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Compuware : sale mints multimillionaires (UPDATE)

12/18/2014 | 01:39pm US/Eastern

Dec. 18--EDITOR'S NOTE -- An earlier version of this story used an incorrect calculation for the stock holdings of Compuware's chief executive officer and chief financial officer.

Christmas will be a bit brighter this year for several past and present corporate leaders of Detroit-based Compuware.

The newly completed $2.4-billion sale of the company to a private equity firm is triggering multi-million dollar payouts for a few metro Detroit residents who served as board members or worked as executives for the computer technology company.

The biggest checks will go to Compuware's outgoing CEO Robert Paul, who the company says will net roughly $13 million for his stock holdings and $6.7 million for golden parachute compensation.

Former Detroit Mayor Dennis Archer and Faye Alexander Nelson, the former president of the Detroit Riverfront Conservancy, are in line to receive $2 million or more from Compuware stock that they received as compensation for serving on Compuware's 11-member board of directors.

Compuware stockholders were entitled to a net cash payment of about $10.39 per share under the terms of the leverage buyout deal, which was finalized this week.

Archer is to get at least $2 million for more than 213,000 shares of stock he acquired during his nearly 12 years on Compuware's board. He left the board late last year, months before the buyout deal with Thoma Bravo was negotiated.

The former mayor said today his stock shares represent deferred compensation for years of service on Compuware's board. He opted to take this compensation as stock instead of annual cash payments.

Compuware board members had the option of getting annual payments started at $52,500 in recent years, along with $7,500-$30,000 in extra cash for serving on committees.

"I deferred my compensation ... whatever it is that I had coming, I had earned," Archer said. "I had no influence over the sale or anything of that nature."

--Nelson, the former president of the Detroit Riverfront Conservancy, is receiving $2.3 million for her stock options, according to securities filings. She served on Compuware's board from October 2002 through the recent sale negotiations.

Nelson is currently the president of the DTE Energy Foundation and the utility company's vice president of public affairs. A DTE spokesman said Nelson had no comment for this report.

--Lawyer G. Scott Romney, the brother of former Republican presidential nominee Mitt Romney, is another former board member and Compuware stockholder. He owned nearly 150,500 shares in February, the last time the firm reported its major nonexecutive stockholders in corporate filings.

It is not known whether Romney disposed of his stock prior to the sale. However, the terms of the deal for all common shareholders -- a net payment of about $10.39 per share -- would entitle Romney to a $1.5-million payout based on his last reported holdings.

Romney did not return a phone message seeking comment.

Some of the bigger payouts are going to current and former Compuware executives.

Paul was reported to own 3.8 million in stock options in October. Those holdings would convert to roughly $13 million under the buyout deal, according to a company representative.

Additionally, Paul is to receive $6.7 million in compensation that will be triggered by his departure from Compuware at year's end and the decision by the new owner to take Compuware private.

It's unclear whether the sale deal will boost the personal finances of Compuware cofounder Peter Karmanos Jr., who retired as board chairman in March 2013.

Karmanos sued Compuware late last year after the company attempted to cancel his stock options and $600,000-per-year consulting contract in the wake of his critical public comments about the firm's dealings with activist shareholders.

The dispute eventually went to private arbitration. Karmanos' attorney did not return a message for comment.

Contact JC Reindl: 313-222-6631 or jcreindl@freepress.com. Follow him on Twitter @JCReindl


(c)2014 the Detroit Free Press

Visit the Detroit Free Press at www.freep.com

Distributed by Tribune Content Agency, LLC

© Acquiremedia 2014

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