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The Runaway CFO

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By then, Glasgow wasn’t alone in his dim view of Dillard’s management. Since 1998, when Bill Dillard became chief executive officer, there had been a steady drumbeat of criticism from Wall Street, which chafed at Dillard’s weak performance and the family’s viselike grip over the company. In the months after Clark’s death, the drumbeat became deafening, with analysts referring to Dillard’s as “a wasting asset” and “a chronic underperformer” and attacking the company for the high pay and perks awarded to its family executives; for its lavish spending on such items as five corporate jets—compared with the three owned by Macy’s Inc., a company nearly 14 times the size of Dillard’s; and for its poor corporate governance, which in 2007 was rated the second worst of the companies in Standard & Poor’s 500-stock index, according to Institutional Shareholder Services.

Wall Street’s unhappiness with Dillard’s reached a new intensity in August 2007, with a scathing letter from James Mitarotonda, the head of Barington. After calling Bill Dillard and getting no response, Mitarotonda wrote the company’s board, describing Dillard’s performance as “abysmal” and its governance as “nothing short of atrocious.” He demanded changes. But Dillard’s again did not respond, and during the next months the company appeared unconcerned as Barington, along with Clinton Group, began amassing Dillard’s shares.

Internally, however, Dillard’s management seems to have felt some pressure. Pounded by the weakening economy, the company’s earnings and market capitalization were slipping badly. It was at the end of October, Melinda recalls, when Bill Dillard proposed that the late Bill Clark’s 50 percent share of CDI be redistributed among the construction firm’s top executives. Instead of buying the co-founder’s shares, Dillard’s would allow William Clark to purchase 30 percent from his father’s estate, with the remaining 20 percent split between Glasgow and nine other executives. It was a clever strategy: By diluting Clark’s share, Dillard’s would strengthen its control over CDI, without shelling out any money.

The Glasgows would need a sizable loan to purchase their shares. Nonetheless, Melinda says, John was “excited. It was a huge opportunity.” Charged with overseeing CDI’s end of the deal, Glasgow began working on it in early November.

The first sign of trouble came on January 2, 2008, when Glasgow arrived home from work visibly shaken. He told Melinda that Freeman, Dillard’s CFO, had shown up at his office that afternoon and asked to look at CDI’s financial records. According to Glasgow’s account, Freeman had cross-examined him about the size of the bonuses given to CDI’s executives and about the fees it was charging to Dillard’s. Although he was upset by the tone of Freeman’s questioning, Glasgow was not unduly worried. Dillard’s had been auditing CDI’s financials for years and had never had any complaints, nor had Glasgow had any problems with Freeman. Fifty-eight years old, Freeman had been Dillard’s CFO since 1991. A brilliant accountant, Freeman had a reputation for being a very tough manager who could be harsh with underlings. But Glasgow had never experienced that.

Shortly after their meeting, Glasgow went to Colorado for a week of skiing with his family. When he got back, he was surprised to find that Freeman had sent three Dillard’s auditors to comb through CDI’s records. As his staff scurried to retrieve files and answer the auditors’ questions, Glasgow grew increasingly disturbed. He told his wife that he didn’t know what they were looking for. On Friday, January 18, Melinda came home from work to find her normally unflappable husband close to tears. Freeman had called him that morning. Whether he actually accused Glasgow of fraud isn’t clear, but, at some point, Freeman had brought up Enron. Glasgow said Freeman told him: “You know the CFO there? He lost his license; he went to prison. Well, that’s what’s going to happen to you.”

Glasgow immediately went to see William Clark and told him that the stock-redistribution plan had to be called off. Summoned by an alarmed call from Clark, Bill Dillard soon showed up at CDI’s offices with James Freeman. Glasgow told his wife that after denying he had ever threatened Glasgow with prison—“Oh now, John, you know I didn’t say exactly that”—Freeman had gone on the attack. As one CDI executive would describe it, Freeman had “hauled off on John.” According to Melinda, Glasgow said Freeman again challenged the bonuses given to CDI executives as well as the fees that CDI was charging on Dillard’s jobs. Exactly what else was said is unclear—there may have been issues Glasgow did not reveal—but he said he repeatedly pointed out that nearly everything had been agreed upon by Clark and Dillard in 1996, but suddenly no one seemed to remember that. Glasgow was shocked.

As he told Chandler on the phone the following night, he had never before been “so embarrassed and humiliated.” It was the first time in his life that his honesty and competence had been called into question. “John was afraid,” says Melinda. “At this point, he felt like it was personal with Freeman and him.” Apparently concerned that he might somehow be set up for some kind of a fall, Glasgow called his attorney, who was also the lawyer for CDI and whose firm represented Dillard’s. Counseled to simply “keep your head down, give them what they want,” Glasgow felt further isolated. That night, after the Dillard’s auditors left, he drove back to his office and set up a tap on his phone.

Some of his co-workers thought Glasgow seemed more relaxed the week before his disappearance. He made jokes and sarcastic remarks about the Dillard’s auditors. Faced with yet another request for files, Glasgow stunned a colleague: “God, I am sick and fucking tired of this shit,” he said, using language no one had ever heard from him in public before. It was as though his anger at Dillard’s had loosened his rigorous self-control, liberating him in some way.

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