Jeff Bewkes Walked Away From at Least $95M Cash in Murdoch's Fox Deal

NEW YORK (TheStreet) -- Jeff Bewkes may have made most Time Warner (TWX) employees happy by fighting off Rupert Murdoch's aggressive effort to buy the company.

However, he and his top executives left money on the table -- a lot of it.

An inspection of executive share holdings and contract stipulations in an April proxy filing shows that many of Bewkes' colleagues stood to gain handsomely had Murdoch and 21st Century Fox (FOXA) been successful at executing a merger.

Chairman and CEO Bewkes would have received the largest windfall. As of late February, the CEO of six years held 225,517 Time Warner shares owned outright which, if exchanged at Fox's 40% cash and 60% stock offer, would have totaled $16.3 million in cash and $26.5 million in non-voting Fox stock.

The cash-and-stock offer Fox originally proposed consisted of a combination of 1.531 a share of Fox's common non-voting stock and $32.42 per share in cash, valuing the proposed deal at about $80 billion, or $85 a share for Time Warner, which owns to HBO, CNN and the Warner Bros. film studio.

Additionally, according to the company's most recent proxy filed in April, Bewkes would have been eligible to receive "parachute payments" under a 'Change in Control' clause that totaled $78.8 million in equity awards through stock options and so-called restricted stock units. For those keeping score, that's $95.1 million in cash and $26.5 million in Fox stock, so far.

In addition, Bewkes also held more than 3.1 million stock options with staggered expiration dates through to 2023. Had he exercised those options, Bewkes would have made off with another $101 million and $163.9 million in non-voting Fox stock had the acquisition gone through. 

That's a total of $196.1 million in cash and $190.4 million in non-voting Fox stock Bewkes would have gained had the merger gone through. Over 2013, Bewkes was awarded a total $32.5 million compensation package.

Under the same change of control clause and accounting for stock options:

  • Turner Broadcasting CEO John Martin would have received $26.1 million in 'Change of Control' compensation and $21.8 million in cash and $35.3 million in Fox stock from options held;
  • General counsel Paul Cappuccio $17.4 million in 'Change of Control' compensation, options would have totaled $9.5 million in cash and $15.5 million in Fox stock (plus, 62,234 Time Warner shares personally held);
  • Corporate strategist and EVP Olaf Olafsson $9.2 million in 'Change of Control' compensation and $6.9 million in cash and $11.3 million in Fox stock from options held (as well as 71,677 Time Warner shares personally held); and
  • Corporate marketing head Gary Ginsberg $4.8 million in 'Change of Control' compensation and $1.3 million in cash and $2.1 million in Fox stock from options held (in addition to holdings of 7,486 Time Warner shares personally held).

Too late for second thoughts. Addressing analysts on a conference call Wednesday, Fox COO Chase Carey reiterated the company's stance (echoed by Murdoch in a rare quarterly call appearance): "Let me be clear -- we are done." 

A Time Warner spokesman confirmed all figures are correct as of the April proxy filing which does not factor in the spin-off of Time Inc. (TIME) on June 6, 2014. 

--Written by Keris Alison Lahiff in New York.

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