Secret Prey
asked, ‘‘Like what?’’
O’Dell smiled and said, ‘‘There’s quite a wide range of possibilities . . . A little research on what other boards get as compensation could point to some interesting alternatives. Tax-free alternatives, I might add.’’
McDonald sat at the far end of the table, where Kresge had always sat, watching the talk, struggling to keep up with it. Bone and O’Dell were clearly at odds, Bone pushing for the proposed merger, O’Dell resisting.
‘‘All these possibilities should be explored,’’ he ventured ponderously. ‘‘But I do think that we should consider Polaris’s position as a major community asset. We’ve been here for a hundred years and more, and a lot of us wouldn’t be where we are today if we hadn’t had the ear of some friendly people at Polaris . . .’’
He droned on, losing most of the board immediately. John Goff had the right to buy almost forty thousand shares of Polaris at prices ranging from twelve dollars a share to forty-one dollars, most of it at the lower end. Using a scratch pad and a pocket calculator, he began running all the option prices against Bone’s suggestion that they might get a hundred.
Dafne Bose was drawing an airplane on her scratch pad. The bank had a small twin-prop, mostly used for flying audit and management teams to small banks out in the countryside. But what if the bank were to buy something really nice—a small jet—and what if it were available to the board? It probably should be, anyway. A plane like that would be worth tens of thousands of dollars a year, none of it visible to the IRS. O’Dell said there were other possibilities. Bose underlined the plane and looked up at O’Dell, who smiled back.
‘‘Yeah, yeah, that’s all fine,’’ Goff said, when McDonald appeared to be running down. ‘‘So we’ve all got a lot to think about. I would propose that we leave everything as is: Wilson speaks for us, but we ask Susan and Jim each to prepare a report on their respective ideas, deliverable before Friday noon to each of us. That’s quick, that’s only a couple of days, but we gotta move on this. I further suggest that we meet again next Monday to consider the reports. We’d want a complete discussion of all the, uh, options, and at that time we can consider how to go forward.’’
He looked around, got nods of assent. For just a fleeting, tiny part of a second, O’Dell and Bone locked eyes. Only two of them were left. McDonald had just been cut out. Whoever’s report was adopted would be running the place in a week.
McDonald didn’t understand that yet. He harrumphed, allowed that the reports were probably a good idea, and after a few more minutes of talk, the board adjourned.
O’DELL ORDERED CARLA WYTE AND LOUISE COMPTON to her office as soon as she got out of the meeting. Marcus Kent, her other major ally, was too exposed to meet with her publicly, since he technically worked for Bone.
‘‘Everything I said was true,’’ O’Dell told Wyte and Compton. ‘‘The trouble is, it’s not money in hand. I need exact, specific examples of the kind of payoff we can deliver to board members and top management if they adopt my approach.’’
She turned to Wyte: ‘‘You’re the numbers person. I want you to nail down the numbers on this stuff, so they’ll know what they’ll get, and how much it’ll cost the bank, and what the tax consequences will be. Do you know Pat Zebeka?’’
Wyte was scribbling on a yellow pad: ‘‘I’ve heard of him. A lawyer.’’
‘‘Tax guy, one of the best, and he’s done a lot of compensation work. Get with him—on my budget, I’ll fix it— and get a laundry list of everything we can offer that will provide tax advantages.’’
And to Compton, who never took notes on anything, because if you never took notes, nobody could subpoena them: ‘‘I want charts from you. Get the details from Carla, and put them together in a package. It’s gotta be good, and it’s gotta be clear. Not so simple they’ll be insulted, but they’ve got to see what they’ll get. It has to be as real as the dollars they’d get from a merger. And another thing— there are some pretty big advantages to being on the Polaris board. We need to put together a list of those advantages. Social status stuff.’’
‘‘Good. What about polling the board?’’ Compton asked. ‘‘I’m talking to them, the ones I can get. And I’ve got to talk to McDonald. Tonight, if I
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