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Chesapeake Energy’s Executive Larceny
By Robert Bryce
Posted on Jun. 22, 2011

In the recent history of overpaid American corporate executives, there are two distinct classes: Aubrey McClendon and everybody else. You may not have heard of McClendon, the CEO of Chesapeake Energy, America’s second-largest natural gas producer, but he’s been drilling his shareholders dry for years. Last year, McClendon was among the 30 highest-paid executives in the US, taking home a pay deal worth some $19.7 million. According to data from the Wall Street Journal, McClendon made more money in 2010 than General Electric’s CEO Jeff Immelt even though GE is ten times as large as Chesapeake. Further, McClendon made nearly as much as Exxon Mobil’s CEO Rex Tillerson, even though Exxon is 21 times as large. (Chesapeake’s market capitalization – the value of its oustanding shares -- is $18.5 billion. Exxon’s is $393 billion. GE’s is $194 billion.) Of course, $19.7 million is a lot of money. But the Wall Street Journal’s numbers may be a little low. Chesapeake’s own tabulation of McClendon’s total compensation for 2010 is $21.044 million, putting the Chesapeake CEO right on par with the pay that Tillerson is getting. Think about that. Tillerson’s company is among the largest in the world, with operations in nearly every major country on the planet. Love it or hate it, Exxon has been one of the most successful companies – of any kind -- in history. And yet McClendon is getting the same kind of pay as Tillerson? Either Exxon is cheap or Chesapeake shareholders are getting taken to the cleaners. A couple weeks ago, shareholders of Chesapeake Energy, America’s most active natural gas driller, finally declared that they’d seen enough of McClendon’s extravagant pay packages. More than a third of the company’s shareholders refused to endorse his compensation deal. McClendon’s response? He promised shareholders that the company would “be more transparent” in the future. Since 2008, McClendon’s compensation has totaled more than $152 million. And now he’s promising transparency? That’s like an armed robber promising to set off the alarm the next time he hits his favorite bank. Over the last five years, Chesapeake shareholders have seen essentially no increase in the value of their shares, and yet McClendon has taken home tens of millions of dollars. It’s no secret that energy executives tend to be well paid. Occidental Petroleum’s Ray Irani routinely shows up on the list of America’s highest-paid executives. But give Irani his due, his company has delivered for shareholders. If you’d purchased shares in Occidental five years ago, you’d have more than doubled your money, as Oxy’s share has risen by about 110 percent since June of 2006. But if you believed in McClendon, and had chosen to purchase Chesapeake’s stock rather than Oxy’s, the value of your stock would have done nothing. Why is McClendon able to collect outrageous pay despite his company’s lackluster performance? One possible answer: he relies on a board of directors who are also feasting at the trough. Last year, according to the company’s proxy statement, the average compensation for each of Chesapeake’s non-employee directors was about $526,000. Most of the boardmembers were paid fees in cash of about $140,000, and all but one of them were awarded stock worth $305,000. In addition, all of them were compensated with the use of the company aircraft. The company's proxy said the board of directors held four meetings in person and nine by telephone last year. That’s 11 meetings. And for each meeting, Chesapeake’s boardmembers were each paid an average of nearly $48,000. That’s the kind of pay that can make even the most boring meeting worthwhile. The compensation for Chesapeake’s board members – a group that includes Frank Keating, the former governor of Oklahoma, and Burns Hargis, the president of Oklahoma State University – appears even more remarkable when it’s compared to the situation at Exxon, a company, which again, is 21 times as large as Chesapeake. Compare the lavish pay given to Chesapeake’s directors with what Exxon is paying its boardmembers. Last year, the average pay for Exxon’s non-employee board members was about $317,000. Put another way, the average Chesapeake board member made about 66 percent more last year than did the average Exxon board member. And that happened even though the Exxon board is -- let’s face it -- far more distinguished and capable. Among others, the Exxon board includes Sam Palmisano, the CEO of IBM, as well as Peter Brabeck-Letmathe, the chairman of Nestlé. The pliability of Chesapeake’s board was fully displayed in 2008, when the directors awarded McClendon a $75 million bonus and $32.7 million in restricted stock awards. To further sweeten the deal, the board also agreed to have the company buy McClendon’s collection of historical maps for $12.1 million. And that was during a year in which the value of Chesapeake’s stock fell by more than half! That same year, McClendon was hit with a highly publicized margin call and had to sell the majority of his stock in the company. The news of the margin call led to major sell off in the market sending Chesapeakes’s shares even lower. Sure, 2008 is a long time ago. And 2010 must have been a better year for Chesapeake shareholders, right? Sorry, no. On January 4, 2010, the stock closed at $28.09. On December 31 the closing price: $25.91. Put another way, in 2010, Chesapeake’s shareholders lost more than 7 percent of their investment while McClendon took home some $20 million. Over the past few years, McClendon has been among America’s most- quoted and most-visible promoters of natural gas. He appears regularly at industry events and in the media. But unless or until McClendon – and his board members– put an end to their excessive pay deals, Chesapeake won’t be a company to follow. Instead, it will only serve as an example of executive larceny. Rober Bryce is a senior fellow at the Manhattan Institute. His fourth book, Power Hungry: The Myths of “Green” Energy and the Real Fuels of the Future, was recently issued in paperback.
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