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In the end it came down to the headstrong CEO’s refusal to accept even a symbolic reduction in his stock package. Home Depot Inc.’s board of directors wanted their controversial chief executive, Robert L. Nardelli, to amend his whopping compensation deals for recent years. After he pulled down $38.1 million from his last yearly contract, angry investors were promising an ugly fight at the company’s annual meeting in May. Nardelli agreed that he would continue to receive a guaranteed $3 million bonus each year, but not more. But that’s as far as he would go. When board members asked him to more closely tie his future stock awards to shareholder gains, he refused, according to people familiar with the matter. Nardelli has complained for years that share price is the one measure of company performance that he can’t control. After weeks of secret negotiations, things came to a head at a board meeting on Jan. 2, leading to Home Depot’s stunning announcement the next day that the company and Nardelli had “mutually agreed” that he would resign.

“The board loved him and hates the way this ended up,” says a person familiar with the matter. But in a season of growing antipathy toward extravagantly paid executives, the directors felt they had no choice. On his way out the door, however, Nardelli negotiated another jaw-dropper: a $210 million retirement package that assures that he and his former employer will remain at the center of the swirling debate over CEO compensation. Nardelli declined to comment.

The sudden fall of one of America’s best-known CEOs illustrates how perilous times have become for corporate leaders. Pointing to gargantuan pay and widespread manipulation of stock options, institutional shareholders are calling for top executives and board members to be held accountable. At Home Depot (HD) there were other points of contention: a sluggish stock price in an otherwise rising market and Nardelli’s notoriously imperious manner. Judged solely by certain company financial measures, Nardelli, 58, should have enjoyed acclaim for transforming Home Depot from a faltering retail chain into an earnings juggernaut. Driven by a housing and home improvement boom, sales soared from $46 billion in 2000, the year Nardelli took over, to $81.5 billion in 2005, an average annual growth rate of 12%. Profits more than doubled, to $5.8 billion that year.

TUMULTUOUS TENURE
During the current housing slowdown, however, the financials have eroded. In the third quarter of 2006, same-store sales at Home Depot’s 2,127 retail stores declined 5.1%. And with the stock price recently stuck at just over 40, roughly the same as when Nardelli arrived six years ago, he could no longer rely on other sterile metrics to assuage the quivering anger his arrogance provoked within every one of his key constituencies: employees, customers, and shareholders. Nardelli’s “numbers were quite good,” says Matthew Fassler, an analyst at Goldman Sachs (GS). But “the fact is that this retail organization never really embraced his leadership style.” The CEO’s reputation also suffered because of Wall Street’s affection for Home Depot’s smaller archrival, Lowe’s Companies, whose stock price has soared more than 200% since 2000, while Home Depot’s shares declined 6%, according to Bloomberg data. A simmering options backdating investigation at Home Depot hasn’t helped matters either, though an internal company review has thus far exonerated Nardelli.

At another time, Nardelli’s impressive operating numbers might have saved him. Perhaps he would have learned to temper an ego nurtured during a long career at General Electric (GE). But in a prolonged season of hostility toward overweening CEOs, the former GE power systems phenom couldn’t hold on. “He’s not a very humble guy.

www.businessweek.com/bwdaily/dnflash/content/jan2007/db20070103_456441.htm

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