Exclusive: Leaked Internal LifeWay Emails Reveal $1,000,000 Severance to Thom Rainer, Breach of Contract Details

In a leaked internal email sent to all Lifeway Employees on October 3,2020 and obtained exclusively by Protestia, details have emerged in the form of an “executive summary” and “background information” which reveals details and a timeline of LifeWays decision to sue outgoing President Thom Rainer

LifeWay’s and Rainer’s will-they-or-won’t-they, on-and-off-again legal relationship has played out in the public eye with accusations being made of impropriety on both sides. We wrote two days ago that after a brief pause where it was hoped that arbitration might be secured, Rainer announced that LifeWay was going ahead anyway with the lawsuit. It is this move that prompted him to release the following tweet yesterday, announcing that he was agreeing to a series of stipulations from LifeWay so that he might end the legal battle, playing the noble martyr as only he can do.

LifeWay has put forth six stipulations to end the lawsuit. For the sake of the gospel, I plan to accept all of those terms on Monday. This legal battle between Christians before the watching world has to end. I will end it.
— Thom Rainer (@ThomRainer) October 4, 2020

Given such a “magnanimous” act by Rainer in throwing himself on his own sword for the sake of the gospel, we’ve decided to release the following emails in order to give context to Rainer’s brave and selfless act.

EXECUTIVE SUMMARY
Message from the Board Officers
Trustees,
Recent events have created a difficult period for LifeWay. As each of you know, LifeWay cherishes her opportunity to serve the church and is most energized when engaged in supporting the advancement of the Kingdom. As is the case for many organizations, there are times when circumstances arise that force us to deal with matters contrary to our primary mission.
We have attempted to show grace and restraint in a difficult process and to preserve what will be embarrassing information to many involved. We had hoped our request for a season of prayer would be embraced by all involved, but as misrepresentations continue to be published, we now believe it best to present these facts. Ultimately, it is always our goal to allow the truth to prevail. In that spirit, we offer for your review information covering the events causing and leading up to the filing of a complaint against Dr. Rainer.
The goal has been and continues to be an amicable solution, but such a solution requires two parties. At the heart of what follows are these facts:
1. Dr. Rainer entered into a very lucrative transition agreement that was not disclosed to the board’s compensation and executive committees that would pay him in excess of $1 million.
2. Since his retirement on Feb. 28, 2019, Dr. Rainer has been paid in excess of $1 million plus benefits, not including royalty payments.
3. The transition agreement carried a non-compete clause.
4. Dr. Rainer has clearly violated the non-compete clause by entering into a partnership agreement with a competitor explicitly against his transition agreement.
In this executive summary, we’ve included more details that support and outline the exact circumstances of the above items. As you review the information, you will find much of this very disheartening and troubling. However, it has been and is the intention of this board to hold firm to truth and bring oversight and accountability as is the responsibility of a Board of Trustees.
As trustees of LifeWay, we have been given the responsibility from Southern Baptists to give oversight to this amazing organization. We have a responsibility to protect LifeWay from harm, and we have a responsibility to protect LifeWay employees and make sure their excellent work in ministry will go forward.
Todd Fannin, Chairman
J.D. Perry, Vice Chairman
Amy Mielock, Secretary

Along with the executive summary posted above, the email also contained some background information and a timeline that brings clarity and context to their decision to sue outgoing President Thom Rainer, who won our award for the Worst Christian of 2018, the reasons which can be seen here.

BACKGROUND INFORMATION
August 2018
On Aug.13, 2018, in anticipation of his announced retirement, Dr. Rainer signed a lucrative transition agreement. The transition agreement was signed by then Board Chairman Jimmy Scroggins and former Senior Vice President of Organizational Development Selma Wilson on behalf of LifeWay. The document was signed without being reviewed by or with knowledge of the Compensation Committee or Executive Committee.
● The transition agreement provided that Dr. Rainer would remain an employee of LifeWay and provided him with full salary and benefits until Oct. 31, 2020 and gifted him a new car. Since his retirement on Feb. 28, 2019, Dr. Rainer has been paid in excess of $1 million plus benefits, not including royalty payments.
● In addition to full pay and benefits, the transition agreement bridged Dr. Rainer to gain full retirement pay as opposed to a lesser amount for retiring before completing fifteen years of service. This agreement overrode Dr. Rainer’s 2005 Letter Agreement which provided a maximum benefit of only 6 months severance.
● The transition agreement also contained a non-compete clause that restricts him from competing with LifeWay or having any association with a competitor until Oct. 31, 2021. The agreement specifically listed Tyndale as a competitor.
● By signing the agreement, Dr. Rainer acknowledged that a violation of the agreement would cause irreparable harm to LifeWay and that damages would not be an adequate remedy. Dr. Rainer agreed that LifeWay would be entitled to a permanent injunction, enjoining, prohibiting, and restraining him from the continuance of any such violation and specific performance—the exact remedy that LifeWay is seeking now.
On August 27, 2018, Dr. Rainer announced his plans to retire in the coming year. Dr. Rainer agreed to stay in place as CEO until a successor was named and ready to work.
March 2019
In an email dated March 1, 2019, then Board Chairman Jimmy Scroggins announced Dr. Rainer’s retirement effective Feb. 28, 2019, despite the fact that a successor had not yet been named. From Feb. 28, 2019 to this day, despite retiring and not working for Lifeway, Dr. Rainer, under this transition agreement, receives his full salary and benefits.
October 2019
On Oct. 28, 2019, Dr. Rainer received a letter to document LifeWay and Dr. Rainer’s mutual agreement to terminate a contract between himself and B&H Publishing Group dated April 22, 2019 for the manuscript of a work tentatively titled The Church Attendance Manifesto. While this document terminated his publishing relationship with B&H regarding this specific book, it did not terminate the transition agreement with LifeWay. The idea that he was released from his obligations under the transition agreement is untrue.
Spring 2020
This spring, Lifeway CEO Ben Mandrell approached Dr. Rainer to discuss amending or canceling future payments to assist LifeWay during the COVID-19 pandemic. Dr. Rainer initially agreed to the request and offered to terminate the agreement.
At a later date, Dr. Rainer indicated he would not terminate the agreement but preferred to donate his monthly salary as a charitable contribution to LifeWay. He donated his salary back for only two and a half months. He still retains his benefits and company car.
August 2020
On Aug. 3, 2020, Church Answers, a business owned and operated by Dr. Rainer, announced a ministry partnership with Tyndale House Publishers to provide resources, including books, resources and curriculum, for local churches.
From their joint press release:
● Tyndale House Publishers and Church Answers today announced the formation of a new ministry partnership dedicated to serving and equipping the local church with thoughtful, practical, and innovative resources of all kinds to help churches grow and thrive in their God-given mission.
● Working together we have no doubt we will create tools to serve the Church in unique and powerful ways.
● Tyndale and Church Answers will also work jointly on the new ministry site, ChurchAnswers.com.
● Tyndale and Church Answers partnership will do everything within in its power to supply the local church with what it needs to fulfill its unique calling. New cutting edge-initiatives are currently being developed to supply church leaders.
In addition to the press release, the Church Answers website is now sponsored by the New Living Translation, a Tyndale product. Dr. Rainer began promoting Tyndale products and hosting Tyndale employees on blogs and podcasts.
Learning of the partnership, the board officers expressed concerns regarding Dr. Rainer’s activities and public announcement, and they inquired as to what restrictions were in place to prohibit Dr. Rainer from entering into a partnership that clearly competes with LifeWay and the resources we supply for the local church.
Upon review with LifeWay’s legal counsel, the board officers concluded Dr. Rainer was in breach of his agreement. The board officers sought outside counsel to review the agreement, as well as the actions and announcement by Dr. Rainer and Tyndale. Outside counsel agreed that it appeared to be a clear breach of his agreement.
In order to give Dr. Rainer an opportunity to bring clarification, the board officers directed LifeWay’s legal counsel to contact him via email to request an explanation.
September 2020
On Sept. 8, 2020, at the direction of the board officers, LifeWay’s chief legal officer sent an email to Dr. Rainer requesting he clarify the press release and his partnership with Tyndale.
Dr. Rainer responded that the relationship with Tyndale was simply a book deal and does not violate the non-compete. The short response did not address any of the substantive issues raised by the news release and social media announcement of the broader ministry partnership.
On Sept. 14, 2020, the board officers directed LifeWay’s chief legal officer to send a second email asking for a written explanation of the partnership with Tyndale. The second email requested Dr. Rainer address specific issues raised by the press release and Dr. Rainer’s continued promotion of Tyndale and its products. He was asked to respond within five days.
To date, Dr. Rainer has not responded to the second email and has not addressed the concerns it raised.
Due to the board officers’ desire for Dr. Rainer to address these issues and comply with his agreement, the officers directed LifeWay’s legal counsel to file a temporary restraining order and injunction to prohibit him from continuing the partnership with Tyndale and to require him to abide by his agreement with LifeWay.
On Monday, Sept. 28, 2020, LifeWay filed a complaint in Williamson County Court with the intent to file the temporary restraining order on Tuesday, Sept. 29, 2020. The complaint was a first step in seeking an injunction. Dr. Rainer was provided advance notice of the intent to file the temporary restraining order.
On Tuesday of this week, the board officers met with the executive committee to let them know of the transition agreement and to review the process they are taking with Dr. Rainer and to determine next steps.
Following the formal complaint, Dr. Rainer’s lawyer contacted LifeWay on Tuesday, Sept. 29, requesting the parties attempt to sit down and resolve the issue. In response to his lawyer’s request, we provided written proposals on Tuesday, Sept. 29, that would bring the parties together for an agreed resolution. At the present time, however, we have not heard back from Dr. Rainer’s lawyer in response to our proposals.
On Wednesday, Sept. 30, 2020, the trustee executive committee met and in good faith agreed not to move forward with filing the temporary restraining order to give both LifeWay and Dr. Rainer time to enter into an agreed upon resolution.