P&F Industries (PFIN) Shareholder Outraged at CEO Pay, Files Amended 13D
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Longtime P&F Industries, Inc. (Nasdaq: PFIN) shareholder Timothy Stabosz, the Company's largest unaffiliated individual stockholder, with 7 percent ownership, today announced his filing, on Sept. 12, 2011, of a Form 13D Amendment with the SEC.
In the filing, Stabosz criticizes what he sees as the intolerable dominance of the P&F board by a majority of members (Dennis Kalick, Alan Goldberg, Mitchell Solomon, Robert Dubofsky, and Richard Horowitz), whose primary focus is the advancement of the personal agenda of Chairman and CEO Richard Horowitz, and the need to replace at least one of these Horowitz cronies with a new bonafide independent member.
In the letter, Stabosz demanded that the board "come clean," and release the list of peer companies from the prior outside compensation study, related to the expiring employment agreement of CEO Richard Horowitz, and also demanded the board release the list of peer companies from the current outside compensation study (which will be used to help determine the pay structure for a new CEO contract).
On the board's refusal to release any of the information requested, Stabosz flatly remarked, "The board has not been forthcoming...and I believe the reason they have not been forthcoming is because they are protecting the questionable actions of the prior Compensation Committee, a committee that consisted of diehard Horowitz loyalists Alan Goldberg and Mitch Solomon. In my view, the lack of a willingness to release this information reflects poorly on the integrity of the board as a whole, destroys shareholder trust, and suggests the board is more interested in protecting the actions of Mr. Horowitz's cronies, than in making a determination of whether a good faith process was legitimately followed...which my own peer company research clearly suggests was NOT."
Click here for more from the release.
In the letter, Stabosz, citing his own peer company research, argued for a 75% reduction in the CEO position's base pay, to $250,000, with a considerable bonus component, so that, if Richard Horowitz should be retained, he will be rewarded accordingly, based upon his level of success...instead of receiving a 'cool' $1 million or so a year, regardless of whether he DESTROYS shareholder value (as he has) or not.
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In the filing, Stabosz criticizes what he sees as the intolerable dominance of the P&F board by a majority of members (Dennis Kalick, Alan Goldberg, Mitchell Solomon, Robert Dubofsky, and Richard Horowitz), whose primary focus is the advancement of the personal agenda of Chairman and CEO Richard Horowitz, and the need to replace at least one of these Horowitz cronies with a new bonafide independent member.
In the letter, Stabosz demanded that the board "come clean," and release the list of peer companies from the prior outside compensation study, related to the expiring employment agreement of CEO Richard Horowitz, and also demanded the board release the list of peer companies from the current outside compensation study (which will be used to help determine the pay structure for a new CEO contract).
On the board's refusal to release any of the information requested, Stabosz flatly remarked, "The board has not been forthcoming...and I believe the reason they have not been forthcoming is because they are protecting the questionable actions of the prior Compensation Committee, a committee that consisted of diehard Horowitz loyalists Alan Goldberg and Mitch Solomon. In my view, the lack of a willingness to release this information reflects poorly on the integrity of the board as a whole, destroys shareholder trust, and suggests the board is more interested in protecting the actions of Mr. Horowitz's cronies, than in making a determination of whether a good faith process was legitimately followed...which my own peer company research clearly suggests was NOT."
Click here for more from the release.
In the letter, Stabosz, citing his own peer company research, argued for a 75% reduction in the CEO position's base pay, to $250,000, with a considerable bonus component, so that, if Richard Horowitz should be retained, he will be rewarded accordingly, based upon his level of success...instead of receiving a 'cool' $1 million or so a year, regardless of whether he DESTROYS shareholder value (as he has) or not.
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