Yahoo director decries ‘Imperial CEOs’ (and no, Yang’s not one of them)

In an editorial piece titled “How to Rein in the Imperial CEO” on the pages of the Wall Street Journal Wednesday, Yahoo director Gary Wilson writes:

“America’s most serious corporate governance problem is the Imperial CEO … a leader who is both chairman of the company’s board of directors as well as its chief executive officer. Such a CEO can dominate his board and is accountable to no one.”

We caught up with the opinion piece, not by reading the Journal, but by checking out current SEC filings. The piece was filed by Yahoo as accompaniment to its ongoing proxy battle with Carl Icahn, although Icahn’s name is never invoked.

“The result of this conflict of interest is excessive CEO compensation and undeserved job security,” wrote Wilson. “Entrenched management leads to empire-building, continued adherence to flawed business strategies, resistance to change, the stifling of healthy debate in the boardroom, and destruction of shareholder value. All too often, we also find an imperial air force of large private jets reserved for the CEO’s trips to the Masters, the Super Bowl or that Paris ‘business’ trip.”

The rant is noteworthy, if for no other reason, than its being published on the editorial pages of the Journal, which does not typically print much in the line of CEO criticism.

Wilson, who is currently a shareholder-nominated candidate for the board of the rail giant CSX, cites that very company for being among a group of blue chip companies that actually require in their bylaws that the CEO and the chairman remain the same person, along with General Electric, Coca-Cola, Exxon Mobil, UPS, Deere, Caterpillar, and Johnson & Johnson.

“I have also witnessed the benefits of separating the chairman and CEO roles as a director of Yahoo. Despite the mistaken impression left by some media coverage, the Yahoo board of directors is intensely focused on creating value for shareholders … and the separation of the chairman and CEO roles in 2007 has made the present situation involving Microsoft and other alternatives a shareholder-focused process marked by close board oversight of management. I am confident it will result in a good outcome for Yahoo shareholders.”


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