April 20, 2016

Departing can be very sweet sorrow in corporate America, according to securities filings by Tribune Publishing that detail recent severance and other deals.

Former CEO Jack Griffin will receive $2 million, according to documents filed with the Securities and Exchange Commission. He was ousted by new key shareholder Michael Ferro last month after Griffin convinced him to invest $44 million in the company.

That is in addition to $3.2 million in total compensation received by Griffin in 2015, according to the filings in advance of the company’s annual meeting. His tenure generally saw a sharp drop in stock price, feuding with the then-publisher of his largest paper, the Los Angeles Times and a dismal performance in luring digital-only subscribers (the company’s papers have a combined total of 88,000, compared to about 1.1 million for The New York Times alone).

Other executives shown the exit with Griffin did rather well, despite the sharp industry decline impacting the company’s major properties, including The Chicago Tribune, Los Angeles Times, Hartford Courant and Baltimore Sun, among others.

Sandra Martin, the former chief financial officer, will get a severance equal to her $367,500 salary and unpaid incentives bonuses for the previous year, an a prorated incentive bonus for this year. Her total compensation last year was $1,004,755.

There was a similar farewell package for Denise Warren, the former head of the company’s digital operation, whose base pay was $336,539 but had total compensation of $1,151,200 last year.

Meanwhile, Austin Beutner, the former Los Angeles publisher who was dismissed last year after wrangling with Griffin, received severance that includes a lump sum equal to his base pay of $675,000. His total compensation in 2015 was $1,924,806.

The SEC documents also indicated that Tony Hunter, until recently the publisher of The Chicago Tribune and now the president of “national revenue and strategic initiatives,” earned $1.4 million last year after earning $2.1 million the year before.

The company compensation committee also “recognized that Mr. Hunter led an initiative to achieve significant expense savings in 2015, which was a key corporate initiative. The Compensation Committee wanted to award a special bonus to Mr. Hunter to acknowledge his leadership and significant efforts in achieving such key corporate initiative.” So it gave him “an additional bonus in the amount of $100,000.”

Tim Ryan, who is the new president of publishing at the company after a brief tenure as publisher of the Los Angeles Times (Ferro quickly consolidated the editor and publisher positions in Los Angeles and Chicago), received nearly $1.3 million last year. His move to Los Angeles from Baltimore, where he was publisher, included a relocation advance of $75,000, an “allowance for permanent housing of $175,000, temporary housing payments totaling $35,504 and rental car payments totally $5,777.”

The documents disclose, too, that Tribune Publishing entered into an aircraft lease deal with Ferro’s Merrick Ventures by which Tribune “may sublease on a non-exclusive basis a Bombardier aircraft leased by Merrick Ventures, at a cost, including TPC’s proportionate share of the insurance premiums and maintenance expenses, of $8,500 per flight hour flown. TPC also is responsible for charges attributable to the operation of the aircraft by TPC during the lease term. The initial term of the sublease is one year, which term automatically will be renewed on an annual basis.”

There are also details of a deal involving Aggrego, a technology subsidiary of Ferro-run Wrapports that shares sports, entertainment and other content and is part of a digital initiative with others, notably McClatchy. In 2013, the Chicago-based Aggrego announced a national network of local news sites, the Sun Times Network, but that was ultimately deemed a journalistic and business failure.

Ferro was on the board of Aggrego until he resigned as part of his Tribune Publishing purchase and ascension to non-executive chairman. There had been a pilot program at The Tribune using Aggrego, which essentially embeds new or aggregated content on websites. But the new relationship among him, Tribune Publishing, Wrapports and Aggrego has raised some eyebrows, even as Ferro placed all his Sun-Times stock in a charitable trust as he took control of Tribune Publishing.

Wrapports owns more than half of Aggrego and, now, the documents make clear, Tribune Publishing has a memorandum of understanding with Aggrego “to place widgets in our publication websites which link to related content on Aggrego’s websites, and to allocate the revenue received from advertising relating to such content.”

“We expect to pay Aggrego a total of $900,000 in fees over the first four months of the term, during which period we will retain all of the advertising revenue generated.”

“Hereafter, half of the advertising revenue generated will be paid to Aggrego. In connection with the Aggrego Agreement, Aggrego also agreed to grant us a warrant that gives us the right to purchase 1,039,474 Class Q Common Units of Aggrego for an exercise price of $1.00 per unit.”

The documents underscore that Ferro’s Merrick Media and Merrick Management “divested their ownership interests and ceased to have any other financial interests in Wrapports. As a result, the Wrapports-related agreements described above will not be considered related party transactions going forward.”

A related-party transaction is a business dealing between parties who are linked by some sort of special relationship prior to the deal.

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New York City native, graduate of Collegiate School, Amherst College and Roosevelt University. Married to Cornelia Grumman, dad of Blair and Eliot. National columnist, U.S.…
James Warren

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