Men’s apparel retailer Jos. A. Bank may be best known for its incessant advertisements of all the merchandise it has on sale. “Could they advertise more? Could they sell less?” quipped Jerry Seinfeld. “We’ll give you three suits for $8! Just take it! Get it out of here!”
So in a twisted kind of way, it’s perfect that the company and its chairman of the board, Robert Wildrick, have recently pulled off a different kind of super sale. In March, competitor Men’s Wearhouse agreed to buy Jos. A. Bank — for $65 a share, about a 55 percent premium to its share price last fall. Wildrick served as the chief executive officer until 2008, and is often given credit for growing the business from a struggling retailer into a national brand. He now has a consulting agreement with the company that pays him $825,000 a year, and has earned over $200,000 a year in his role as chairman.
Seinfeld might be surprised to hear it, but there is a piece of merchandise that Jos. A. Bank doesn’t advertise. According to Federal Aviation Administration records, Jos. A. Bank leases a private plane, and not just any private plane — a high-end Dassault Falcon 2000EX. A reader of Jos. A. Bank’s financial statements would almost certainly not be aware of the existence of the plane.
What’s interesting is that despite all the furor about corporate jets, and the complaints about executive compensation, experts say this situation is not uncommon. “It’s entirely possible that a company could have a jet and not have it be disclosed in the proxy statements,” said Andrew Liazos, a partner at law firm McDermott Will and Emery, who heads the firm’s executive compensation group. Indeed, Jos. A. Bank is a perfect example of how a company can thread the needle of the disclosure rules about jets — without breaking any laws.
Jos. A. Bank’s plane is not identified in the company’s financial statements. I searched its proxy statements and 10Ks going back to 2003 for the terms “jet,” “personal use,” “aircraft,” and “airplane,” and found nothing related to this aircraft. And this is technically proper — if the plane is being used entirely for business purposes. If its executives or directors are allowed personal use, and that use exceeds a certain dollar value, it must be disclosed in the proxy statement. According to the SEC, a company is required to report as “’All Other Compensation’ perquisites and personal benefits if the total amount exceeds $10,000, and to identify each such item by type, regardless of the amount.” It wouldn’t take much flying on a Falcon 2000EX for the benefit to exceed $10,000. According to Jos. A. Bank spokesman Tom Davies, its plane is used entirely for business purposes, so no disclosure is necessary.