April 23, 2014
Directorships, 2008 – 2012: 3
Total director compensation, 2008 – 2012: $3,209,317*
Average annual director compensation, 2008 – 2012: $641-863
Average compensation per full year of service as director: $229,237
*Due to AMR’s 2011 bankruptcy filing, the company did not file a proxy statement with the SEC for that year; therefore, Rodin’s compensation totals do not include her 2011 compensation from AMR.
Judith Rodin is president of The Rockefeller Foundation, which held $3.7 billion in assets as of its 2012 annual report. That year, the foundation distributed $130 million in grants and charitable activities while taking in a net investment income of $283 million. Previously, Rodin was the first woman to lead an Ivy League university as president of the University of Pennsylvania from 1994 to 2004. After leaving Penn, where she had earned her undergraduate degree, she was named President Emerita. She also served as provost of Yale University for two years.
Rodin’s bio boasts participation in the World Economic Forum, the Council on Foreign Relations, and the Clinton Global Initiative. She also is a member of the White House Council for Community Solutions. New York Governor Andrew Cuomo named Rodin to co-chair the NYS 2100 Commission, whose mission is to improve the capacity of the state’s infrastructure to withstand natural disasters. She chairs the commission with Felix Rohatyn, the former investment banker who in 1975 was picked by then-governor Hugh Carey to take over New York City’s finances, a precursor to today’s emergency managers in Detroit and elsewhere.
Rodin has been a director of Comcast, the world’s largest media and communications company, since 2002. Over the past four years, 2010-2013, Rodin and the board paid CEO Brian L. Roberts, the son of the company’s founder, just over $118 million. GMI Ratings, which publishes risk assessments of publicly traded companies, has found Comcast to be of “Very High Concern” regarding its executive pay. Rodin has chaired the company’s compensation committee since 2005.
Rodin has also sat on Citigroup’s board of directors since 2004. This means that she was on the board in the peak years of the housing bubble when Citigroup was issuing a huge volume of mortgage backed securities, many of which were filled with subprime loans. These assets, and the complex financial instruments created from them, were at the center of the financial crisis.
Citigroup would have gone bankrupt without the TARP and the special lending facilities created by the Federal Reserve Board to keep it afloat. In fact, Citigroup was in such bad financial condition that the Treasury agreed to guarantee the value of $306 billion in questionable assets at the peak of the crisis in the fall of 2008.
At the 2012 annual meeting, shareholders voted by a margin of 55-45 percent to reject the board of directors’ CEO pay package. Less than 3.0 percent of CEO pay packages received a no vote from shareholders that year. Rodin, though not on the compensation committee, was the company’s longest-tenured returning director at the time of the vote. Since the end of the recession, Citigroup’s stock has performed much worse than the market average.
Rodin’s other recent directorship was at AMR Corporation, the former American Airlines parent company, where she had served since 1997. In November 2011, AMR filed for bankruptcy and in 2013 merged with US Airways.
*Due to AMR’s 2011 bankruptcy filing, the company did not file a proxy statement with the SEC for that year; therefore, Rodin’s compensation totals do not include her 2011 compensation from AMR.
