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Volume 22 No. 40
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Documents show merger will result in payouts to ISC execs

Joie Chitwood III is leaving International Speedway Corp. in November with a payout that could top $1.5 million — one of several ISC executives set to make a windfall on the track operator’s $2 billion acquisition by NASCAR, according to SEC documents.

 

The France family’s bold bet to combine the two companies is leading to a multitude of change, including Chitwood’s announcement last month that he will step down from his role as executive vice president and chief operating officer Nov. 30, which is expected to be around the time NASCAR’s acquisition closes.

Chitwood is said to be leaving by his own choice, and he acknowledged in a prepared statement released by ISC that “after 10 great years with ISC and with the pending merger, this feels like the right time to step away and find a new challenge.”

Because NASCAR’s acquisition hasn’t closed, many employees within the two companies have yet to be informed of the exact structure and plans for when the companies combine. This has led to some uncertainty within the companies about the possibility of layoffs and how much autonomy track executives will be granted from NASCAR’s leadership under the new structure. A handful of executives already have roles at both companies.

ISC public documents filed with the SEC, and reviewed by Sports Business Journal, outline the compensation Chitwood stands to make on his way out. According to those documents, Chitwood entered into a resignation and confidentially agreement with ISC Aug. 19, and that deal entitled him to $470,730 in compensation, along with continuing to receive his salary and benefits through the end of his official tenure.

Meanwhile, ISC’s proxy statement showed that Chitwood has 17,916 unvested shares of ISC stock that will vest and be worth $806,220 once the deal closes, based on the $45 per share the France family is paying for ISC. He is also eligible to receive as much as $192,967 for a 2019 long-term incentive award opportunity, and up to $209,065 for a 2019 annual bonus opportunity.

In total, that means Chitwood could leave ISC with around $1.68 million, should he receive the top amount of his bonuses, which are performance-based.

Chitwood is not the only executive set to receive a substantial payout from the closing of the acquisition. The proxy statement also shows that, upon the deal’s closing, ISC President John Saunders will earn $1,245,600 in vested shares, CFO Greg Motto will earn $401,670, and CMO Daryl Wolfe will earn $701,505. The roles those executives will play post-merger have not been announced, but Wolfe is one of the executives who already holds a dual role.

ISC CEO Lesa France Kennedy’s number of shares of restricted stock that have not vested was not listed as part of the agreement, but after the deal closes, she will continue to be part of the France family group that will own 100% of the combined company.