Orbitz exec departs for greener board seats__»

We’ve written before about how lucrative it can be to serve as a corporate director (consider Western Union). Now Marsha C. Williams, chief financial officer of online travel agency Orbitz Worldwide (OWW) offers another window into the allure of board membership.

Orbitz announced Williams’ departure on Tuesday, and filed an 8-K on Wednesday to fill in the details. Williams, who was 59 in March, will get $831,600 in cash severance, plus a pro-rated bonus for 2010. (She’s scheduled to work through Dec. 31, or two months after a new CFO is hired.) She also gets a lump-sum payment to cover 12 months of health-care coverage under COBRA — and $25,000 a month in retention payments until the month she leaves (with a $100,000 minimum). Vesting for her equity is accelerated by a year, which Orbitz’s most recent proxy said amounted to $715,785 as of Dec. 31.

But we were curious about the reason for Williams’ decision: In both the press release and the actual Transition and Retirement Agreement and General Release, Orbitz and Williams cited the same reason for going. From the agreement:

“WHEREAS, the Board of Directors of the Company has recently adopted a new policy limiting the number of public company board memberships that may be held by executive officers of the Company, and Executive does not desire to resign from her current board positions; —”

And from the press release:

“Orbitz Worldwide recently adopted a policy limiting the number of public company boards on which an employee of the Company may serve. —My decision to retire was a difficult one, but I am looking forward to being able to devote more time to the boards on which I serve, continued Marsha Williams. “

We’re sure board service is fulfilling in and of itself, but professional satisfaction is difficult to measure. Instead, we turned to a more objective measure: pay.

Her board compensation works out to a little more than token payments. Servicing on the board of Cincinnati-based Fifth Third Bancorp (FITB) brought her $172,200 in cash and stock last year. Modine Manufacturing (MOD), a “thermal management” company in Racine, Wisconsin, brought Williams $68,000 in cash. Chicago Bridge & Iron Co. (CBI), an energy and natural-resources engineering and construction company, paid another $99,176 in cash and stock. And her service on multiple boards for the Davis Funds paid $135,413.

Board total: $474,789. Not bad for a handful of part-time jobs.

And yet, compared to her pay at Orbitz, not a vast sum. Last year, Williams was paid some $1.3 million, according to Orbitz’s proxy, most of which came as cash. In other words, at her average board paycheck of $94,958 a year, Williams would have to find another nine seats or so to match her 2009 pay from Orbitz.

We’ll fined out soon enough whether Williams lands some other board seats once she’s gone from Orbitz, or maybe another executive position at a company with fewer concerns about outside obligations. Until then, the company isn’t making it difficult for her to go.

Image source: kalleboo via Flickr


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