Posts Tagged ‘D.G. Van Clief Jr.’
A NEW SUNRISE ON CUP TRANSPARENCY?
Tuesday, May 5th, 2009The Breeders’ Cup has begun to let the sun shine on the annual election process that determines who ultimately sits on the organization’s board of directors. For the first time this year, the Breeders’ Cup has decided to publish a roster of eligible voters and their available number of votes; complete results of its elections, with vote counts for winners and losers; it is requiring candidates for the board of directors be declared prior to the annual meeting, with no nominations to be accepted from the floor; has established on-line voting for both the members and trustees election and for the board of directors; and its officers have agreed to abstain from voting in the board of directors election.
The process began on Monday, May 4, when stallion and foal nominators could begin nominating candidates to run for 13 openings on the 48-person Breeders’ Cup board of members and trustees. By now, nominators should have received a letter from the Breeders’ Cup with a customer login and passcode to access a secure voting website that will be open for one week until May 11. Individuals must receive a minimum of 50 votes to be nominated (one vote is assigned for each foal nominated to the Breeders’ Cup and one vote for each $500 in stud fees for nominated stallions). There are 39 elected positions on the board of members and trustees, each with three-year terms, and 13 positions are up for election every year. The other individuals on the board of members and trustees are founding members of the Breeders’ Cup, past presidents and corporate officers.
When nominators go to the voting site, they should have access to a complete list of nominators and the total votes each nominator is eligible to cast. The disclosure of the nominators and number of votes is new to this year’s election.
The next step (from May 12-15), following the closing of nominations, is tabulation of the list of nominees. Individuals that received the required 50 votes are sent a consent form and will be requested to provide a short biography and suitable photo.
On May 18, True Ballot, a company that specializes in elections for labor unions, professional organizations, etc., mails nominators a letter with customer login and password information for secure online election voting. Nominators may request a paper ballot if they prefer.
Voting for the members and trustees election is open from June 1-15 among all nominators to the Breeders’ Cup program.
Following are the 13 members and trustees whose terms are expiring this year: John Amerman, Boyd Browning, Alice Chandler, Donald Dizney, Tracy Farmer, Tom Ludt, Clem Murphy, B. Wayne Hughes, Ogden Mills Phipps, Dan Pride, Richard Santulli, John Sikura, and Frank Stronach. These members and trustees whose terms are expiring are automatically re-nominated unless they opt out of the election.
On June 22, True Ballot will report the results of the members and trustees election and Breeders’ Cup will publish the results. Those results won’t be made official, however, until the annual meeting of members and trustees is held on July 9, and the candidates with the most votes are put up for election by the existing members and trustees. Prior to the vote at the annual meeting, according to section 4.2 of the Breeders’ Cup bylaws, nominations from the floor can also be made by members and trustees.
All members and trustees wishing to be candidates for two-year terms on the smaller board of directors have until 5 p.m. on June 30 to submit their names to Jim Philpott, the Breeders’ Cup corporate secretary. While the election for those open board positions (there are six this year) is conducted during the July 9 annual meeting of members and trustees, individuals unable to attend may vote through the election web site or via proxy, provided the member holding the proxy reveal the identity of each proxy he or she has received at the annual meeting. Each member is entitled to vote for up to six candidates.
The six board members whose two-year terms expire in July are: Reynolds Bell, Don Dizney, Tracy Farmer, Don Robinson (who is serving the remainder of the term of B. Wayne Hughes, who resigned from the board in January), G. Watts Humphrey, and Robert Manfuso. There are 13 elected board members, plus Breeders’ Cup president/CEO Greg Avioli.
Breeders’ Cup will publish the results of the board election, including votes, at the conclusion of the July 9 meeting.
Officers are elected at a subsequent meeting of the newly elected board of directors. According to Breeders’ Cup bylaws, no individual may serve more than five consecutive years as chairman or vice chairman of the board. Bill Farish of Lane’s End Farm is in his third year as chairman.
In a memo to the Breeders’ Cup members and trustees, Farish outlined the changes to this year’s election (publication of vote totals by nominator, full election results, on-line voting for both elections, proxy procedures, and officers electing to abstain in board of director election). “These changes to the election procedures are intended to provide full transparency to all nominators and ensure confidence in the election process,” Farish said in the memo.
The changes were requested by members and trustees who felt previous elections lacked sufficient transparency.
Additional changes have been requested, including amendments to the bylaws that would eliminate voting in the election for the board of directors by current officers (they have voluntarily abstained from the upcoming election); voting in the board of election by past presidents (James E. Bassett III and D.G. Van Clief Jr.); and voting in the board of election by founding members of the Breeders’ Cup, some of whom are no longer active in the Thoroughbred industry.
I’ll have my own thoughts on the Breeders’ Cup election process in a follow-up commentary tomorrow.
Copyright © 2009, The Paulick Report
Support the Paulick Report. Make a donation today.
BREEDERS’ CUP STOCK MARKET LOSSES EXCEED BUDGET DEFICIT
Wednesday, December 17th, 2008While the Breeders’ Cup board of directors acted swiftly to reverse last week’s suspension of the $6-million stakes supplement program for 2009, somewhat overlooked in the swirl of controversy was the organization’s loss of $11 million in the stock market this year. Breeders’ Cup president and CEO Greg Avioli said the losses were not as severe as those suffered by endowments and funds related to other industries (i.e., the Harvard and Yale endowments have lost billions), but some Thoroughbred breeders are questioning why so much of the money from foal and stallion nominations and other revenue was tied up in a volatile equities market in the first place.
The losses, first reported by the Paulick Report on Monday, have dropped Breeders’ Cup cash reserves from $40 million to less than $30 million. The board of directors originally had voted unanimously not to use those cash reserves to plug any of the projected $10-million revenue hole in the 2009 budget, a move that led to the brief suspension of the stakes supplements as well as deep cuts in the marketing and television budget.
Avioli said the market losses, which exceeded the size of the budgeted deficit for 2009, were unrelated to the board’s original decision.However, an examination of the Breeders’ Cup 2007 annual report shows $2.7 million of unrealized and realized gains on investments were reported as revenue. Total revenue for the year was $56.5 million against expenses of $56.3 million. Without that $2.7 million capital gains reported as income, it appears the Breeders’ Cup would have had an operating deficit of $2.5 million in 2007. It’s unclear to me what becomes of the reported income, now that potential “paper gains” in the equities market have been wiped out in the tumultuous economic climate of 2008. It will also be interesting to examine the 2008 financials to see whether unrealized or realized gains in stock holdings exist or are reported as revenue.
The 2009 operating budget before last week’s cuts were announced was projected to be down $10 million, from $50 million to $40 million. Critics have complained the company should have first undergone more corporate belt tightening (which it has been doing since 2006, when Avioli replaced D.G. Van Clief Jr. as CEO) before cutting out the stakes supplements and marketing expenses.
The supplements have been part of the Breeders’ Cup program since its inaugural year in 1984, when $10 million was put into championship purses and $10 million into other stakes. That was done to give the Breeders’ Cup broad appeal to potential nominators across the country, and the supplemental money was dispersed at both large and small racetracks.
In his statement about the decision to use cash reserves to reinstate some portion of the stakes supplements in 2009, Breeders’ Cup board chairman said the board is “not in a position to commit to the stakes program beyond 2009.” The Breeders’ Cup board and executive team have discussed elimination of the stakes supplements in recent years, citing research that shows the money has not been a great incentive for breeders to nominate their foals.
Farish also said in his statement that “the Board still believes, as I do personally, that it’s critical to maintain sufficient reserves to allow for the long-term viability of the Breeders’ Cup.” Avioli said the cash reserves are viewed by the board as a catastrophic fund in the event the Breeders’ Cup is canceled because of unforeseen circumstances (equine disease outbreak, fire, earthquake or other disaster) or a multi-year financial crisis. Business interruption insurance would cover a great deal of any potential losses if the event had to be cancelled – in which case the current $25.5 million in championship purses would not have to be distributed.
The odds against holding the event, which can be moved from one venue to another in the event of a crisis, would appear to be slim. The Kentucky Derby has been run continuously since 1875 despite two World Wars and the great flood of 1937 that covered much of Churchill Downs.
IRS Form 990 for the Breeders’ Cup shows $28.3 million in stocks and bonds holdings in 2006 with another $7.8 million in U.S. treasuries and $2.5 million in Breeders’ Cup properties (the 2007 Form 990 is not yet available). Earlier this year, the Paulick Report has been told, members of the Breeders’ Cup board and its Investment Committee were urged by at least two individuals on the larger board of members and trustees not to keep such a high percentage of the organization’s reserves in the equities market. The Investment Committee, chaired by G. Watts Humphrey Jr. (its other members are Farish, Antony Beck, Donald Dizney, Ogden Mills “Dinny” Phipps, Joseph Shields, and Satish Sanan, who recently was appointed), opted to keep a substantial part of the assets in stocks. By year’s end, the assets have fallen sharply.
A number of breeders told the Paulick Report the money should never have been invested in the market because they view the Breeders’ Cup as a pass-through organization. “It’s our money,” one breeder said. “I didn’t pay $500 to nominate my foal so the Breeders’ Cup could buy stock in Coca-Cola. An emergency fund should be kept, but the rest of the money should go into purses.”
Cash reserves were an important part of the program 25 years ago, one founding member of the Breeders’ Cup said, because putting together and keeping a coalition of stallion farms was not an easy task, and there was the threat that if one or two major farms pulled out it could cause the whole concept to collapse. Keeping enough reserves to fund the program for a full year was considered a strategic defense against any boycott.
The coalition has held together, however, despite some bumps in the road along the way. The Breeders’ Cup has expanded from the $10 million championship day of seven races to a two-day event worth $25.5 million. The stakes supplement program has been reduced several times over the years from its original $10-million budget, and it now appears to be in jeopardy beyond 2009.
Farish said in his statement the board is looking at other ways to provide benefits to nominators of the program, though gave no further specifics. One benefit would be to continue to do what the board has done in the last five days: listen to those who support the program through their stallion and foal nominations. Beyond that, the board should provide greater transparency and disclosure about financial matters, committee appointments and board activities. The production of a 2007 annual report, something that had not been done in the early years of the Breeders’ Cup, was a good first step.
The Breeders’ Cup is designed to promote Thoroughbred racing and enhance public awareness of the entire industry. But it should always be remembered that the foundation and single biggest stakeholders remain the breeders who have financially supported the program since it was nothing more than a vision in the creative mind of the late John Gaines.
Copyright © 2008, The Paulick Report
Sign up for our Email Flashes to get the latest news, analysis and commentary.
POLITICKING FOR BREEDERS’ CUP BOARD AT WARP SPEED
Wednesday, July 9th, 2008Phone lines in Central Kentucky have been burning up among the nearly 50 incumbent and newly elected members and trustees of the Breeders’ Cup, who will be responsible for electing seven individuals to the 14 member operating board of directors in Lexington, Ky., on Friday.
Five members of the board — Antony Beck, current board chairman Bill Farish Jr., Terry Finley, R.D. Hubbard and Satish Sanan - are up for re-election, and all five are expected to seek a new two-year term. There are two open positions previously held by Robert Clay and Joseph Shields Jr., who lost re-election bids to the members and trustees board, voting for which was conducted in June among all Breeders’ Cup program nominators. Clay was vice chairman of the Breeders’ Cup board of directors.
John Sikura is the only new name that has surfaced as a "declared" candidate for a board seat, though others will certainly will develop by Friday’s meeting.
In the meantime, numerous phone calls are being made by members of two distinct camps seeking proxies and support in advance of what figures to be a hotly contested election for control of the Breeders’ Cup. In previous elections
Here are the members and trustees listed on the Breeders’ Cup web site or last week’s election results: Josephine Abercrombie, Helen Alexander, John Amerman, Gregory C. Avioli, James E. Bassett III, Antony Beck, Reynolds Bell Jr., Boyd Browning Jr., Doug Cauthen, Alice Chandler, Brownell Combs II, Donald R. Dizney, William S. Farish, William S. Farish Jr., Tracy Farmer, Terrence P. Finley, James E. Friess, Thomas Gaines, Lucy Young Hamilton, L. William Heiligbrodt, R.D. Hubbard, B. Wayne Hughes, G. Watts Humphrey Jr., Roy Jackson, Brereton C. Jones, John T.L. Jones Jr., John T.L. Jones III, Tom Ludt, Wayne G. Lyster III, Robert T. Manfuso, Robert McNair, Clem Murphy, Maria Niarchos-Gouaze, Charles C. Nuckols III, J. Michael O’Farrell Jr., Bill Oppenheim, James A. Philpott Jr., Ogden Mills Phipps, Dan Pride, Don Robinson, Satish K. Sanan, Richard T. Santulli, John G. Sikura, Frank Stronach, Mark Taylor, D.G. Van Clief Jr., Charlotte Weber, Barry Weisbord, and Christopher Young.
By Ray Paulick
Copyright ©2008, The Paulick Report
Sign up for our Email Flashes to get the latest news, analysis and commentary from Ray Paulick.
