Monster’s Comp Change Doesn’t Mean a Sale–But Stay Tuned

By Staff Report

Sep. 16, 2005

The final paragraph in an otherwise bland document that Monster filed with the Securities and Exchange Commission on September 14 has fanned speculation that the online recruiting company is preparing to be acquired. Monster says that as a matter of practice it does not comment on rumors or speculation. But in case a deal is taking shape, CEO Andrew McKelvey and seven other executives will be ready.

The filing showed that Monster’s compensation committee recently amended contracts of key executives to shield them from taxes that an acquisition triggers. The company modified existing change-in-control provisions to provide the executives with a “gross-up,” a payment to defray excise taxes they might incur if the company was sold.

Robert Burke, Monster’s director of global branding, says the change simply enacted what he referred to as a “best practice” in executive compensation, one that is common among Fortune 1,000 companies. “It doesn’t mean we’re a takeover target,” Burke says.

Andy Oelbaum, president and CEO of ExecPay, a compensation consulting firm in Port Washington, New York, says the fact that the filing states that the company amended existing contracts is of interest.

“When you amend your change-in-control provisions, that would give a strong indication that the company may be thinking of a merger or acquisition or reorganization in the short to midterm,” Oelbaum says.

But compensation committees at large companies have adopted gross-ups with greater frequency, even if there are no plans to merge or sell, according to Mercer Human Resource Consulting. Of 350 companies Mercer surveyed, 79 percent that have change-in-control protections provide executives with gross-ups, up from 64 percent in 1998.

Payments like these serve to keep existing management in place when an acquisition might be in the works. Though executives obviously welcome them, the programs earn scrutiny from institutional investors. That’s because gross-ups can double or triple the cost of a company’s severance program, says Carol Silverman, a principal with Mercer.

For any company, such costs are academic until there’s a deal. McKelvey, who founded Monster’s parent company in 1967, has maintained that Monster is not for sale. A year ago, he cited his good health at age 70 and the robust growth in the online job listings market as reasons Monster should remain independent.

James Walden, an analyst for Morningstar in Chicago, says that the company’s recent purchases of Web sites overseas make it less likely that it was contemplating being acquired itself.

If Monster is considering a sale, it’s understandably tight-lipped about it. But Burke says the company always considers “strategic alternatives to increase shareholder value.”

Jonathan Pont

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