No Formica here, no commercial carpeting or stainless steel. The conference table was twenty feet long and made of page-cut walnut; the chairs were walnut and bronze and plush crimson cushions; the lighting was subtle and recessed. The floor was oak parquet, accented with Quashqa’i rugs.
An alcove at one side of the room contained a refrigerator stocked with soft drinks and sparkling water. A small bar was tucked discreetly away under a countertop, and a coffeemaker kept fresh three flavors of hot coffee, as well as hot water for anyone who wanted to brew tea. A Limoges-style sugar bowl and creamer waited next to an array of delicate cups and small serving plates. On the countertop itself was a tray of sandwiches cut into equilateral triangles, cookies, and a freshly opened box of Godiva chocolates.
Constance Rondeau probed the box of chocolates, her sharp nose moving up and down like a bird going after a worm. O’Dell watched her work over the box, and realized that she recognized individual types among the Godiva variety, and was picking out the good ones.
O’Dell pulled herself back: she was drifting. Oakes was talking.
"… do agree that somebody had to take the reins. We’ve got too much going on, and it’s too dangerous out there right now. And somebody’s got to work with Midland…" If Rondeau looked like a bird, Shelley Oakes looked like a porkpie-all puffy and round-faced.
"But my point is," said Loren Bunde, "we can’t take forever finding someone. We don’t have the time, with this merger going on. We probably ought to go over to Midland and get one of their mechanics, and just pull the thing together."
"Where would his loyalty be?" asked Bone. "It’d have to be with Midland, because that’ll be the successor bank. He’d find a way to screw us: hell, that’d be his job. I definitely think we should go with the merger: but on our terms. They need us. We don’t really need them. We’ve got the fifty-dollar price in play, but if everything shakes out right, we’ll get seventy-five."
"Nobody ever mentioned seventy-five," said Rondeau, looking up from the Godiva chocolates with a light in her eye.
"I think that would be a minimum. I don’t know what was going on between Midland and Dan Kresge, but something was going on," Bone said. "Fifty dollars is ridiculous. One-for-one is ridiculous. We should get cash as welclass="underline" I don’t think a hundred is out of the question."
"I think it is," O’Dell said bluntly. "I think seventy-five is on the outer edge of any sane possibility."
"You don’t know what you’re talking about," Bone said.
O’Dell ignored him, and looked around at the other board members: "Listen: We must reconsider the possibility of continuing as an independent," she said. "An immediate merger on the proposed terms would turn some quick profits for all of us, myself included. But the merger talk alone has pushed the stock price, and we’ll keep most of that whether or not we merge. So that much is locked in. And the fact is, if the new management were to take what I think is a proper view of the board and its duties, and the top management and its duties, then additional compensation would be provided anyway. There are also benefits available to board members and top management that we will lose in a merger, no matter how much money we got right away."
After a moment of silence, somebody asked, "Like what?"
O’Dell smiled and said, "There’s quite a wide range of possibilities… A little research on what other boards get as compensation could point to some interesting alternatives. Tax-free alternatives, I might add."
McDonald sat at the far end of the table, where Kresge had always sat, watching the talk, struggling to keep up with it. Bone and O’Dell were clearly at odds, Bone pushing for the proposed merger, O’Dell resisting.
"All these possibilities should be explored," he ventured ponderously. "But I do think that we should consider Polaris’s position as a major community asset. We’ve been here for a hundred years and more, and a lot of us wouldn’t be where we are today if we hadn’t had the ear of some friendly people at Polaris…"
He droned on, losing most of the board immediately. John Goff had the right to buy almost forty thousand shares of Polaris at prices ranging from twelve dollars a share to forty-one dollars, most of it at the lower end. Using a scratch pad and a pocket calculator, he began running all the option prices against Bone’s suggestion that they might get a hundred.
Dafne Bose was drawing an airplane on her scratch pad. The bank had a small twin-prop, mostly used for flying audit and management teams to small banks out in the countryside. But what if the bank were to buy something really nice-a small jet-and what if it were available to the board? It probably should be, anyway. A plane like that would be worth tens of thousands of dollars a year, none of it visible to the IRS. O’Dell said there were other possibilities. Bose underlined the plane and looked up at O’Dell, who smiled back.
"Yeah, yeah, that’s all fine," Goff said, when McDonald appeared to be running down. "So we’ve all got a lot to think about. I would propose that we leave everything as is: Wilson speaks for us, but we ask Susan and Jim each to prepare a report on their respective ideas, deliverable before Friday noon to each of us. That’s quick, that’s only a couple of days, but we gotta move on this. I further suggest that we meet again next Monday to consider the reports. We’d want a complete discussion of all the, uh, options, and at that time we can consider how to go forward."
He looked around, got nods of assent. For just a fleeting, tiny part of a second, O’Dell and Bone locked eyes. Only two of them were left. McDonald had just been cut out. Whoever’s report was adopted would be running the place in a week.
McDonald didn’t understand that yet. He harrumphed, allowed that the reports were probably a good idea, and after a few more minutes of talk, the board adjourned.
O’Dell ordered Carla Wyte and Louise Compton to her office as soon as she got out of the meeting. Marcus Kent, her other major ally, was too exposed to meet with her publicly, since he technically worked for Bone.
"Everything I said was true," O’Dell told Wyte and Compton. "The trouble is, it’s not money in hand. I need exact, specific examples of the kind of payoff we can deliver to board members and top management if they adopt my approach."
She turned to Wyte: "You’re the numbers person. I want you to nail down the numbers on this stuff, so they’ll know what they’ll get, and how much it’ll cost the bank, and what the tax consequences will be. Do you know Pat Zebeka?"
Wyte was scribbling on a yellow pad: "I’ve heard of him. A lawyer."
"Tax guy, one of the best, and he’s done a lot of compensation work. Get with him-on my budget, I’ll fix it- and get a laundry list of everything we can offer that will provide tax advantages."
And to Compton, who never took notes on anything, because if you never took notes, nobody could subpoena them: "I want charts from you. Get the details from Carla, and put them together in a package. It’s gotta be good, and it’s gotta be clear. Not so simple they’ll be insulted, but they’ve got to see what they’ll get. It has to be as real as the dollars they’d get from a merger. And another thing- there are some pretty big advantages to being on the Polaris board. We need to put together a list of those advantages. Social status stuff."
"Good. What about polling the board?" Compton asked. "I’m talking to them, the ones I can get. And I’ve got to talk to McDonald. Tonight, if I can. I’m not sure if the idiot knows he’s out of it, but he’s got to find out sometime."
"From you? Do you think that’s smart? He might be insulted."
O’Dell shook her head: "Has to be done. I’ve got to get to him before Bone, and I can make him an offer Bone can’t."
"What?" Wyte asked.
"I’m president and CEO, but he’s board chairman. Talking is what he does best anyway. In a couple of years, when the bank’s mine…" She flipped a hand dismissively. "… he can go away."