Don’t shed any tears for Keith Stewart, who exited as CEO of ShopHQ last weekend after a long proxy fight. He’s leaving with a nice severance package.
The network filed a copy of his severance agreement with the Securities and Exchange Commission on Wednesday.
Here’s the bottom line: He will get severance pay of $1,427,108, which represents twice his annual base salary as well as severance bonus pay of $1,070,331, which represents twice his target annual incentive bonus of 75 percent of his annual base salary “for a period of 24 months.”
Under the “separation agreement,” ShopHQ will also pay Stewart all accrued and earned (but unpaid) base salary, vacation and other accrued amounts, as well as all outstanding expense reimbursements. The figure for all that is unspecified.
As for benefits, Stewart and his family will continue to receive group health, dental and life insurance.
According to the SEC filing, Stewart resigned as a member of the network’s board and as CEO last Sunday.
“Mr. Stewart did not resign due to any material disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices or otherwise<' the filing said.
Stewart left after dissident shareholders, The Clinton Group, waged a successful battle to get four of its nominees voted onto ShopHQ's board.
Under the separation Agreement, Stewart and ShopHQ agreed that his resignation would be treated as a result of an “event” and for reasons other than “cause.”
There are conditions for Stewart to get this golden parachute.
He must "deliver to the Company a customary release of claims in favor of the Company in an agreed form; (ii) Mr. Stewart must not revoke such release; (iii) the rescission periods provided by law for such release must have expired; and (iv) Mr. Stewart must be in substantial compliance with the material terms of the Separation Agreement and the Employment."
The agreement also includes "customary non-competition, non-disparagement and confidentiality and non-disclosure provisions." In other words, he can't badmouth ShopHQ.