Gary Wilson has long been known as a corporate chairman (Northwest Airlines) and an influential board member (Yahoo, still, and Walt Disney, for 21 years, until 2006.) But to finance chiefs he'll always be one of the founders of the modern CFO-strategist role, which he played at Marriott, Disney, and Northwest. So when he writes of the need to take domineering CEO/chairmen down a peg — as he does in a Wall Street Journal op-ed piece today — he brings the perspective of a veteran CFO to the debate as well.
His article, titled "How to Rein in the Imperial CEO," points to the conflict of interest that infects the situation of the chief executive being one and the same with the board chairman — that individual charged with leading supposedly independent directors as they "hire, oversee and, if necessary, fire the CEO."
The combination post is a tool of empire-building in a company, he writes, continuing: "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."
Just the rare vestige of a bygone pre-Sarbox era, which brought the separation of CEO/chairman powers into vogue? Hardly, notes Wilson. Fully 65 percent of the S&P 500 still employ the old approach, he points out, led by heavyweights GE, Coke, Exxon Mobil, UPS, Deere, Caterpillar, J&J, and CSX.
Wilson is currently on an alternate director slate for transportation company CSX, proposed by a hedge-fund shareholder; so his thoughts about what to do there are pretty clear. But he peppers his op-ed, too, with tales about tension at Disney during the term of Michael Eisner, who had the two titles, along with that of America's favorite family TV-show host. And Wilson praises Yahoo for separating the posts, while also suggesting that the Yahoo board will produce "a good outcome" in any dealings with Microsoft and others.
If lots of ex-executives these days are proving F. Scott Fitzgerald wrong as they perform their virtuoso "second acts," 68-year-old Gary Wilson is showing that a CFO can be influential in the third act, as well.
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