Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. Duff & Phelps Corp (1397821) 10-K/A published on Apr 23, 2013 at 6:26 am
Reporting Period: Dec 30, 2012
Noah Gottdiener served as the chief executive officer and a member of the board of managers of Duff & Phelps Acquisitions, LLC ("D&P Acquisitions"), a subsidiary of the Company, from September 2005, when D&P Acquisitions was formed in connection with the acquisition of Standard & Poor's Corporate Value Consulting ("CVC") by Duff & Phelps (the "CVC Acquisition"), until September 2007. Prior to that, Mr. Gottdiener was chief executive officer and a member of the board of managers of Duff & Phelps Holdings, LLC ("D&P Holdings") from March 2004, when he led the acquisition of Duff & Phelps, LLC from Webster Financial Corporation ("Webster"), until September 2005. Mr. Gottdiener currently serves as the chief executive officer, president and the chairman of the board of directors of the Company. Mr. Gottdiener was the founding partner of Stone Ridge Partners LLC, an M&A advisory firm focused on middle market companies. Previously, Mr. Gottdiener was a Partner of Thomas Weisel Partners and Furman Selz LLC, and a managing director at Lehman Brothers, Inc., where he began his career. Mr. Gottdiener has more than 20 years of investment banking origination, execution and management experience. Mr. Gottdiener sits on the advisory board of the National Outdoor Leadership School and is a member of the advisory council of the Woodrow Wilson School of Princeton University. Mr. Gottdiener received his B.A. from Princeton University and an M.B.A. from Harvard Business School.
Norman S. Matthews serves as a member of the board of directors of the Company. Mr. Matthews has over three decades of experience as a business leader in marketing and merchandising, and is currently an independent business consultant. From 1978 to 1988, Mr. Matthews served in various senior management positions for Federated Department Stores, Inc., including President from 1987 to 1988. Mr. Matthews currently serves on the board of directors at Henry Schein, Inc., Spectrum Brands, Inc. and The Children's Place Retail Stores, Inc. Mr. Matthews is a director emeritus of Sunoco, Toys 'R' Us and Federated Department Stores and is a trustee emeritus at the American Museum of Natural History. During the past five years, Mr. Matthews served on the board of directors of Finlay Fine Jewelry Corporation, Finlay Enterprises, Inc. and The Progressive Corporation. In 2005, Mr. Matthews was named as one of eight outstanding directors by the Outstanding Directors Exchange (an annual award voted on by peer directors and awarded to an outstanding director for the key role played during a crisis, a business transformation or a turnaround). Mr. Matthews received his B.A. from Princeton University and his M.B.A. from Harvard Business School at Harvard University.
Gordon A. Paris serves as a member of the board of directors of the Company. Mr. Paris has acted as a self-employed business consultant since 2008, serving on corporate boards of directors and providing financial and strategic advisory services and interim management services, including service as the interim president of MediaNews Group, Inc. from January 2011 to October 2011. Previously, Mr. Paris served as managing director and head of the Media and Telecommunications Group of Berenson & Company from 2002 through 2007. Additionally, Mr. Paris served as president and chief executive officer of Sun-Times Media Group Inc. (formerly Hollinger International Inc.) from 2003 to 2006. Prior to joining Berenson & Company in 2002, Mr. Paris served as the head of Investment Banking at TD Securities USA, a subsidiary of The Toronto-Dominion Bank and co-head of the USA division. Before joining TD Securities USA in 1996, Mr. Paris served as managing director and head of Financial Sponsors Coverage in the Leveraged Finance Group at Credit Suisse First Boston and as managing director and head of High Yield Investment Banking, Private Placements and Restructuring at Lehman Brothers. Mr. Paris received a B.A. from the University of Pennsylvania and his M.B.A from The Wharton School, University of Pennsylvania. Mr. Paris has served on the board of directors of MediaNews Group, Inc. from March 2010 to January 2012. In addition, Mr. Paris served as chairman of Sun-Times Media Group Inc. from January 2004 to June 2006, chairman of its board's special committee from June 2003 to January 2009 and a member of its board of directors from May 2003 to January 2009, and currently serves on the board of directors of Peak Broadcasting and Maverick Media.
Regular meetings of the board of directors are led by the chairman of the board, who may also call special meetings from time to time. Presently, Mr. Gottdiener, our chief executive officer, is also the chairman of the board. The board of directors does not require the separation of the offices of chairman of the board and chief executive officer, but deliberates and decides, each time it selects a chairman of the board, whether the roles should be combined or separate, based upon the then current needs of the Company and the board of directors. We believe that the Company is currently best served by having Mr. Gottdiener hold both of these positions. Mr. Gottdiener has been chief executive officer of the Company since its inception, and has extensive familiarity with its operations. We believe that this experience gives Mr. Gottdiener the unique ability to provide unified leadership and direction for the Company's board of directors in establishing its priorities and conducting its discussions. Mr. Gottdiener's combined role as chairman of the board and chief executive officer has also ensured that the Company presents its strategy to shareholders, employees and clients in a consistent manner. In addition, we believe that separating the roles of chief executive officer and chairman of the board would not strengthen our corporate governance or create or enhance long-term value for our stockholders because all of our directors, whether members of management or not, are required to exercise their fiduciary duties in a manner they believe to be in the best interests of the Company and in the best interests of our stockholders. Separating the roles of chief executive officer and chairman of the board would not diminish or augment these fiduciary duties or enhance the independence or performance of the board of directors. Moreover, our board of directors does not believe such a requirement would ensure a balance of power and authority on the board, as each director is an equal participant in meetings and decisions.
If a Named Executive Officer's employment is terminated prior to the expiration of the term by us without cause or by such executive for good reason, and such executive signs a general release of liability, such executive would be entitled to: (i) any base salary earned, but unpaid through the date of termination and a payment equal to such executive's annual base salary as of the date of termination; (ii) the amount of the most recent annual bonus earned by such executive or, if higher, the target bonus amount as of the date of termination; (iii) any pro rata portion of the annual bonus up to the date of termination (to the extent otherwise earned); (iv) full and immediate vesting of any equity or equity-based awards (including stock options) then held by such executive; (v) should such executive elect continuation of the medical and dental benefits under COBRA, payment of such executive's costs for such coverage for a period of up to one year following the date of termination; and (vi) any other amounts or benefits required to be paid or provided, or which such executive is entitled to receive, as of the date of termination, as provided for under any plan, program, policy, contract or agreement of the Company or any subsidiaries, including any severance plan or policy which is then applicable to such executive.