Despite a legal opinion from the City Office of General Counsel that Jacksonville Port Authority CEO candidate Brian Taylor could serve with no conflict of interest, the board voted Tuesday to seek a binding opinion from the Florida Commission on Ethics.
"We would have had a significant amount of criticism if we didn't go through this process at the state level and I think we would have had a complaint against us," said Jim Citrano, immediate past chairman of the JaxPort board of directors.
"We need to do this and move on," he said.
Taylor is a former Horizon Lines executive who has a separation agreement with the company, which operates at JaxPort. He resigned Nov. 8 as executive vice president and chief operating officer of the company and is due compensation until 2014, including two years at a base salary of $370,000 per year.
He was not at Tuesday's meeting.
A majority of the board members were made aware of the agreement after they approved Taylor as CEO during a June 17 meeting.
Citrano requested that the general counsel's office review Taylor's work history for possible conflicts of interest with the CEO position.
Chairman Joe York said he discussed the issue with Taylor during the interview process — before the June 17 meeting — but said he did not think the agreement posed a conflict. He said it was a prudent call by Citrano to ask for the review.
Jason Gabriel, assistant general counsel, told the board Tuesday that after review, Horizon Lines is a subcontractor of APM Terminals at JaxPort and does not have a direct relationship.
"There appears to be no contract between (JaxPort) and Horizon to be negotiated, supervised or managed," Gabriel said in a memo to the board.
Under ethics laws, there "appears to be a high probability" no conflict exists, he said.
The board expressed confidence in the opinion, but also wanted it confirmed by the state ethics commission.
Board member Robert Spohrer, a shareholder at firm Spohrer & Dodd, said he was confident in the opinion and said it was well-reasoned. He said he was optimistic the state board would agree.
"However, the downside, if they do not, is severe for this organization and for Mr. Taylor," Spohrer said.
The Florida Commission on Ethics is a nine-member commission with a staff of about 20 employees. It is responsible for investigating and issuing public reports on complaints of breaches of the public trust by public officers and employees.
The commission also renders legally binding advisory opinions interpreting the ethics laws and implements the state's financial disclosure laws.
The port board voted to request an opinion from the commission and, at the same time, approved to negotiate a contract with Taylor that would be activated upon confirmation of the opinion.
The board approved a salary of $320,000, severance of up to 20 weeks of salary for termination without cause, a vehicle allowance of $500 a month, a relocation allowance of up to $50,000 and a social club membership allowance of $500 a month.
The relocation allowance would have to be applied for and the receipts approved by the board.
Spohrer was the lone dissenting vote on the car allowance.
"We shouldn't be doing things because we have done them in the past. We are making changes, and we should be able to do things differently," said Spohrer.
Board Vice Chairman John Anderson requested a meeting with Heidrick & Struggles, the executive search firm it hired, to discuss why it did not provide information about Taylor's separation agreement to the board.
"Our search firm made a mistake, potentially, at our expense. This should have been disclosed earlier. This is a pretty significant drop of the ball on their end in this process," said Anderson.
JaxPort has paid two-thirds of the $99,000 contract to the firm and Anderson suggested withholding the final payment because of the mistake and because the board will have to pay for legal fees to file the request with the state ethics commission.
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