Misbehaving CEOs

Aubrey McClendon has by most accounts assembled a team of very able engineers and geologists as Chesapeake (CHK) has acquired the natural gas assets they own. We’d never invest with CHK because McClendon ‘s risk appetite is too big, but it’s stll interesting to watch what they do because thematically we are in agreement. The element of his compensation package that allowed McClendon to take a personal stake in each well drilled, financed with personal debt, was obviously wrong. Even though some came out and defended the approach as aligning his interests with stakeholders, the obvious flaw in this argument is that his ownership of stock is supposed to do just that. Maybe we’d all like to just own a piece of CHK’s wells without any of the other parts of their enterprise, but such a choice is not publicly available. So naturally the Board had to put a stop to it as it became clear even they were unaware of the manner in which McClendon was financing his side deals.

So now Reuters reports that McClendon was also running a hedge fund, cementing his reputation as a visionary with a complete absence of judgment. It’ll be interesting to see how his supporters defend this revelation as being in the interests of CHK stockholders. At some point this may become an attractive investment. We’re probably heading into territory where the CEO’s departure would push the stock up, however unlikely that is.

ISS caught my attention today in their criticism of the compensation structure set up for JC Penney (JCP) senor management. ISS describes the peer group JCP used as “aspirational” in that it includes far larger companies such as Nike (NKE) and Target (TGT). ISS would prefer a set of similarly sized companies and their own peer group for JCP apparently includes four auto-parts companies. JCP defends their method as reflecting the market in which they must compete for talent, noting that recent senior hires had come from TGT and other companies in their peer group. ISS recommends shareholders vote against the compensation structure. It’s unlikely to fail because Pershing Square who owns 26% and were instrumental in bringing Ron Johnson on board will obviously vote yes, as will Voronado another large holder. For our part, we’ll vote Yes as well. JCP is a turn around story, and that requires a different compensation model. We are invested in JCP precisely because of the senior team.

To pick a different example, Citigroup’s owners recently rejected the proposed executive compensation structure. Since Vikram Pandit took over as CEO in December 2007 the stock has lost 90% of its value. No doubt he inherited a tough hand, but don’t forget that among the billions in losses was the complete write off of the hedge fund of funds business Old Lane that Pandit had only months earlier sold to Citigroup for $800 million. You’d think he’d have had the good grace to resign right then.

Disclosure: Author is Long JCP

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