Payout for CEO Horton in US Airways Merger Is Rejected

Thomas Horton
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Thomas Horton

A judge has rejected a proposed severance package of nearly $20 million for Thomas Horton, the chairman and chief executive officer of American Airlines, saying the payout was not allowed under federal bankruptcy law.

U.S. Bankruptcy Judge Sean Lane in Manhattan issued his decision on Thursday, after having approved at a March 27 hearing AMR's planned $11 billion merger with US Airways.

Horton's $19.9 million severance had been part of the merger agreement and was to consist of equal amounts of cash and shares of the combined company.

Lane had suggested at the hearing that severance might be better addressed in AMR's reorganization plan, which the company has yet to submit and which requires creditor approval.

U.S. Trustee Tracy Hope Davis, a Department of Justice monitor for the bankruptcy, also opposed Horton's severance.

"It's American Airlines' current intention to address Mr. Horton's compensation arrangement in the plan of reorganization," said Mike Trevino, a spokesman for the carrier.

The combined company would be run by US Airways CEO Doug Parker, with Horton as nonexecutive chairman. Parker would become chairman after the first annual shareholder meeting, probably next spring.

Horton joined AMR in 1985, left in 2002 for a four-year stint at AT&T, and then returned. He became CEO of AMR when it filed for bankruptcy in November 2011.

AMR at first opposed the merger, but reversed itself under pressure from creditors. The merger would create the world's largest airline, and AMR and US Airways hope to save more than $1 billion of annual costs by 2015.

"You're telling retirees you can't pay their health care benefits, you're telling creditors you can't pay them, and then you want to pay $20 million to a CEO who hasn't done anything to earn it," airline consultant Mike Boyd said in an interview. "AMR will end up giving him several million dollars, and can probably dig up other cases and precedents to justify it."

Davis had called Horton's proposed payout too large relative to severance for nonmanagement workers, and improper because it was not part of a program for full-time workers in general.

Lane rejected AMR's argument that these restrictions did not apply because the payout would be made—or could be voided—by the combined company after the merger closed.

"It is unclear what purpose would be served by the court's approval of the severance if (the combined company) could later veto the severance through a vote of its board," he wrote.

The judge also said deferring to AMR's "business judgment" in allowing the payout was "exactly what Congress sought to prevent" in capping severance awards by companies in bankruptcy.

AMR has said the payment to Horton recognized his efforts in leading the company through bankruptcy and into the merger.

Its lawyer, Stephen Karotkin, told Lane on March 27 that the desire of AMR directors to maximize value and see the merger through justified payments to Horton and others.

The combined carrier would take the American name and be based in AMR's hometown of Fort Worth, Texas. US Airways is based in Tempe, Ariz.

The case is In re: AMR Corp et al, U.S. Bankruptcy Court, Southern District of New York, No. 11-15463.