Disclosure Matters

In September 2012, I founded Disclosure Matters LLC. My goal: To make corporate disclosures more accessible to a wider range of people.

My theory was that some investors know how to mine Securities and Exchange Commission filings and other documents for useful information. footnoted caters those professional investors who want a hand keeping tabs on the filings.

But a lot of other individuals and organizations need to understand what companies are up to. It takes experience and skill to get the most out of the mountains of verbiage that companies generate each year — experience and skill most people and groups lack.

Disclosure Matters was intended to fill that gap — to serve as a kind of corporate research bureau for the rest of us. In the end, most of what I did was freelance reporting, writing and research — turning out my own articles in a variety of publications (including Quartz, footnoted and other projects listed elsewhere on this site) and serving as a source for in some other cases.

press cuttings

In addition to writing articles for DealBook, Quartz and other publications, I was also sometimes a source for reporters.

• JPMorgan Works to Avert Split of Chief and Chairman Roles - The New York Times | by Susanne Craig and Jessica Silver-Greenberg, April 5, 2013
  • Using data from Fund Votes, I helped DealBook analyze the shift in mutual-fund voting patterns over the years on the question of splitting the chairman and CEO’s jobs at JPMorgan Chase.
• Ford CEO Mulally’s $317 million haul - Mar. 7, 2013 | by Chris Isidore, March 7, 2023

  • I worked closely with CNNMoney’s Chris Isidore to piece together just how much Ford CEO Alan Mulally had made in his brief tenure at the company.

    “Even for a CEO who brought a company back from the brink of collapse, Mulally has built up a remarkable amount of stock in quite a short period of time,” said Theo Francis, founder of Disclosure Matters, which examines company filings. Francis did a comprehensive analysis of Mulally’s holdings and compensation for CNNMoney. His numbers were confirmed by another executive compensation expert.

• Partners’ Stake in Goldman Sachs Rises - The New York Times | by Susanne Craig, December 6, 2012

  • A followup to Craig’s January 2011 article, drawing on my research while at footnoted, identifying and analyzing the exclusive club of “partners” among Goldman Sachs’ top ranks.

    In a regulatory filing, Goldman disclosed that its 407 partners own 12.7 percent of the firm, up from 11.4 percent in late October, according to an analysis of the data by Disclosure Matters, a firm that analyzes corporate disclosures.

• Lucrative Consulting Fees Reach Bigger Set of Former Executives - WSJ | by Joann Lublin, November 19, 2012

  • Joann called footnoted with some straightforward questions: Are consulting agreements for retiring executives more common than they used to be? And how often are executives required to perform a minimumamount of work to get paid? 

  • I used footnoted’s proprietary data, and also analyzed hundreds of filings going back more than a decade, to arrive at a surprising conclusion: These sinecures have become more common among lower-echelon executives, even as they were declining among CEOs. Less surprising: Not many of the consulting agreements imposed a minimum work requirement on the executives; but many cap the amount they must do for their old employers, as Joann illustrates so well.

  • (This project started while I was at footnoted full-time, but continued after I founded Disclosure Matters.)

    Yet “there’s a general upward trend” since 2007 in the number of consulting contracts for other senior executives, such as finance chiefs or general counsel, reports Theo Francis, an independent compensation researcher. He reviewed nearly 300 such agreements for the Journal. Just a tiny fraction require a minimum workload—7 of 174 recently disclosed executive consulting agreements, according to a separate study by Mr. Francis. (Mr. Francis is a former Journal reporter who left the paper in 2008.)

• Pandit, Citigroup’s Chief, Resigns His Post in Surprise Step - The New York Times | by Jessica Silver-Greenberg and Susanne Craig, October 16, 2012

  • When Vikram Pandit’s departure was announced unexpectedly, DealBook’s reporters called on a tight deadline: Could I tell what Citigroup would have to pay him on his way out the door?

    Mr. Pandit did not have an employment agreement that guaranteed him a hefty payout in the event of an unexpected departure, according to Disclosure Matters, a company that analyzes corporate documents.

• Pandit, a Low-Paid C.E.O. Among Wall Street Peers - The New York Times

  • When Vikram Pandit’s departure was announced unexpectedly, DealBook’s reporters called on a tight deadline: Could I tell what Citigroup would have to pay him on his way out the door?

    Meanwhile, it appears as if the now-former chief executive will not receive a golden parachute. Mr. Pandit did not have an employment agreement that guarantees such a payout in case of termination, according to an analysis by Disclosure Matters. Other, more limited agreements also lack the kinds of provisions that are often used to guarantee payouts for exiting executives. A “key employee” profit-sharing agreement with Mr. Pandit filed in May 2011 says he generally “shall not be entitled to any payments pursuant to the plan” if his employment terminates before May 2013, except in the case of death or disability. Similarly, option and stock grants made last year suggested that Mr. Pandit would forfeit most of those awards on departure.