GREEN, Ohio -- Diebold Inc.'s former President and Chief Executive Thomas W. Swidarski left with a $3.36 million severance package and an agreement not to talk about the company that pushed him out.
According to the severance agreement outlined in Diebold's proxy statement, Swidarski's departure on Jan. 19 was "an involuntary termination without cause."
Diebold announced on Jan. 24 that Swidarski, 54, was stepping down as president and CEO effective immediately - minutes after the company said it expected to miss its 2012 profit target and lose 12 cents per share in its fourth quarter.
But the Fortune 1000 technology company has never publicly said that Swidarski was pushed out, until Wednesday's proxy statement.
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The filing also explains that Swidarski, who had left the company before his departure was made public, is under a "a perpetual obligation of confidentiality, regardless of the circumstances" under which he left.
Henry D.G. Wallace, chairman of the board, sent Diebold employees an email that morning praising Swidarski's "passion for Diebold, his high regard for each and every one of you and his optimism for the future - his and ours."
But Swidarski and others were blamed when the company missed its earnings-per-share goal for 2012.
Swidarski did not receive a increase in his $840,000 base salary. Plus he, Bradley Richardson, executive vice president and chief financial officer, and Charles E. Ducey Jr., executive vice president, North America operations, did not get their annual cash bonus.
Diebold is searching for a new CEO, but has not set a deadline for finding one.
In the meantime, the company's board of directors has promoted George S. Mayes Jr., executive vice president, global operations, to chief operating officer.
According to the proxy, if Swidarski had been fired for wrongdoing, then he would not have received the severance package.
But because he was terminated "without cause," he was entitled to a lump sum of twice his $840,000 base salary, plus twice his target annual cash bonus, which is equal to his salary.
He also retains his medical, dental, long-term disability and life insurance for two years, as well as professional outplacement help.
Swidarski does not get to keep his company-paid country club memberships ("anticipated to be used for business as well as personal purposes"), complete annual physical exam, monthly car allowance of up to $3,295, and reimbursement of up to $20,000 a year for financial planning and tax preparation services.
"We provide our executives with limited perquisites," the company said in its proxy. "The (Compensation) Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the company, are part of a competitive reward system, and help in attracting and retaining top management talent."
The complete annual physical, for example, "helps protect in small measure the investment we make in these key individuals."
Besides Swidarski, two other executive officers for 2012 are no longer with the company today.
Leslie A. Pierce, the company's vice president and corporate controller, left on April 18, 2012.
She received a severance of $873,471; $26,459 in accrued vacation; and $216,529 for "attorneys' fees incurred in connection with the separation agreement."
Diebold declined to talk about those attorneys' fees beyond what was said in the proxy statement.
Charles Ducey Jr., executive vice president, North American operations, left the company on Jan. 28, 2013.
His severance package entitles him to a lump sum of one and a half times his $424,676 salary and target bonus, or $1.11 million.
Both Pierce and Ducey, who are also under confidentiality agreements, get two years of healthcare, plus outplacement help.
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