I'm not a very good Corporate American -- the proxies cards usually go straight into the trash.
There are some exceptions, though, such as when the retiring CEO gets a going-away gift worth nearly $400 million, including use of a company jet for two years. That recipient would be Lee R. Raymond, formerly of Exxon Mobil Corporation. Was he worth it?
The reason Exxon has been so profitable lately is because the CEO did such an outstanding job, right? Hardly. It would seem that a CEO of a company like Exxon Mobil would have had to make some pretty boneheaded decisions to counteract the effect on profits that rising petroleum prices had. A big corporation like that is like a huge ship in the ocean. It would take some real negligence to run it aground. (Okay, maybe that's a bad analogy, cough -- Valdez -- cough).
Let's see what others say about Mr. Raymond. Forbes gave Mr. Raymond a grade of "D" for the year 2004. And in April of 2005 Forbes published rankings of the highest paid CEOs by taking the average six years total compensation and comparing it to the long term stock performance of industry peers and the overall stock market. They ranked 189 CEOs with a rank of 1 being the highest and 189 the lowest. Mr. Raymond came in at number 180. Not very impressive.
So why did the board give him such a gift? They really don't have to explain. The Wall Street Journal says that Exxon is sitting on a huge pile of cash of almost $32 Billion. So they gave him the money because it was there. And it wouldn't be missed by anyone except those bothersome shareholders.
So fellow shareholders, let's vote our proxies for the annual meeting Wednesday, May 31, 2006, and at the very least express some disapproval.
You can see the online Proxy here (large file). There are 15 items up for vote, 13 of which are shareholder proposals which the board opposes. With a large energy company like Exxon one could expect some political proposals. And true to form, there are some about the environment, gay rights, discrimination against women at the Masters Golf Tournament, etc. And several deal with corporate governance and director compensation. But none of them appear to be a perfect solution to the problem. It still takes a good board of directors to do the right thing.
Today's Wall Street Journal (subscription) informs us that the proxy firm of Institutional Shareholder Services has taken issue with the pay given to Mr. Raymond. Excerpt:
Ratcheting up the controversy over the amount of money Exxon Mobil Corp. paid its retired chairman, Lee Raymond, the company is dueling with an influential proxy-advisory firm that criticizes the oil giant's "eye-popping" pension payment and alleges Exxon's method of determining pension benefits constitutes "double dipping."
More about this can be found in the Star Telegram, to wit:
Exxon Mobil Corp. shareholders should withhold votes from four of the five members of the company's compensation committee after former Chairman Lee Raymond received a $98.4 million retirement payment, Institutional Shareholder Services said.
Holders should withhold votes from Directors James Houghton, William Howell, Reatha Clark King and Walter Shipley, ISS said Friday in an e-mailed statement. The adviser recommended voting for the fifth member of the committee, IBM Chief Executive Samuel Palmisano, who joined the committee this year. [emhasis added]
Raymond, who retired as chairman and chief executive of the Irving energy company in January, received a $357 million retirement package that included a lump-sum payment of $98.4 million and stock and stock options accumulated during his 43-year career. ISS said it's concerned that the manner used to compute those amounts will inflate future payouts to Raymond's successor, Rex Tillerson.
"Years from now, shareholders can expect another eye-popping pension distribution for Mr. Tillerson," ISS said in the report. The adviser faulted Houghton, Howell, King and Shipley for "poor compensation practices."
But even this is merely symbolic. There are no contested director positions, so if a director only gets one vote then he/she gets the job. And that brings us to Item 4 on the proxy statement. This shareholder proposal, if it passes, would require a majority vote for the election of a director.
Out of 6 Billion shares my paltry holding is not even a drop in the ocean. But I'm voting, and here's how:
-- Withhold votes for directors James Houghton, William Howell, Reatha Clark King and Walter Shipley.
-- "For" Item 4; majority voting;
-- "For" Item 7; addresses director compensation;
-- "For" Item 9; requires an executive compensation report;
--"Abstain" on all the rest.
Fellow shareholders, exercise your proxies. It's a free market, and we see what happens when shareholders get complacent.
Followup: The results can be found in this PDF file, as follows:
SUMMARY OF 2006 PROXY PROPOSAL VOTES
ExxonMobil thanks the many shareholders who returned their proxies. Over 5 billion, or more than 83 percent, of the outstanding shares were represented at this year's meeting.
At least 79 percent of the votes were cast for the 12 persons nominated by the Board to serve as directors: Michael J. Boskin, William W. George, James R. Houghton, William R. Howell, Reatha Clark King, Philip E. Lippincott, Henry A. McKinnell, Jr., Marilyn Carlson Nelson, Samuel J. Palmisano, Walter V. Shipley, J. Stephen Simon, and Rex W. Tillerson.
The Ratification of Independent Auditors and the 13 shareholder proposals received votes as detailed in the table below. The Board's position on each shareholder proposal is contained in the proxy statement.
Proxy Item Votes For (%) Votes Against (%)
2. Ratification of Independent Auditors 97.9 2.1
3. Cumulative Voting 34.0 66.0
4. Majority Vote 52.2 47.8
5. Industry Experience 6.3 93.7
6. Director Qualifications 6.9 93.1
7. Director Compensation 7.6 92.4
8. Board Chairman and CEO 34.4 65.6
9. Executive Compensation Report 12.9 87.1
10. Executive Compensation Criteria 9.1 90.9
11. Political Contributions Report 11.5 88.5
12. Corporate Sponsorships Report 8.3 91.7
13. Amendment of EEO Policy 34.6 65.4
14. Biodiversity Impact Report 8.5 91.5
15. Community Environmental Impact 10.1 89.9
Shareholders proposed numbers 3 through 15, all of which were opposed by the board. The only one of those proposals that received over half the votes was Proposal #4, concerning majority voting, reproduced below:
"Resolved: Directors to be Elected by Majority Vote. Shareholders request that our Board initiate an appropriate process to amend our Company's governance documents (charter or bylaws if practicable) to provide that director nominees must be elected or re-elected by the affirmative vote of the majority of votes cast at an annual shareholder meeting."