Dubow and Martore would receive millions simply for quitting their jobs, new GCI document shows

Gannett's top executives would walk away with multimillion-dollar payouts when they quit or retire after reaching age 55, the new shareholder's proxy report shows. Chairman and CEO Craig Dubow, 55, would collect as much as $19.3 million, and President and Chief Operating Officer Gracia Martore, 58, would get up to $10 million. USA Today Publisher Dave Hunke, 57, could receive $2.3 million.

The figures are estimates, of course, because the final amounts would be set when the three actually leave. (Two other executives would get lesser amounts that could grow if they stay employed longer: U.S. newspaper division President Bob Dickey, 52, and Chief Digital Officer Chris Saridakis, 41.)

To be sure, about half the payouts are their pensions. Still, the millions in other payments look like gold-plated giveaways at a time when thousands of employees are losing their jobs or have had their pensions frozen.

Can't be fired for 'good cause'
Besides their pensions, the payouts comes in GCI stock in two forms, known as options (SOs) and restricted stock units (RSUs). The pay comes courtesy of a feature triggered just this year, the investor website Footnoted.org wrote in a post yesterday, featuring Dubow's case prominently. "All stock options and restricted-stock units granted since mid-2005 vest and become his the day he walks out the door for the last time, as long as he isn’t fired for 'good cause' (specifics include misappropriation of funds, persistent neglect of duties or a felony conviction). His options then remain exercisable for as long as four years. The value of those options was listed at $5.9 million, compared to zero in the 2009 proxy."

Details appear under the heading, "Other Potential Post-Employment Payments," on Page 50. Here are the details in legalese: "Executives who retire or voluntarily terminate after attaining age 55 and completing five years of service are generally entitled to receive a prorated portion of their RSU grants, based on the number of full months worked during the term of the grants. The SOs of executives who retire or voluntarily terminate after attaining age 55 and completing five years of service continue to vest and generally remain exercisable for the lesser of the remaining term or three years."

Bottom line: the amounts
Dubow
Pension: $9.5 million
Options: $5.9 million
RSUs: $3.8 million
Total: $19.3 million

Martore
Pension: $5.1 million
Options: $2.4 million
RSUs: $2.5 million
Total: $9.9 million

Hunke
Pension: $1.7 million
Options: $498,488
RSUs: $78,056
Total: $2.3 million

Earlier: Footnoted launched by a reporter laid off by Gannett's Poughkeepsie Journal

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.