Ralph Whitworth: Activist Fights For Rights Of Shareholders

WASHINGTON - Shareholder activist Ralph Whitworth chuckles when people call him the Ross Perot of investor rights.

While the maverick Texas billionaire has been making political headlines, Whitworth has been holding corporate feet to the fire on issues such as executive-pay packages and boards of directors dominated by management.

Through a combination of persuasion and doggedness, Whitworth, president of the United Shareholders Association, has won several agreements from major corporations to be more responsive to their stockholders.

Both International Business Machines Corp. and Westinghouse Electric Corp., for example, have agreed to change the way they select their board members to make them more independent of management.

But please don't call Whitworth a gadfly, a word he says corporate America uses "as a way of discrediting people."

For years that's what they tried to do to him, he says, dismissing him as a publicity hound or a front for the takeover activities of Texas oilman and United Shareholders founder T. Boone Pickens, who left the group in 1990.

Since then, however, the Washington-based group has grown into a 65,000-member, nationwide advocacy group seeking to enhance the rights of shareholders and make corporate executives more accountable to them.

Last year, United Shareholders-sponsored resolutions won an average of 40 percent of the votes cast at annual meetings, up from the 17 percent average for 1989.

United Shareholders also was instrumental in getting the Securities and Exchange Commission to reform its proxy rules governing shareholder voting at annual company meetings and better disclosure of how top executives are paid.

But critics say Whitworth and other corporate populists have been riding the coattails of bigger and more powerful institutional investors such as pension funds and mutual funds for the publicity.

"I don't know whether the populist approach of United Shareholders lends itself as well to the world that has been changed by the new proxy and disclosure rules," said John Wilcox, chairman of Georgeson & Co., a proxy solicitation firm. "You're going to have to ask Ralph Whitworth, `What next?' "

Last year's uproar over the hefty pay packages for top executives of companies with sinking profits "was really just the smoking gun indicating there was no accountability in corporate America," Whitworth said recently.

A 1981 graduate of the University of Nevada at Reno, Whitworth, 37, went to work for Pickens after getting a law degree from Georgetown University. In between, he served on the staff of former Sen. Paul Laxalt, R-Nev., with whom he now shares office space.

With his dark suits, conservative ties and Western drawl, Whitworth, a native of Winnemuca, Nev., looks and sounds more like a consultant and lobbyist - which he is - than a grass-roots activist.

His aim now is making corporate executives accountable to their boards and the boards accountable to their shareholders. Whitworth spends about a quarter of his time doing that, without pay. His main source of income is his law practice, which lobbies for small energy and mining firms.

"We have very similar goals," said Anne Hansen, deputy director of the Council of Institutional Investors, a group of 80 large public and private pension funds. The council's members control more than $500 billion in assets, mostly from enormous pension funds such as the California Public Employees Retirement System.

The United Shareholders has "a very different constituency than we do because their constituency is so much more diffuse," she said. "It's a bunch of individuals, in some cases little old ladies. They need a very outspoken and in-the-headlines kind of person like Ralph to express their views."

Whitworth used the media savvy he acquired handling media chores during Ronald Reagan's 1984 re-election campaign to win headlines for United Shareholders.

Every spring, United Shareholders announces its Shareholder 1,000 ranking of America's biggest companies based on stock performance, management's shareholder rights record, executive stock ownership and compensation policies.

Every fall, the group launches its campaign targeting up to 50 corporations for action at the next round of annual shareholders meetings.

Of the 43 companies targeted last year, 25 already have reached agreements with United Shareholders, ranging from papermaker Champion International Corp. to IBM. In fact, IBM executives were meeting with Whitworth the same day they tapped Louis Gerstner Jr. as chairman.

"Three or four years ago, we would have never had our phone calls returned by an IBM - let alone have them meet with us," Whitworth said.

Most companies that have dealt with Whitworth's United Shareholders declined to detail their meetings with the group. "Quite frankly, I neither want to give them credit nor annoy them," said one corporate executive who didn't want to be identified.

Hansen, of the Council of Institutional Investors, said: "I think it's because they're scared. They've seen what happens to other CEOs when they don't return phone calls."

Pickens, who made several takeover plays for oil companies in the 1980s, launched United Shareholders with $1.5 million from the proceeds of his autobiography and put Whitworth, a young lawyer on his staff, in charge.

"It was hard to get out from his shadow," said Whitworth. "Because of this takeover activity, people were really skeptical."

But Pickens' high profile also was a big draw at organizing meetings around the country, said Whitworth, who met the oilman after briefly dating his daughter, Liz.

Pat McGurn, an official at the Investor Responsibility Research Center, a nonprofit group in Washington, D.C., that gathers information on shareholder issues, said: "When they have CEOs like (Champion International's) Andrew Sigler and (ITT Corp.'s) Rand Araskog who have passed through their office in the last couple of years, clearly they're being taken seriously by the corporate community as well and not just being seen as a Boone Pickens organization."