A. Jerrold Perenchio, the 74-year-old chairman and chief executive of Univision Communications Inc., has long refused to accept a salary to run the nation’s largest Spanish-language media company.
The official reason has been that Perenchio’s 11.5 percent stake in Los Angeles-based Univision worth nearly $1 billion is enough motivation without having to be compensated.
Yet Perenchio has created a cozy arrangement in which the investment firm he owns, Chartwell Partners LLC, has been paid millions of dollars for services rendered to Univision.
In the wake of the Sarbanes-Oxley Act, which was passed in 2002 to mandate greater corporate accountability, the two companies have cut back on some of their ties, according to Univision’s proxy statement filed last month. Yet they remain close, sharing personnel and expenses on activities about which Univision discloses little.
Until mid-2004, for example, Univision reimbursed Chartwell for up to half the salaries of its vice chairman and corporate secretary, Robert Cahill, and director Anthony Cassara. Both are looking after Perenchio’s personal holdings and spend time on Univision activities, according to the proxy.
John Coffee, a securities law professor at Columbia Law School, said it was unusual for a chief executive and his lieutenants to simultaneously operate another company, particularly one in the same industry.
“It’s essentially a conflict of interest and something that should be monitored closely by the company’s board,” said Coffee, who was speaking in general terms. “This is a question of whether senior executives should be working full time for the company, or part-time for the executive.”
Last year, Chartwell and Univision re-examined their relationship in light of Sarbanes-Oxley. Univision began compensating Cahill directly, and stopped compensating Cassara under the reimbursement agreement, according to the proxy filed with the Securities and Exchange Commission on March 15.
Still, the broader reimbursement agreement remains in place, subject to annual extensions. Univision reimbursed Chartwell for $337,332 related to salary and benefits of other Chartwell employees last year, the proxy stated, and it paid nearly $500,000 to Chartwell for business expenses and other costs.
Coffee said one potential problem would be if Univision executives were looking at companies to acquire that might be of personal interest to Perenchio.
“Then, you’re essentially competing with your own company,” he said. “Many firms have conflict-of-interest policies where they don’t allow the CEO to run another business because it’s a diversion of their time.”
Similarities to AIG
Univision officials refused to discuss the company’s relationship with Chartwell beyond its SEC filings. Perenchio does not respond to media inquiries, according to a Univision spokeswoman.
The arrangement appears somewhat similar to the one that has existed for years between American International Group and a private entity controlled by Maurice R. “Hank” Greenberg, who stepped down as AIG’s chairman last week.
AIG’s board is examining that arrangement, under which a privately held company, Starr International Co., pays tens of millions of dollars in bonuses to AIG executives.
Similarly, Cahill owns 668,000 exercisable Univision options that were granted to him by one of Perenchio’s companies, according to the proxy.
Since 2000, Univision has reimbursed Chartwell roughly $8 million in business expenses, salaries, bonuses and other compensation that was paid to several Univision executives under the agreement, according to proxy statements. Univision also pays rent on its executive offices in Century City to Chartwell, which owns them.
There has long been a revolving door between the two firms.
Last year, Univision promoted Andrew Hobson, a former principal at Chartwell, to senior executive vice president and chief strategic officer.
Perenchio’s son John, who is a director of Univision, “is, or has been, an executive of various entities” controlled by his father, according to the proxy. He owns 468,000 exercisable options acquired through Perenchio-owned companies.
Coffee said that conflicts-of-interest often occur at companies with dual-class capital structures, where certain classes of stock have superior voting rights.
In the case of Univision, Perenchio has super-voting shares that give him 56 percent control. Other companies, including Martha Stewart Living Omnimedia Inc., Cablevision Systems Corp., New York Times Co. and Hollinger Inc., have dual-class capitalization.
Such strains came to light when two large Univision shareholders and partners, Mexico’s Grupo Televisa and the Venevision unit of Venezuela’s Cisneros Group, objected recently after Perenchio unilaterally named Ray Rodriguez president and chief operating officer of Univision.
Perenchio, a former talent agent and boxing promoter, built his fortune as a co-owner and producer with Norman Lear of Embassy Communications Inc., producer of “The Jeffersons,” and “One Day at a Time.” The company was sold to Coca-Cola Co. in 1985 for $485 million. He also is a former owner of Loews Theaters.
Perenchio founded Chartwell in 1983 to invest in, acquire and advise media companies, mostly through leveraged buyouts.
In 1992, Chartwell’s former managing director, Stephen Rader, led the deal in which Perenchio Television, Grupo Televisa and Venevision bought Univision from Hallmark Cards for $550 million. Chartwell also completed a subsequent restructuring and initial public offering for Univision.
Holding company
In SEC filings, Chartwell typically is referred to as “an affiliate of Mr. Perenchio,” or “an investment firm that is active in the media and communications industry.”
The holding company includes a charitable trust, a production company called Paloma Productions LLC, and a real estate company, Malibu Bay LLC. Two other affiliates Chartwell Services Inc. and Chartwell Services New York are occasionally mentioned in public filings as entities that control Perenchio’s personal aircraft and other investments.
Chartwell often is cited as the entity Perenchio uses to make political donations to both the Republican and Democratic parties. But public filings give little more than a glimpse into Univision’s side dealings with Perenchio or Chartwell.
A 1999 agreement between Univision and Chartwell Service Inc. lays out the terms by which Univision will reimburse Chartwell for salaries, benefits, office, administrative and transportation costs, including the use of Chartwell’s airplane and the cost of limousine service. The agreement runs year-to-year with automatic renewals.
In 2001, Perenchio agreed to repay Univision $3.8 million for a boxing promotion and $6.9 million for the use of “certain facilities and personnel of Univision in connection with program development.”
In 2003, Univision paid $1.6 million to Paloma Productions for a novella called “Te Amar & #233; en Silencio” (“I’ll Love You in Silence”), which cost $6 million to make.
One analyst, who spoke on the condition that his name not be used, suggested that Chartwell could become a bigger issue for Perenchio, who is beyond typical retirement age and has Grupo Televisa and Venevision vying for more control of Univision.
“It’s sort of an interesting arrangement,” said the analyst. “Plain vanilla investors don’t really care and the big guys (institutional shareholders) know the agreement exists.”