GM board dominance, pay caps may hurt CEO search

DETROIT Wed Dec 2, 2009 10:04pm EST

General Motors Co. Chief Executive Fritz Henderson during a news conference in Shanghai, October 13, 2009. REUTERS/Aly Song

General Motors Co. Chief Executive Fritz Henderson during a news conference in Shanghai, October 13, 2009.

Credit: Reuters/Aly Song

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DETROIT (Reuters) - Not long ago, General Motors UM.UL as the biggest company in the United States could have attracted a legion of CEO candidates, but the automaker only looked within.

Now that it appears to be ready to look outside the company for a chief executive, analysts say the job may not attract the top talent needed to steer it.

"Bringing in an outsider is often the best way to get a quick and decisive turnaround," said Renny Ponvert, head of Management CV, an executive research firm.

"That said, it is rarely pretty. It is almost always the most expensive solution in terms of the pay packages -- which is ironic since we know that GM's largest shareholder, the U.S. government, has said that no such pay packages are going to be awarded while we are the largest shareholder."

Base cash salaries are limited to $500,000 for more than 90 percent of GM's top 25 executives under new guidelines set by U.S. Treasury pay czar Kenneth Feinberg. Salaries above $500,000 must be paid in company stock that must be held long-term.

Plus, cash bonuses based on short-term performance are banned, and "golden parachute" severance payments are limited.

In comparison, Ford's top executive Alan Mulally's cash salary from Ford for this year is $1.4 million, although that is down 30 percent from last year. Most of his 2008 compensation of about $13.7 million was in company stock. Shares of Ford closed at $9.01 on Wednesday, up more than 500 percent from its 52-week low $1.50 reached on February 20.

Mulally continues to fly on private aircraft for personal and business travel, unlike his Detroit counterparts who have agreed to fly commercial as part of the government bailouts.

Also unlike his Detroit counterparts, he did not seek U.S. taxpayer money for a bailout.

"The new offer (for the GM CEO) is: Go run a global enterprise. Here's your commercial coach ticket," AutoNation (AN.N) Chief Executive Mike Jackson said on CNBC on Wednesday. "And if you turn this baby around, here's a modest government payoff."

GM's 68-year-old chairman, Ed Whitacre, acknowledged earlier this month the pay cap was a problem in finding outside talent, and he urged the Obama administration to allow more wiggle room for GM.

Whitacre, now acting CEO, is hunting for a new chief executive following the abrupt resignation of Fritz Henderson on Tuesday, the second chief executive to depart in eight months.

Henderson became CEO in March after Rick Wagoner was forced out by the Obama administration as part of the U.S. government-funded restructuring of GM.

"No one would take this job without a very strong termination agreement," said Logan Robinson, a long-time auto industry executive and professor at the University of Detroit Mercy School of Law. "Who would, with his right mind, take this job without strong protection after they fired two chief executives in eight months."

The company needs "a transformational leader, not an incremental leader who tinkers with the existing system," said Richard D'Aveni, professor of strategic management at the Tuck School of Business at Dartmouth College.

"You cannot break the mindset of people who have grown up in Detroit or Flint," D'Aveni said. "GM needs somebody who thinks much more like a consumer products organization than an automobile group."

GM Vice Chairman Bob Lutz, a long-time GM executive, said at the Los Angeles Auto Show on Wednesday he does not expect an impact on sales from Henderson's resignation, adding that cars, not one charismatic leader, will save GM.

"People buy cars, not management teams," Lutz said.

(Reporting by Soyoung Kim and Bernie Woodall, additional reporting by David Bailey, editing by Leslie Gevirtz)

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