JACKSONVILLE, Fla. — Former JEA Chief Operating Officer Melissa Dykes continued her testimony in the trial of two of her once co-executives Friday.
Dykes is one of the only witnesses to say they fully understood the plan that landed former-CEO Aaron Zahn and former-CFO Ryan Wannemacher in the courtroom facing federal conspiracy charges.
The bonus plan would have yielded Zahn and Wannemacher hundreds of millions of dollars if they managed to sell the utility. But after the plan, and the sale, fell apart in 2019, the two were charged with federal charges of conspiracy and wire fraud.
Though they are accused of masterminding the plan, they weren't the only ones who would have gained.
And when asked, Dykes testified that as a member of the C-Suite, she knew she would have cashed out too.
“(The plan) could have been very lucrative, and potentially worth millions of dollars, and you would have taken it,” Federal Prosecutor Tysen Duva said during his questioning of Dykes. Dykes did not dispute this.
She would have taken the money, she said, but “there was never a mechanism for me to say no.” Dykes said she had requested an option to opt out, but none was created.
If Dykes understood JEA’s executive suite stood to make hundreds of millions, why didn’t she speak out? Duva grilled her on this topic for much of her hours-long testimony.
In earlier statements, Dykes said JEA’s leaders were entering “troubled waters” as they prepared to pitch the performance unit plan. Duva pushed Dykes on why she would feel that way if she thought everyone was in on the plan, and nothing was being kept in the dark. “Who were you hiding this from?” he asked Dykes several times.
Dykes denied she was hiding from anyone, and reiterated previous testimony that she believed everyone on the board understood what was happening. She believed “troubled waters” were ahead due to timing of the proposed sale and public opinion, she said, but Duva kept pressing.
He asked Dykes if she really believed, at the time, that the board intentionally approved "lucrative payouts to make people like you rich?" Dykes answered that she believed the board knew everything. Even when board members had extreme reactions in board meetings, Dykes said she did not speak up to explain or reassure them because she figured it was "just theater."
On Thursday, she first testified about her assumption that Zahn had briefed each board member on the plan. She recited what she remembers him telling her before the meeting: "Everybody who needs to understand it, understands."
Does she believe that truly meant everyone understood? Dykes testified that at the end of the day, prosecutors would have to ask the board members if they grasped the plan or not.
Witnesses are not allowed to observe a trial they are testifying in, so Dykes wouldn't have heard any board members' testimony. But the jury has already seen testimony from five of six board members who voted that day: Not a single one testified they understood the plan.
All of them said if they did understand, they wouldn't have approved it.
And Dykes did know, at least, how one board member felt -- she testified under oath that former-board chair April Green told her she "felt misled."
Dykes was interim-CEO, and believed to be the favorite for the permanent job, when Aaron Zahn was appointed instead. She said choosing the CEO is the most important decision a board ever makes.
"They picked him, and not you," Duva finished. Dykes agreed. Duva asked her: "Do you think that's why you're in this chair today?"
The defense objected, and Dykes did not answer that question.
After giving a glowing endorsement of Wannemacher Thursday, where she said he was one of "the most honest people" she has ever met, Dykes was questioned about her opinion of Wannemacher again.
She spoke about Wannemacher's dedication to his family and his faith.
"You two are very close, and you don’t want anything bad to happen to him," Duva said
Dykes replied: “Correct.”
“You don’t want to see Mr. Wannemacher suffer any punishment?”
“No.”
Former JEA treasurer says he was told not to discuss value of the plan with anyone
Joe Orfano, now VP of of Financial Services at JEA, was treasurer during Zahn's tenure as CEO. He testified Friday that he also understood the plan -- but once he voiced his concerns, he was cut out.
He said he told Wannemacher "this isn't my first rodeo in utilities," and he knew that the plan potentially had huge value.
He told Wannemacher his disapproval in no uncertain words: "I believe i used to the word ‘untoward,’ or ‘unseemly.’"
After that, he said, he never received another email on the topic.
He also said Wannemacher told him Zahn had mandated that he not talk about the potential payout "with anyone."