9. See New York Stock Exchange website, https://nyse.nyx.com/.
10. Regulation S-K Item 402(c)(2)(viii), 17 C.F.R. § 229.402(s) (2010). “All other compensation for the covered fiscal year that the registrant could not properly report in any other column of the Summary Compensation Table. Each compensation item that is not properly reportable in columns (c)–(h), regardless of the amount of the compensation item, must be included in column (i). Such compensation must include, but is not limited to: A. Perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $ 10,000; B. All “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes. . . .” See also, U.S. Securities and Exchange Commission, “Executive Compensation,” last updated September 2, 2011.
11. U.S. Securities and Exchange Commission, “Executive Compensation and Related Persons Disclosure,” last updated September 2, 2011.
12. Ibid.
13. Ibid.
14. The value of perquisites and personal benefits received by named executive officers and directors must be disclosed in the “All Other Compensation” column of the Summary Compensation Table. Ibid.
15. See for example, “Executive Perquisites—What 2012 Proxy Statements Have Revealed,”
The Ayco Compensation & Benefits Digest,
Vol. 20, Issue 6, June 15, 2012. See also, “The Wall Street Journal/Hay Group Survey of CEO Compensation Study 2011,” June 6, 2012.
16. See for example, Michael Brush, “10 outrageously lavish CEO Perks,” MSN Money, November 27, 2012. See also, “Eight Outrageous CEO Perks,”
24/7 Wall Street Wire,
December 13, 2013; and Gary Strauss, “Despite Huge Salaries, CEOs Cling to Their Perks,”
USA Today,
April 13, 2011.
17. “Executive Perquisites—What 2012 Proxy Statements Have Revealed,”
The Ayco Compensation & Benefits Digest.
“Perquisites remain part of the executive compensation program at an overwhelming majority of companies and may play a role in attracting and retaining key executives.” Ibid. at 1.
18. Ibid. at 4.
19. Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203 (July 21, 2010), Section 953. There are numerous and ongoing attempts to repeal some of the disclosure requirements of Section 953 of Dodd-Frank because the provisions are arguably burdensome and compliance impracticable. See also, Section 951. Section 951 of Dodd-Frank amends Section 14A of the Securities Exchange Act of 1934. See, Securities Exchange Act of 1934, Section 14A(a)(2). See also, Jennifer Liberto, “CEO Pay: Shareholders Get a (Little) Say,” CNNMoney, April 21, 2011. “As part of the Dodd-Frank law reforming Wall Street, all public companies must now hold shareholder up-or-down votes on CEO pay. While the so-called ‘say-on-pay’ votes are symbolic and nonbinding, they’re powerful enough to prompt a corporate powerhouse such as GE to shake up Immelt’s pay package.” Ibid.
20.
People v. Kozlowski II,
direct examination of Kathy McRae, transcript at 11437:19–22, April 20, 2005.
21. Dennis Kozlowski, telephone interview with the author, June 7, 2012.
22.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12251:5–6, April 27, 2005.
23. Dennis Kozlowski, interview with the author, New York City, New York, June 21, 2012.
24. David Ropelk, “Inside the Mind of Worry,”
New York Times,
September 28, 2012.
25. Dennis Kozlowski, interview with the author, New York City, New York, June 21, 2012.
26.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12251:23–25, April 27, 2005. See also, Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012.
27. Alex Kuczynski, “Lifestyles of the Rich and Red-Faced,”
New York Times,
September 22, 2002. The author included this information because she was shocked by multi-million dollar interior decorator bills for a 6,000-square-foot apartment. Apparently, it is the norm.
28. U.S. Securities and Exchange Commission, “Tyco International Ltd. Form 8-K,” September 10, 2002.
29. Dennis Kozlowski, telephone interview with the author, June 7, 2012.
30. Ibid.
31.
People v. Kozlowski II,
direct examination of Linda Auger, transcript at 08059:19–24, March 23, 2005.
32. Mark Maremont and Laurie P. Cohen, “Tyco Spent Millions for Benefit of Kozlowski, Its Former CEO,”
Wall Street Journal,
August 7, 2002.
33. Securities and Exchange Commission, “Tyco International Ltd. Form 8-K,” September 10, 2002.
34. Ibid.
35. Ibid.
Chapter Five: Behind the Elephant
1. Dennis Kozlowski, telephone interview with the author, May 11, 2012.
2. Ibid.
3.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12063:9–18, April 27, 2005.
4. Dennis Kozlowski, telephone interview with the author, May 11, 2012.
5. Ibid.
6.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12064:3–5, April 27, 2005.
7. Ibid. at, 12064:13–16.
8. Ibid. at 12064:21–23.
9. Tyco
Fire and Integrated Solutions, “Our History,” http://www.tycofis.co.uk/About-Tyco/our-history (accessed May 17, 2013).
10. Funding Universe, “Tyco International Ltd. History” citing
International Directory of Company Histories,
Vol. 63 (New York, NY: St. James Press, 2004).
11. Ibid.
12. Ibid.
13. MIT Alumni Association, “Deceased Classmates,” MIT Class of 1956;
Carlton Macomber, “‘71 Face-off with Soviets Led U.S. to 200-Mile Limit,”
South Coast Today,
November 4, 1998; and “Westport’s World’s Lecture by William Wyatt Provides an Entertaining Look at Town History,”
Dartmouth-Westport
(CT)
Chronicle,
August 18, 2004.
14. Carlton Macomber, “‘71 Face-off with Soviets Led U.S. to 200-Mile Limit,”
South Coast Today;
and “Westport’s World’s Lecture by William Wyatt Provides an Entertaining Look at Town History,”
Dartmouth-Westport
(CT)
Chronicle.
15. Dennis Kozlowski, telephone interview with the author, May 11, 2012.
16. Funding Universe, “Tyco International Ltd. History” citing
International Directory of Company Histories,
Vol. 63 (New York: St. James Press, 2004).
17. Dennis Kozlowski, telephone interview with the author, May 11, 2012.
18. Ibid.
19.
People v.
Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12065:3–25 and 12066:2, April 27, 2005.
20. Ibid. at 12066:11–18 and 12066:3–6.
21. Robert A. G. Monks, telephone interview with the author, May 7, 2013.
22. Ibid.
23. Dennis Kozlowski, interview with the author, New York City, New York June 22, 2012.
24.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12069:2–4, April 27, 2005.
25. Funding Universe, “Tyco International Ltd. History” citing
International Directory of Company Histories,
Vol. 63. (New York: St. James Press, 2004; and
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12072:10–11, April 27, 2005.
26. MIT Alumni Association, “Deceased Classmates”; Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012; Funding Universe, “Tyco International Ltd. History” citing
International Directory of Company Histories,
Vol. 63 (New York: St. James Press, 2004); and
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01734;21–25, January 31, 2005.
27. Funding Universe, “Tyco International Ltd. History” citing
International Directory of Company Histories,
Vol. 63. (New York: St. James Press, 2004).
28. Ibid.
29. Ibid.
30. “Vertical integration of the supply chain” is the author’s phrasing. In my interviews with him, Dennis Kozlowski did not rely on technical management terminology and never used buzz words. His descriptions of his vision, strategies, and actions came in plain language and did not sound like they came from a textbook.
31.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01738:5–6, January 31, 2005.
32.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12072:21–25 and 12073: 2–12, April 27, 2005.
33. Ibid. at 12078:15–19.
34. Dennis Kozlowski, letter to the author, March 10, 2011.
35.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01738:7–12, January 31, 2005.
36. Robert A. G. Monks, telephone interview with the author, May 7, 2013.
37.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01738:7–12, January 31, 2005.
38. Dennis Kozlowski, letter to the author, March 10, 2011.
39. Dennis Kozlowski, telephone interview with the author, May 25, 2012.
40. Robert A. G. Monks, telephone interview with the author, May 7, 2013.
41. Ibid.
Chapter Six: Becoming CEO
1. Dennis Kozlowski, interview with the author, Marcy, New York, May 21, 2011. See also,
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12085:10–13, April 27, 2005.
2. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012; and
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12082–12083, 12053:20–25, and at 12054:2–5, April 27, 2005.
3. Dennis Kozlowski, telephone interview with the author, May 8, 2012.
4. Robert Pastore, telephone interview with the author, July 3, 2012; and Robert Pastore, Letter to Commissioner Brian Fischer, New York State Department of Corrections and Community Supervision, October 29, 2011.
5. Dennis Kozlowski, telephone interviews with the author: May 8, 2012; May 9, 2012; and May 25, 2012.
6. National Center for Education Statistics, Institute of Education Sciences, U.S. Department of Education.
7. Dennis Kozlowski, telephone interview with the author, May 25, 2012.
8. Dennis Kozlowski, telephone interview with the author, May 9, 2012; Damian Fannelli, “Two New Studies Suggest Women Are More Attracted to a Man Holding a Guitar,”
Guitar World,
May 10, 2013, citing studies published in
Psychology of Music
and
Letters on Evolutionary Behavioral Science;
and “Late Night with Jimmy Fallon,”
Newsmax,
The Best of Late Night Jokes, May 9, 2013.
9. Dennis Kozlowski, telephone interview with the author, May 9, 2012.
10. “The History of Seton Hall,”
2012-13 Undergraduate Catalog, Seton Hall University,
University Overview, 9; and Dennis Kozlowski, telephone interview with the author, May 9, 2012.
11. Eugene M. Tobin, “John Franklin Fort,” in
The Governors of New Jersey 1664
–
1974: Biographical Essays,
ed. Paul A. Stellhorn and Michael J. Birkner (New Jersey Historical Commission, 1982), 174 and 177.
12.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01732:18–20, 01733:5–8, 01733:24–25, and at 01743:1–3, January 31, 2005; and “Former Tyco CEO to Address Sul Ross Commencement on Saturday,”
Alpine
(TX)
Daily Planet,
May 10, 2013.
13.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01733:24–25, 01743:1–21, 01734:21–25, and at 01735:5–8, January 31, 2005.
14. Gary Strauss, “Retired Tyco CEO Gets $150 Million Exit Package,”
USA Today,
January 13, 2013. See also, Michelle Leder, “Openers: Suits; The Fine Print,”
New York Times,
January 29, 2006.
15. Ibid.
16.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01738:5–11, 01738:22–25, and 01740:13–17, January 31, 2005;
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12079:19, April 27, 2005; and Dennis Kozlowski, letter to the author, February 19, 2011.
17.
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01735:12–13, January 31, 2005; Robert A. G. Monks, telephone interview with the author, August 5, 2013. See also, Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012; and Joshua Berman, telephone interview with the author, August 8, 2013.
18. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012; and Dennis Kozlowski, telephone interview with the author, May 30, 2012.
19. Dennis Kozlowski, telephone interview with the author, May 30, 2012; Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012;
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12053:14–25, 12054:2–5, 12082:24–25, and 12083:1–25, April 27, 2005; and
People v. Kozlowski II,
direct examination of John Fort III, transcript at 01735:12–13, January 31, 2005.
20. Dennis Kozlowski, telephone interview with the author, May 30, 2012.
