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Speed vows not to fade away.

Call Ed Speed, CEO of $1.8 billion Texas Dow Employees Credit Union in Lake Jackson, Texas, a maverick. That is a reputation he has won as he has pulled his institution out of credit union industry mainstays such as CUNA and the Texas league. Now, he is charging into a recalibrating of the delicate CEO-board of directors balance and, in the process, he is fueling debates throughout the industry.

The trigger for the kerfuffle is that, at 63 and nearing his retirement, Speed has been elected to the TDECU board. And he has also announced, and the board has consented, his intention to stay on the board after he has filed his retirement papers. "I hope to serve about five years after I retire," said Speed in a Credit Union Times interview. He also said he will retire in 18 months to two years from now.

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Experts have not been shy about voicing their opinions on these actions, both pro and con.

"Today, the board's primary job no longer is hiring the CEO. The job has gotten much more complex, and I am fortunate to have very talented board members," said Speed. "When I retire, my knowledge shouldn't go away. Why should the credit union lose this expertise? I don't want to run the credit union, but I want to contribute to it."

Speed added that "Texas law specifically provides for this. Employees can serve on the board but cannot form a majority."

"I have spent 10 years explaining the difference between board duties and the CEO's, and I won't forget those differences," he said.

But voices are being raised in disagreement. Jim Blaine, CEO at State Employees' Credit Union, the $24 billion, Raleigh, N.C.-based institution, minced no words in offering his opinions.

On count one, the sitting CEO serving on the board, Blaine said, "I have always been against the CEO serving on the board. You basically subtract one from the number of board members. Secondly, the board's primary function is to elect and supervise the CEO. Having the servant on the board makes no sense."

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On count two, serving on the board post-retirement, Blaine said, "Retired CEOs should never serve on the board. It's like keeping your ex-wife around when you get divorced. There should be a three-to six-month transition, then get out of there. The new guy shouldn't be looking over his or her shoulder."

Steve Winninger, who retired late last year after serving as CEO of the $1.5 million Lake Trust Credit Union in Lansing, Mich., agreed with Blaine's reservations.

"I know of horror stories where the old CEO was on the board and the new CEO almost quit because he was being second guessed. I have no interest serving on our board. I don't want to be a second guesser," he said.

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Winninger, who said he has remained active in the Michigan Credit Union League post-retirement, added, "A CEO serving on the board is a conflict of interest. The CEO is the board's only employee." "Is it fair to members to take out the voice of a board member by giving that vote to the CEO? I don't think so."

Frank Pollack, CEO at Pentagon Federal Credit Union, the $15 billion credit union in Alexandria, Va., said that at his institution, "We do not serve on the board. We think not serving is the better way. Our view is that there should be a separation between board and management. The board sets policies. Management executes."

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As for the appropriateness of a retired CEO serving on the board, Pollack was blunt. "I hate having a retired CEO serve on the board. When it is time to go, it is time to go." Pollack elaborated that he has 12 years at his current job, and "I have 32 months to go before I retire. When I do, I am riding off into the sunset."

Talk with still other governance experts, and the split on the two issues widens. Some experts very much like having the CEO sit on the board but demur about a post-retirement role. Others take the opposite point of view, a conflict that may highlight the flux in which credit union governance currently sits.

Matt Fullbrook, manager of the Clarkson Centre for Business Ethics and Board Effectiveness at the Rotman School of Management, University of Toronto, pointed out, "It is practically universal for CEOs of publicly traded companies to sit on their boards. I have seen no major problems with CEOs serving on credit union boards. It does more good than harm."

At the nation's largest credit union, the $47 billion Navy Federal Credit Union in Vienna, Va., CEO Cutler Dawson also sits on the board as treasurer. Asked to clarify this, Navy FCU spokesperson Donovan-Bryce Fox wrote in an email, "The role is common practice for credit union CEOs to serve on the board of directors, although, unlike banks, they are not permitted to serve as chairman. In addition, the president/CEO is recused from any board deliberations involving him. So his presence doesn't intrude at all on the board's independence."

Not everybody opposes CEO service on the board post retirement. Norb Kaczmarek, retired CEO of the $345 million Erie FCU in Erie, Penn., said, "A retired CEO can be a significant asset on the board if the retired CEO can change gears and act as a board member and not second guess the decisions of the new CEO. I realize that that could be a big if, but the retired CEO has a more intimate understanding of a credit union operations than the average board member and could actually help a new CEO implement changes that the board may balk at because they do not totally grasp the basic premise that is driving the change."

Yet different views are held by attorney Michael Lozoff, who chairs the credit union practice at Shutts & Bowen in Miami. He said that whenever he is asked by clients about the CEO serving on the board, he tells them he opposes it, "although it is legal, and we have a number of clients where the CEO in fact serves on the board."

Lozoff elaborated that, to his eyes, the potentials for conflicts of interest are too plentiful when the CEO also serves on the board. And he added, "My sense is that NCUA examiners have misgivings about this." He expects more NCUA scrutiny of such CEOs stints, and that is another reason he indicated his advice is don't do it.

As for the other issue-serving post-retirement-Lozoff strikes a positive attitude.

"There is no problem for the retired CEO to serve on the board. That person has a lot of value and insight that can benefit the credit union and the board." Lozoff noted one caveat to that endorsement by vigorously opposing service of fired CEOs on the board. "I have seen that. It is not good," he said.

For another opinion, governance expert Stuart Levine said, "You want the CEO participating in the board. You want him or her to have a seat at the table. Regulatory changes are coming. I want to hear directly from the CEO."

As for the possible role of a retired CEO, Levine shrugged. "This is not one size fits all. A retiring CEO should probably serve one year, two at the max, for an orderly transition. We don't want any unnecessary distractions by having the retired CEO around. You have one CEO at a time. That is what works best."

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Add up the tallies and what is clear is that, yet again, Ed Speed has highlighted issues that will be debated for some time.

Who is right, who is wrong? Probably it is not that simple.

"Advice is split on whether a CEO should serve on the board, and it is no clearer for retired CEOs," summed up Bob Hoel, an emeritus professor at Colorado State and author of the Filene report, "Boards and CEOs: Who's Really in Charge?"

There just is no clear answer, according to Hoel.

ROBERT MCGARVEY rjmcgarvey@gmail.com
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Title Annotation:GOVERNANCE
Author:McGarvey, Robert
Publication:Credit Union Times
Date:Apr 25, 2012
Words:1362
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