Fortune | June 21, 1999 | page 69 |
I'LL EVEN PAY YOU TO LEAVE
.. Why failed CEOs take so much of their shareholders' wealth with them. .. It makes shareholders steam: When a CEO gets shoved out for poor performance, why does the board so often reward him with a mammoth severance package? EDS fires Les Alberthal and announces that his exit pay knock down quarters earnings 12%. Waste Management crashes, and former CEO Dean Buntrock gets a $14 million goodbye. What's going on? .. In this, as in most matters of CEO pay, there's more happening than meets the eye. Yes, the boards may have been profligate - but then again, maybe not. .. In many of the highest-profile cases, directors were simply abiding by contracts negotiated months or years earlier. That was the case with John Walter at AT&T (who left with $25 million) and Michael Ovitz at Disney ($100 million), both of whom were hired as president and lasted less than a year. Attorney Joe Bachelor, America's No. 1 negotiator of top CEO employment deals, estimates that most FORTUNE 500 CEOs now have contracts, and many have learned that the time to negotiate severance is when the board still loves you and divorce seems unthinkable. .. When a divorce does happen, much of what a CEO gets is what he would have received upon ordinary retirement. In Buntrock's case, most of that $14 million was a garden-variety supplemental retirement plan that had been building for 30 years. Even so, some Waste Management board members believe that Buntrock ought to contribute at least some of his pension toward the settlement of lawsuits stemming from accounting irregularities during his tenure. .. With a contract, whether the booted boss gets a lot or a whole lot depends on whether he was fired "for cause." If so, he'll probably have to forfeit his unvested restricted stock and options and be forced to exercise vested options almost immediately, a penalty that could cost him tens of millions of dollars. Directors may believe they had ample cause for firing the S.O.B., but proving it is tough, so they often give him the big money and get it over with. .. The stock holds a going-away party Indeed, getting it over with - whatever the price - is sometimes the best thing for shareholders. Look what happened when Joe Antonini left Kmart, EDS fired Les Alberthal, Bill Smithburg departed Quaker Oats. and GM booted Bob Stempel. In each case the stock jumped immediately after the change at the top was announced - even though no successor had been named. That is a pretty clear indication that investors had already made up their minds that the CEO had to go, even if the board hadn't. And the severance package was worth every penny. -G.C. |
THE SUPERIOR CEO: A PROFILE
.. Our study of scores of CEOs, successful and otherwise, yields eight qualities that characterize the champs.
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