Sizable "change-of-control" payments such as those that will go to North Fork's top executives came in for harsh criticism yesterday from experts on good corporate governance.
Even the possibility of such large payments, they said, can serve as an incentive to do bad deals. They called a provision to pay the executives' taxes on their benefits particularly unfair. "You'd be hard-pressed to find any good part of this payout," said Robert McCormick, vice president of proxy research for Glass Lewis, a San Francisco-based firm that advises institutional investors.
But John Kanas, North Fork's chief executive, said yesterday that no major North Fork shareholder has criticized the sum of at least $288 million that he and two other bank executives will receive, about half of it in the form of payments to cover taxes. No large shareholders, he said, "called us up with anything but accolades and congratulations for the transaction."
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