president of management consulting firm Change Strategists. But personal financial gain does hold some influence over their thinking, she said.

That's not necessarily a bad thing. Companies compensate directors and executives with stock and stock options to "align their interests with shareholders." If directors make good decisions, shareholders, including themselves, will win.

Building a positive relationship

In fact, a recent study by researchers from the University of Colorado and Portland State University found "the relationship between director ownership and firm performance is consistently positive."

That's why more companies are rewarding their directors with stock. On average, the median director's stock ownership is 45 percent greater in 2003-07 than it was in 1998-2001, the study found.

The real question is whether directors believe shareholders like themselves should accept Schulze's offer and cash out now or wait until Best Buy can win a higher stock price from Wall Street down the road.

At first, the board seemed to heavily favor the latter, having forced Schulze last spring to step down as chairman and eventually leave the company. An outside investigation had determined that Schulze failed to inform the board of allegations that then-CEO Brian Dunn had used company resources to carry on an affair with a female employee.

In August, Schulze, who is also Best Buy's largest shareholder, said he wanted to buy the company for $24 to $26 a share and recruited former CEO Brad Anderson and former President Al Lenzmeier to help lead the effort.

But the board resisted Schulze, calling his effort only a "highly conditional indication of interest." The board, which doubted Schulze could get the financing, denied his request to review the company's confidential financial information. The directors also changed the company bylaws so that shareholders must control at least 25 percent of the stock before calling a special shareholders meeting to discuss a change in ownership. Schulze owns about 20 percent of Best Buy.

Thaw came as winter approached

But over the past few months, the board's stance toward Schulze has softened substantially. The board and Joly arranged for Schulze's team to interview key employees throughout the company. The two sides have also agreed to extend the buyout deadline twice, with Schulze now poised to make a bid in February.

So what changed? For one, Best Buy's performance has continued to worsen as more shoppers flock to Internet retailers like Amazon.com. Best Buy's struggles may have convinced board directors that it might be time to cash in their chips.

Indeed, since last summer, two directors have resigned, including Rogelio Rebolledo and Mikan, who is now president of ESL Investments. Matthew Paull will step down in April. Like Rebolledo, Paull's resignation is to comply with a policy that directors must retire if they fail to get a full-time job within five years of joining the board.

And there's Joly. Since joining the company, the former Carlson CEO has worked hard to smooth relations between the company and Schulze. He has publicly praised Schulze several times to journalists and analysts and even met with the founder, Anderson, and Lenzmeier last November to discuss turnaround strategies.

Joly could stand to benefit the most from a Schulze buyout. In addition to the stock he already owns, Joly would receive considerable compensation should Schulze chooses to replace him as CEO. The package includes a payment of two times his annual salary plus a target bonus, a pro-rated annual bonus based on the company's actual performance, and the automatic payout of long-term stock awards.

But executives like Joly don't accept jobs just so they can get a severance package months later, Blair, the organizational management expert, said. Such "golden parachute" payments are meant as insurance, not the actual reason to be a CEO, she said.