Carlson renewal splits CPB Board
Though the CPB Board's annual performance review of the corporation president had been put off for months, Chairman Henry Cauthen privately extended Richard Carlson's employment contract for three years without telling the board.
The
renewal, signed Jan. 19, eight months before the existing contract was to
expire, also gave the president a $296,800 golden parachute--a severance payment
of two years' salary to be made if the board fires Carlson before the end
of 1997. Compensation includes a salary capped by law at the level of a top
federal job, now $148,400 a year, plus private club membership and other benefits.
With a leaked story on the contract in the Washington Times May 9, and Carlson threatening to sue if the board junked the contract, the board narrowly affirmed the contract that morning.
By all accounts, the board stood with Carlson on major issues, including the recent plan for public broadcasting's fiscal future, but the 10 members had been seriously divided on the issue of the secret contract, with five questioning the renewal, according to board member Victor Gold. The split, not entirely partisan (see box below), resembled the divisions over Cauthen's chairmanship election last fall and over lobbyist Vin Weber in February.
In public, the board largely closed ranks and moved past the issue. In its open meeting following private talks May 9, Cauthen announced briefly that the board had "reaffirmed'' Carlson's contract.
Carlson thanked the board for the "vote of confidence'' in his leadership, drawing light applause from the back of the audience.
"It was not a vote of confidence--far from it,'' said board member Martha Buchanan in a later interview. "The whole board is displeased with the arrogance, the surreptitious dealings that feather his own nest. Five of us took the position that the contract he now has is an illegal contract.''
To the contrary, CPB General Counsel Lillian Fernandez said, the chairman had "full authority to extend and sign the president's contract,'' and CPB spokesman Michael Schoenfeld said "it's always been the chairman's prerogative to negotiate the contract with the president, and that goes back 20 years.'' "Carlson had a contract that went until this summer,'' said Schoenfeld, "and in discussion with the chairman they both agreed it would be in CPB's and public broadcasting's best interest to ensure strong continuity of leadership over what will be some difficult times.''
Cauthen told Current he followed procedures of former chairmen, and said he would not have renewed the contract if he had known there was concern on the board about it.
The law establishing CPB gives the board authority to appoint a president "for terms and at rates of compensation fixed by the board,'' and the bylaws do not give the chairman this authority, according to an outside attorney's review requested by board member Alan Sagner--a document mailed anonymously to Current.
Sagner said in an interview that he believes the president's appointment should be a board matter, and that the board had agreed to prepare a resolution establishing that policy for the future. "I want to emphasize that everything [Cauthen] did was in good faith,'' Sagner added.
Sagner and other board members declined to describe board discussions from the private May 9 meeting. Gold refused to attend that early-morning meeting, he said later, because he wouldn't pledge silence about public business. As a result of Gold's absence, the board apparently had a 5-4 majority favoring contract extension.
In the board's closed meeting the day before, the board had been split 5-5, Gold said, with Honey Alexander, Ritajean Butterworth, Cauthen, Frank Cruz and former Chairman Sheila Tate supporting the contract renewal.
Tate said during the open meeting that Carlson continues to have her "energetic support,'' and Butterworth seconded the point. Butterworth said in an interview that she saw nothing improper in the contract renewal. In eight years on the NPR Board she recalled never discussing or negotiating a president's contract.
Alexander is a political ally of Carlson's. He has backed the presidential aspirations of her husband, former Secretary of Education Lamar Alexander, and contributed $1,000 to the campaign, according to Congressional Quarterly.
Buchanan and Gold are most openly critical of Carlson's aggressive operating style, the contract renewal and the size of the severance deal. The president runs CPB "like a banana republic,'' Gold told the Washington Times.
"We [the board] have been stripped of all power,'' Buchanan said in an interview. "It makes me very nervous.'' The board is responsible for setting policies but unable to do so, because Carlson wants to run "a one-man show,'' she said. "You're not allowed to dissent,'' Buchanan said. When she has opposed Carlson's view she has gotten "screamed at.''
"We felt the whole Vin Weber contract was a disaster, and we stopped it over Sheila Tate's almost-dead body,'' said Buchanan, referring to an earlier contract proposed by Carlson and signed privately by Cauthen. Under the January contract, Weber, a Republican lobbyist and friend of Newt Gingrich, would have give the board political advice, Carlson said then.
"The contract had been signed the morning of the board meeting, before the board knew anything about it,'' Buchanan recalled. Under public criticism and pressure from five board members--the same who questioned Carlson's contract--CPB dropped Weber in February.
"We have been shut off from anything to do with Carlson's employment,'' Buchanan asserted, as the annual review "kept getting put off.'' The review--an "executive executive session'' without Carlson in attendance--was scheduled for the board's annual meeting in September, Gold said, but former Chairman Tate delayed it until November, and it was not held then, or during January or March meetings. That task may now be put off until next September, Sagner said.
Gold said he and Vice Chairman Carolyn Bacon and other board members heard about the contract renewal at the end of the March meeting and were not permitted to see the new contract until days before the May meeting.
The occasion for Carlson's early renewal, board members were told, was that he had given Executive Vice President Bob Coonrod a new contract, Buchanan said. "Coonrod had been given a new contract, and the president needed to be given a contract as good as Bob Coonrod's.''
Carlson told the board he had hired prominent attorney Robert Bennett, brother of former Cabinet member William Bennett.
The day before its scheduled May 9 public session, the board held what Buchanan called a "very acrimonious meeting--unnecessarily so.'' "All we were asking for was a review of the procedure. We could not get an answer to that. What we got was a threat of Robert Bennett suing us all, collectively and individually.''
That was a bluff, Gold believes, but several members urged the board to avoid a public flap while Congress is scrutinizing CPB. The next morning's meeting was to be confidential; Gold refused to participate. If he had attended, he said, the board would have been tied 5-5 and still unable to challenge the contract.
"I have a legal, binding, valid contract, I have the interests of public broadcasting in mind, and I intend to stay the course,'' Carlson told the Times.
Web page originally posted Nov. 14, 1996
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