SOURCE: Fact-Finding.org

Fact-Finding.org

August 21, 2012 09:00 ET

Fact-Finding.org Completes Investigation Into Charles S. Jones Compensation at Geac

Fact-Finding.org Finds Mr. Jones Declined Over C$17.7 Million in Compensation

NEW YORK, NY--(Marketwire - Aug 21, 2012) - Fact-Finding.org, a research organization that assists primarily hedge funds and private equity funds in their critical research, recently completed a thorough investigation on the compensation history of Charles S. Jones, who had previously been Chairman and then Chief Executive Officer of Geac Computer Corporation, Ltd., one of the largest software companies in Canada before it was acquired by Golden Gate Capital in 2006. A summary of the declined compensation by Charles S. Jones is as follows:

Date Quantity Value per Unit Total Value   Description
Dec 00 - Jul 03 2.7 years C$440,910/yr2 C$1,190,457   Mr. Jones declined a salary as chairman of $440,910 offered by the Board, as the previous Chairman, Bill Nelson, had received.2
9/25/2000 40,0003 C$3.561 C$142,240   Mr. Jones declined a grant of 40,000 options with an exercise price of C$9.32 per share.3
8/15/2001 200,000 C$8.681 C$1,725,200   Mr. Jones declined a grant of 200,000 stock appreciation rights with an exercise price of C$4.20 per share.
12/4/2001 400,000 C$6.511 C$2,602,400   Mr. Jones declined a grant of 400,000 options (of 1,000,000 proposed by the board) with an exercise price of C$6.37 per share.
6/29/2004 n/a n/a C$133,113   Mr. Jones declined US$115,000 of his bonus.4
2/24/2005 929,0005 C$12.881 C$11,961,804   Mr. Jones declined 929,000 Restricted Stock Units (RSUs) of a total offered by the Board of 1,229,000, accepting only 300,000 RSUs. Mr. Jones had initially requested 250,000 RSUs instead of 300,000.5
TOTAL: C$17,767,214   Equivalent to US$15,314,839.

Notes:

1. Geac was sold on 3/14/06 for US$11.10 per share, which equates to C$12.88 at prevailing exchange rates.

2. Mr. Nelson received a salary in his capacity as Executive Chairman, while Mr. Jones declined a salary. Mr. Jones was Chairman for 2.7 years, from December 2000 to July 2003. See this excerpt from the 2001 proxy filing, or see Page 18 of the complete document at the Canadian SEDAR database: "Mr. Charles S. Jones has received no compensation other than the retainers referred to above and other than fees for attending board and committee meetings. He has declined other forms of compensation, including salary and any additional retainer for being Chairman customarily paid by the Corporation." Mr. Nelson's salary of $440,910 was listed on page 11 of the 2000 proxy: see this excerpt or the Entire document at SEDAR.

3. Mr. Jones' declining his 40,000 options was disclosed in the Geac 2001 Proxy filing. See this excerpt from the Proxy, or see Page 28 of the complete document at the Canadian SEDAR database: "Mr. Jones declined the 40,000 options offered to him in September 2000."

4. Mr. Jones was offered $690,000 in bonus by the board, but opted to accept only $575,000. See Management Information Circular Excerpt or the entire document at SEDAR: (Page 9): "The Board of Directors approved a bonus for Mr. Jones for fiscal year 2004 in the amount of $690,000. However, Mr. Jones has opted to accept only $575,000 of that bonus."

5. Mr. Jones was granted 1,229,000 Restricted Stock Units (RSUs) by the board of directors, but opted to take only 300,000. See this excerpt of the 2005 Geac Proxy filing, or the entire document at SEDAR. "While the Human Resources and Compensation Committee unanimously resolved to recommend that the Board of Directors grant 614,500 RSUs to Mr. Jones for the fiscal year ending April 30, 2005 and an additional 614,500 RSUs for the fiscal year ending April 30, 2006 for a total of 1,229,000 RSUs, Mr. Jones indicated that he would not be prepared to accept such a grant. Consequently, Mr. Jones was awarded 300,000 RSUs in respect of the fiscal year ending on April 30, 2005 vesting 20% on November 1, 2005, an additional 30% on November 1, 2006 and the remaining 50% on November 1, 2007."

The following is a history of payments made to Charles S. Jones by Geac for Director Services. Mr. Jones was a director at Geac beginning in 1997.

History of Payments to Charles S. Jones by Geac for Director Services

Linked Document Source Date   Summary
Proxy Excerpt SEDAR 17-Sep-2001   Page 20: "Mr. Charles S. Jones has received no compensation other than the retainers referred to above and other than fees for attending board and committee meetings. He has declined other forms of compensation, including salary and any additional retainer for being Chairman customarily paid by the Corporation." The full original document can be found at SEDAR.
Management Information Circular Excerpt SEDAR 19-Aug-2004   The complete original document can be found at SEDAR. Mr. Jones was offered $690,000 in bonus by the board; "However, Mr. Jones has opted to accept only $575,000 of that bonus."
Management Information Circular Excerpt SEDAR 16-Aug-2005   The complete original document can be found at SEDAR. Page 12: "While the Human Resources and Compensation Committee unanimously resolved to recommend that the Board of Directors grant 614,500 RSUs to Mr. Jones for the fiscal year ending April 30, 2005 and an additional 614,500 RSUs for the fiscal year ending April 30, 2006 for a total of 1,229,000 RSUs, Mr. Jones indicated that he would not be prepared to accept such a grant. Consequently, Mr. Jones was awarded 300,000 RSUs in respect of the fiscal year ending on April 30, 2005 vesting 20% on November 1, 2005, an additional 30% on November 1, 2006 and the remaining 50% on November 1, 2007."

About Fact-Finding.org

Fact-Finding is a research organization that assists hedge funds, private equity investors, and strategic acquirers with detailed, fact-based research into their potential and current investments. Fact-Finding is retained to assist with financial, technological, legal and other types of due diligence, and our team spends significant time researching and verifying facts used by our clients to make decisions. For more information about Fact-Finding.org, please visit our website at www.fact-finding.org.

Contact Information