Investigation Overview
An investigation on behalf of former and current employees of Umpqua Holdings Corp., who are or were participants or beneficiaries of the Umpqua Holdings n employee company stock option plan and/or currently hold NASDAQ: UMPQ stock over possible breaches of fiduciary duties in connection with Umpqua Holdings executive compensation practices was announced.
The investigation by a law firm focuses on possible breaches of fiduciary duties related to potential excessive compensation that was awarded to certain senior officers and executives at Umpqua Holdings Corp. based upon its current operating condition and that was improper compared to what senior officers and executives at comparable companies were making.
An investor in shares of Umpqua Holdings Corporation (NASDAQ:UMPQ) already filed a lawsuit against directors over alleged breaches of fiduciary duty in connection with Umpqua Holdings executive pay.
According to the complaint the plaintiff alleges that the board of directors breached their fiduciary duties owed to investors of Umpqua Holdings Corp. The plaintiff claims, among other things, that the Umpqua board's decisions to increase CEO and top executive pay in 2010, despite the company's severely impaired financial results, were disloyal, irrational and unreasonable, and not the product of a valid exercise of business judgment.
Umpqua Holdings shareholders recently expressed their disdain for executive pay packages by voting no on Umpqua Holdings Corporation's say on pay provision. Umpqua Holdings Corp. received 61.85% opposition against its pay practices at its April 19 annual meeting, according to a company filing.
In fact, despite the fact that shares of Umpqua Holdings Corporation (NASDAQ:UMPQ) rose from as low as $6.91 per share on March 09 to almost $12 in the end of March 2011 NASDAQ: UMPQ stock fell from as high as $19 in September 08, respectively $29.44 per share in Jan. 07. Additionally Umpqua Holdings Corporation reported a Net Loss of $153.37million in 2009.
However, Umpqua Holdings CEO and Presidents pay rose from $2.3million in 2009 to $3.7million in 2010, the COOs pay increased from roughly $707,000 in 09 to $1.5million in 2010, the CFOs pay rose from roughly $365,000 in 09 to $879,000 in 2010, and the EVP, Senior Credit Officers pay increased from about $343,000 in 2009 to $897,000 in 2010. Additionally the EVP/Commercial Banking was given $137,326 for moving and relocation costs.
The plaintiff alleges that the defendants knew or should have known that increasing 2010 CEO and top executive pay from between 61.1% and 161.2%, despite the companys negative 7.7% 2010 annual shareholder return, was unreasonably excessive and violated the Umpqua Holdings Boards own pay-for performance executive compensation philosophy. A Umpqua Holdings Corps spokesperson reportedly said the company plans to defend itself vigorously again the lawsuit and will file a motion to dismiss within a month.
Former (or current) employees of Umpqua Holdings, who currently hold stocks of Umpqua Holdings Corporation (NASDAQ: UMPQ), may be eligible to file a complaint against certain directors and officers, so the investigation.