Roanoke Times
Copyright (c) 1995, Landmark Communications, Inc.
DATE: SATURDAY, March 21, 1992 TAG: 9203210112
SECTION: VIRGINIA PAGE: A-1 EDITION: METRO
SOURCE: DANIEL HOWES BUSINESS WRITER
DATELINE: LENGTH: Medium
And that's why the gadfly stockholder from Roanoke wants to halve the chairman's $559,300 salary - and those of 12 other executive officers. Never mind that Dalhouse's salary already has been cut 21.4 percent over the past two years.
The way Nackley figures it, Dalhouse and his lieutenants run a banking company that's been hemorrhaging bad loans for too long and last year halved stockholders' payout. Dominion's common stock dividends in January 1991 dropped from 88 cents to 44 cents to offset the losses.
"It's simple: The economy is not to blame," Nackley said this week. "Bad management is to blame, bad investment on corporate levels . . . ."
Nackley insists he's "not trying to attack" Dalhouse, whom he's known since the chairman's childhood in Northwest Roanoke. "I have no qualms with Warner whatsoever."
It's just business.
So Nackley, a 73-year-old retiree who for nearly half a century has dabbled in various small businesses, plans to make a proposal to his fellow shareholders come the annual meeting April 21:
Reduce the salary for the chairman and chief executive officer and the executive officers "in direct proportion to the amount of the dividend cut in 1991."
Salary for executive officers would be reinstated only when the dividend is restored to 88 cents per share.
Executive officers would not be permitted to recover "lost salary or perks," according to a copy of the proposal Nackley intends to present next month.
A Dominion spokesman, Glenn Bowman, declined to comment on what Nackley intends to present at the upcoming meeting. "We do not . . . speculate on questions or issues that may be raised by shareholders, nor do we comment on such speculation," he said. Dalhouse, through Bowman, also declined comment.
It won't be the first time Nackley has proposed such measures. "I made this proposal last year and they laughed at me," he said. "I only went in there with 10,000 shares. This year . . . from what I surmise, we can go in with over 100,000 shares."
That's still not much, considering the banking company currently has about 38.6 million shares outstanding. And according to the 1991 proxy statement, several directors - including Dalhouse and President David Caudill - each control considerably more than 100,000 shares.
But that won't dissuade Nackley, who this week formally asked corporate officials to place him on the agenda for next month's meeting in the Mill Mountain Theatre. Bowman said he assured Nackley he would be able to speak.
"I'm a little operator," Nackley said. "I know I'm a little operator. I can't play in the big leagues. I'm a minor league player. By the same token, Dominion Bank was a minor league player" a few years back. "And they tried to break into the big leagues too fast."
Dalhouse, he continued, "was too greedy," too intent on becoming a major banking force in the Southeast. Indeed, the company did grow during the go-go '80s, making major inroads into the booming Northern Virginia real estate market.
Now, the boom towns ringing the Washington Beltway have gone bust and Dominion's been forced to retrench. There's been a strategic consolidation; folks have been transferred; jobs have been eliminated - whole departments, too - and some have been laid off.
Dominion stockholders who agree with Nackley can write him at P.O. Box 4023, Roanoke 24015.
Cash Compensation
Warner Dalhouse\ Chairman and chief executive officer\ 1991 - $559,300\ 1990 - $559, 446\ 1989 - $712,274\ \ David Caudill\ President and chief operating officer\ 1991 - $386,000\ 1990 - $383,000\ 1989 - $502,239\ \ *Executive officers\ As a group, including Dalhouse and Caudill\ 1991 - $2,639,670\ 1990 - $3,178,204\ 1989 - $4,087,057\ \ * In 1989, executive compensation included 19 officers. The next year, the pool was whittled to 16. Last year, the group of executive officers was reduced to 13, reflecting the ongoing corporate restructuring.\ \ Source: Dominion Bankshares.
by CNB