The sudden resignation of Massey Energy (NYSE: MEE) CEO Don Blankenship joins a small but significant roster of shareholder victories in 2010. But while shareholder activists are cheering the news, it's a bittersweet win for fans of good corporate governance and shareholder rights.
Failure still pays pretty well
CtW, the investment segment of the labor group Change to Win, said of Blankenship's departure: "It was through the continued challenges from institutional investors that the much needed change in Massey's governance was achieved, clearing the way for the Company to finally emerge from under the failed leadership of Don Blankenship."
Activists' continued challenges to Massey's leadership have yielded results. Earlier this year, activist investors pushed for better corporate governance policies at Massey, including the formation of a safety committee comprised of independent directors, and a requirement that directors stand for reelection annually starting in 2012.
Still, Blankenship's retirement package suggests that he won't suffer any financial consequences for his less-than-stellar tenure. He stands to gain at least $12 million in cash after departing the company, despite the mess at Massey following April's tragic mine disaster.
Meanwhile, Massey replacement CEO Baxter Phillips will pocket more than twice as much in compensation if the company gets bought out, which seems increasingly possible. Massey shares have surged recently on a reported takeover offer from Alpha Natural Resources (NYSE: ANR). Several other companies, including Arcelor Mittal (NYSE: MT), Arch Coal (NYSE: ACI), and Consol Energy (NYSE: CNX), have also been seen as potential Massey buyers.
Steps back, steps forward
Generous goodbye packages like Massey's unfortunately happen all the time, even if their largesse puts corporate governance fans' teeth on edge. When Hewlett-Packard's (NYSE: HPQ) Mark Hurd left in disgrace last summer, his employment agreement allowed him to collect an estimated $34.5 million payout, even though his conduct could and should have gotten him ousted for cause. Adding insult to injury, Hurd promptly snagged a high-ranking position at Oracle.
Still, shareholders should celebrate the victories they do achieve. After Occidental Petroleum's (NYSE: OXY) shareholders voiced displeasure regarding the company's outrageously oversized compensation for CEO Ray Irani, he agreed to relinquish the CEO role, and the company pared down its compensation for the post. Change is occurring, however slowly.
Paving the way for real change
Shareholder activism has come a long way in a short time. Just a few years ago, it was generally considered silly and futile. Although the subsequent, gradual embrace of good corporate governance hasn't been earth-shatteringly dramatic so far, it's there, and it's significant. Institutional shareholders are increasingly waking up to their power (and responsibility) to hold managers and boards accountable.
As 2010 draws to a close, we can look back and say that even if some of the victories won for good corporate governance may be a little bittersweet -- a little less than many of us would have wanted to see -- they're worth celebrating all the same. Perhaps the stage is set for even more dramatic changes to corporate governance policies in 2011.
