Great Western Financial Corp.'s senior management could reap millions from severance packages, if the company decides to accept a takeover-a more than likely scenario after H.F. Ahmanson Co.'s hostile bid last week.
James F. Montgomery, Great Western's chairman, stands to gain the most, about $23 million from his stock options alone, subject to subsequent negotiations, according to Great Western's most recent proxy statement.
John F. Maher, the company's chief executive, could receive in the neighborhood of $13.6 million from his stock options, according to the proxy.
Compensation consultants said such amounts are not unusual for senior management at a company the size of Great Western, which has $43 billion of assets.
"The out-going CEO had a big hand in creating the value for which the other company is willing to pay," said Charles King, a consultant at William M. Mercer Inc. in San Francisco, speaking generally of such packages.
Estimating potential gains from golden parachutes can be difficult because they are sometimes subject to negotiations between the two companies if they come to terms on a merger, Mr. King and others said.
As is customary in such change-of-control agreements, officials with golden parachutes are entitled to receive up to three times their annual salary-based compensation, which is the maximum amount allowed without an excise tax on the company, according to consultants.
Based on the most recent salaries made available, Mr. Montgomery would receive $2.8 million from this provision and Mr. Maher $1.9 million, according to the proxy.
At least three other officials, Michael M. Pappas, Carl F. Geuther, and J. Lance Erikson, would also receive benefits, although in lower amounts.
Company officials would not say how many total employees could receive severance packages.
The company is focused at the moment on finding a white knight bidder to top Ahmanson's unsolicited bid, observers said.
As much as Kerry Killinger, CEO of Washington Mutual Inc., may want to enter the fray, his hands may be tied, according to some observers.
The main reason is that if he chose to use the purchase form of accounting in order to buy back stock to make the deal accretive-which he has promised shareholders-that accounting would complicate his recently completed American Savings Bank deal. That acquisition, which closed in December, was done as a pooling, which forbids the buying back of stock within two years of the deal's closing.
Conversely, if he chooses to do a pooling in a purchase of Great Western, it would forbid him from spinning off any assets in the near term.
Mr. Killinger would probably want to do just that with Great Western's Florida operations and its consumer finance company, Aristar, because his company is inexperienced in those areas, observers said.
