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Backdating woes may be behind Black Box CEO's exit
Wednesday, May 23, 2007

Controversy over the practice of backdating stock options may have caught a local executive in its net.

While no one would comment on the reasons, Fred C. Young stepped down yesterday as chief executive officer of networking equipment firm Black Box Corp., ending a nine-year tenure at the helm of the Lawrence company.

The move comes two months after Black Box admitted to "incorrect stock options accounting" and said it would restate 15 years worth of earnings and take a non-cash pre-tax charge worth $63 million.

Black Box is among 200 firms that federal regulators are investigating over the practice of cherry-picking dates when the stock price was advantageously low to grant lucrative stock options to company officials. Some 90 executives and directors across the country, including former CEO William McGuire of UnitedHealth, have been ousted or resigned in the wake of backdating scandals.

The Securities and Exchange Commission began an "informal inquiry" into Black Box after two lawsuits filed in November claimed that Mr. Young and several other company executives and directors had unfairly enriched themselves to the tune of $27 million while subjecting the firm to "potentially massive liability" in expenses should it be forced to recalculate earnings and pay additional taxes.

Black Box would not comment on why Mr. Young resigned. Company Chairman Thomas G. Greig would only say that the company is "fortunate to have in place a strong executive team."

Mr. Greig heads the board's audit committee that last year hired the Downtown law firm Kirkpatrick & Lockhart to conduct an ongoing internal investigation of Black Box's options-granting practices dating back to 1992.

"There's no way we can be sure" what prompted Mr. Young to resign, said Philadelphia-based securities attorney Gary Miller of the circumstances surrounding Mr. Young's departure. It's possible the internal investigation found the former CEO "knew about it or was behind" the back-dating or that Mr. Young simply was ready to move on, Mr. Miller said.

In announcing his resignation, Mr. Young said it "has been an honor to be the CEO of Black Box for the past nine years." "With tremendous dedication and effort, we achieved $1 billion in revenues during fiscal year 2007. The team is now well-positioned to leverage this new starting point to even greater heights."

Black Box said it will begin a search for Mr. Young's replacement immediately while Mr. Greig works with a trio of executives in the newly created "Office of the Chairman" to oversee the company's operations until a new CEO is hired. Senior Vice President Terry Blakemore, who has been with Black Box since 1999, will act as interim CEO, aided by Chief Financial Officer Michael McAndrew and Senior Vice President Francis Wertheimber.

Although he is stepping down, under his employment agreement, Mr. Young will receive his base salary for three years (it was $474,900 in fiscal 2006; the amount for the fiscal year that ended in March has yet to be disclosed), plus long-term incentive plan payments, medical benefits, "other cash bonuses," and all vested and unvested stock options that totaled $18.2 million a year ago.

First published on May 22, 2007 at 7:23 pm
Len Boselovic contributed to this report. Corilyn Shropshire can be reached at cshropshire@post-gazette.com or 412-263-1413.