COVER/Charlie Cray

Legacy of an Exxon CEO

"We have seen ... in this country in the last few years, particularly on Wall Street, ... the rise of the old human frailty of greed. This occurs when people begin to serve only their own needs to the detriment of everyone else." -- Lee R. Raymond, ExxonMobil CEO until his December 31, 2005 retirement.

ExxonMobil is sending retiring CEO and chair Lee Raymond off to his golden years with one of the most lavish exit packages in history, a bonanza worth an estimated $398 million total, according to news reports last month.

No honest measure of Raymond's personal "performance" can justify this unconscionable windfall. Exxon's record-breaking $36 billion in annual profits last year had far more to do with refinery bottlenecks, politically-driven tax breaks and geopolitical events than managerial effectiveness.

Payouts as immense as Lee Raymond's reveal that the many corruptions of corporate governance have hardly changed since Enron collapsed into bankruptcy. Corporate boards are continuing to fail what Warren Buffett has called the "acid test" of corporate governance reform -- the need to confront skyrocketing executive pay.

Corporate boards are enabled in their decision to continuously ratchet up CEO pay by "compensation consultants" whose companies reap the lion's share of their earning from the human resources service contracts they get from the same CEOs. This presents a conflict of interest uncannily reminiscent of the auditor/accounting/consulting conflicts that ailed Enron and so many other companies.

In addition, interlocking relationships among corporate boards make a mockery of any claim to independence. ExxonMobil's compensation committee is chaired by W.R. Howell, who has also served on the boards of Halliburton, Williams Companies, Pfizer and American Electric Power. Most corporate boards are stuffed with former or current top executives -- all nominated by the company's own CEO.

This is unlikely to change anytime soon. The CEO club known as the Business Roundtable and the US Chamber of Commerce are working to block SEC consideration of new rules that would allow shareholders to nominate their own candidates to corporate boards.

Even the most basic of corporate governance reforms -- the separation of the roles of CEO and chairman -- has stalled in the current political climate. The end result: Corporate boards continue to pay top executives whatever they want, regardless of what the owners -- the shareholders -- might think. We live, as some observers note, in an era of "imperial CEOs."

New SEC chair Chris Cox has called on companies to more fully disclose executive compensation, certainly a worthy step in and of itself. But Cox ought also to be banging the drums for a proposal advanced by pension funds and other large institutional investors, who want companies to put their executives' compensation packages up for a shareholder vote.

This reform could actually make a difference. British companies have been required to seek shareholder approval for executive pay packages since 2002, one reason British CEOs at similarly-sized companies are paid about half of what their American counterparts receive.

Another modest reform in corporate governance system comes from Coca-Cola. The company, a serial executive-pay abuser, will now endeavor to tie boardroom pay more closely to company performance, a move intended to align the interests of directors and shareholders. We've heard, of course, this pay-only-for-performance song before. Back in the early 1990s, attempts to align executives and shareholders resulted in an explosion of stock options -- the "steroids of corporate greed" that led countless executives to devote quality time to cooking the corporate books. But even Warren Buffett, who sits on Coke's board, says that this time it's the real thing. We'll see.

In the meantime, Exxon's sordid recent history suggests that relying on the traditional measure of CEO performance -- shareholder return -- isn't going to be enough. Exxon last year funneled $25.4 billion back to its shareholders -- over two-thirds of its record-setting $36 billion in profits. So comforted, few shareholders have complained about either Raymond's bloated retirement package or the tragic legacy of corporate shortsightedness certain to harm generations to come.

During Raymond's tenure, Exxon Mobil practiced an unprecedented level of greenhouse gangsterism. The company funded some 40 public policy front groups that, in turn, waged a multifaceted public relations campaign by proxy, attacking the nonprofit tax status of the company's leading environmental critics and mounting vicious attacks on independent scientific experts in government and academia.

Exxon's over-the-edge assault made the company a pariah even among other corporate giants -- Shell, Texaco, BP, Ford, GM and DaimlerChrysler -- in the business coalition trying to make the case for the uncertainties of global warming.

The coalition fell apart in 2002, but that didn't much matter. Exxon's friends were, by then, already inside the White House. Less than three weeks after taking office, Dick Cheney met with Raymond to begin mapping out a secretive energy strategy that would soon shower the company with new tax breaks and other lucrative forms of largess.

Raymond and ExxonMobil also provided critical support to key ideologues of the military-petroleum complex. Raymond remains the board vice chair at the American Enterprise Institute, the neoconservative think tank that pushed the now-discredited case for war in Iraq. Between 2000 and 2003, AEI received $960,000 in funding from ExxonMobil.

All this influence peddling under Raymond has cost us time. We could have been and should have been taking measures to protect our national security by fending off impending climate calamities and reducing our perilous dependence on foreign oil. Thanks in ample part to the oil addiction of the world's biggest energy company, we did not.

A generation ago, before talk about "peak oil" became commonplace and before CEO pay levels soared through the ceiling, top Exxon executives made sure their company plowed profits back into exploration, R&D and capital expenditures for new equipment -- investments needed to align the company with the future. Today, with massive new investments needed in diverse energy sources necessary to smooth the transition ahead, the world's biggest energy company is missing in action.

Lee Raymond's years at Exxon have also left a terrible legacy of social and environmental destruction only partly catalogued in shareholder resolutions over the years. Under Raymond, the firm bloodied its hands dealing with the corrupt regime in Equatorial Guinea, was implicated in human rights violations in Aceh, Indonesia, was charged with environmental racism in Chalmette, La., and Beaumont, Texas, and discriminated against gays and lesbians. Yet so long as the petroprofits were good, most shareholders could have cared less if the company were considered a social pariah.

Raymond's successor -- Rex Tillerson -- has already been dubbed "TRex" by shareholder activists. He apparently has little interest in guiding the company in a new direction. That's no surprise. Yet it's unclear that the company can continue to rely on a giant cloud of public relations to shield its shareholders from the uncertain consequences ahead.

Charlie Cray is the director of The Center for Corporate Policy in Washington, D.C., and coauthor of The People's Business: Controlling Corporations and Restoring Democracy [Berrett-Koehler, 2004]. This appeared at

From The Progressive Populist, May 15, 2006

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