Say goodbye to your $1.2 million board member; documents reveal fees to GCI's too-quiet directors

[Director fees vary by responsibility; bigger graphic view]

Williams

Gannett's longest-serving director, Karen Hastie Williams, retires from the powerful supervisory board at the May annual shareholders meeting, having collected a combined $1.2 million in fees since joining the group in 1997, according to GCI documents filed with federal regulators.

Also exiting May 3: Donna Shalala; she's been paid $868,283 since becoming a director in 2001. At 70, Shalala -- who is president of the University of Miami -- has reached mandatory retirement age. Williams, 66, a retired Washington attorney, said in a Feb. 23 statement that she's leaving to devote more time to other interests.

Shalala

Combined, the board collected $1.4 million in fees last year, according to the new shareholder's proxy report, which GCI filed with the U.S. Securities and Exchange Commission yesterday. Nine of the board's 10 members get paid to oversee top management including Chairman and CEO Craig Dubow. As the lone GCI employee, Dubow does not get paid a director fee.

Who hired Dubow?
Williams, Shalala, and one other board member -- Duncan McFarland -- were among those directors who chose Dubow as chief executive in 2005. The other directors joined the board afterward. Williams held extra duties as the so-called presiding director, acting as a sort of deputy chairman alongside Dubow. McFarland, a director since 2004, assumed that position in February. He is a retired CEO of money manager Wellington Capital Management of Boston.

McFarland

Retired Broadcast Music CEO John Cody, 64, has been elected to fill one of the seats being vacated by Williams and Shalala. Corporate has not said what the board plans for the other seat.

As across Corporate America, GCI's board of directors represents the interests of shareholders. Its members hire (and very, very occasionally fire) the CEO; elect their chairman; decide how much to pay top executives, and exercise general oversight of the company's strategic plan.

Also as across much of the business landscape, this board of directors has shown zero public evidence that it has been particularly challenging toward Dubow, Chief Operating Officer Gracia Martore, or of any other function of the company. To the best of my knowledge, the board has never said a word, publicly, about the massive layoffs that have roiled the company over the past three years.

Fees varied among members
I know that at least one director has in the past monitored this blog through an intermediary. I cannot speak for any of the other directors. I've been told, however, that they receive Google News alerts whenever their names appear on the Web. That is why you see me list their names at the bottom of this post.

Louis

GCI directors were paid fees that varied according to the amount of time they spent doing committee work, and the way they chose to be compensated -- whether mostly in cash or in stock. Last year, their fees ranged from a low of $109,534 (Shalala) to a high of $254,585 (John J. Louis, another financier).

Although their six-figure paychecks seem large to a typical GCI employee, they are well within a range paid to other corporate directors.

Big fees have drawbacks
Directors at the biggest 200 publicly traded companies received a median $228,000 in 2009, USA Today's Gary Strauss reported earlier this month, citing figures from pay consultant Pearl Meyer & Partners. That means half earned more, and half earned less. By contrast, the median income of U.S. households fell 1% in 2009 to $49,777, according to Census Bureau figures, Strauss said. (Pearl Meyer advises GCI's board as well.)

Harvard University governance expert Lucian Bebchuk told Strauss that paying for savvy board members to spend more time providing management oversight is worthwhile for shareholders.

But excessive pay has drawbacks, according to Charles Elson, head of the University of Delaware's Weinberg Center for Corporate Governance. Above $200,000, "the goal isn't about monitoring the company, but keeping the income," he told Strauss. "You can become beholden to management. You'll think twice about making waves."

Hello, and make some waves!
As promised, here's my Google News alert shout-out to the other directors: Howard Elias; Arthur Harper; Marjorie Magner; Scott McCune, and Neal Shapiro.