West Corp's top executives and directors could earn as much as a combined $84.5 million in stock, option and severance payouts if the proposed acquisition by Apollo Global Management goes through.
The Omaha, Neb.-based company, No. 24 on the 2017 CRN Solution Provider 500, detailed payouts for its ten executive officers and nine non-employee members of its board of directors in a preliminary proxy statement filed late Thursday with the U.S. Securities and Exchange Commission (SEC).
Tom Barker – West Corp's CEO and chairman of the board since March 2008 – could receive a payout of as much as $28.4 million, while Nancy Berger – West Corp's president and chief operating officer since January 2004 – could receive a payout of up to up to $15.8 million.
If Barker and Berger remain with West Corp. for more than two years after the close of the Apollo acquisition, they will receive payouts of just $9.3 million and $8.7 million, respectively.
Apollo in May announced plans to purchase publicly-traded West Corp. for an enterprise value of roughly $5.1 billion, a calculation that includes West Corp's net debt of more than $3 billion. The deal is expected to close in the second half of 2017.
Four other West Corp. executives are slated for payouts of between $6 million and $8 million. They are: Scott Etzler, president of Unified Communications Services since 2003; Jan Madsen, CFO and treasurer since 2014; David Mussman, executive vice president, general counsel and secretary since 2001; and David Treinen, executive vice president of corporate development and planning since 2007.
If any of the four executives stays with West Corp. for more than two years after the deal closes, their payout would drop to somewhere between $1.4 million and $3.5 million.
The final four West Corp. executives are eligible for payouts of between $1.1 and $4.5 million. They are: Ron Beaumont, president of safety services and telecom services since 2016; Skip Hanson, president of interactive services since 2014; Rod Kempkes, chief administrative officer since 2012; and Niki Theophilus, chief human resources officer since 2016.
If any of those four executives stays with West Corp. for more than two years after the deal closes, their payout would drop to somewhere between $9,000 and $2.2 million.
If all ten leaders stay with West Corp. for more than two years under Apollo, the company would end up spending $31.5 million on stock, option and deferred compensation payout for these executives.