Fortune Magazine spoke with Anastasia Kelly, the former general counsel of AIG (and Wilmer Hale long before that), who recently quit over a pay kerfuffle.
It’s awesome. Starting with that moody, black-and-white-standing-on-the-dock-all-wrapped-up-in-her-trademark-scarves photo.
Her side of the story after the jump (including how she was shut out for outside counsel and what’s next).
In that article about Russo taking over, we mentioned the revolving door at the corner office of AIG, with Kelly (“Stasia” to her friends) serving under four different CEOs:
In her years at AIG, Kelly reported to four CEOs, one of whom largely ignored her, another of whom treasured her judgment and promoted her to vice chairman.
Liddy promoted her last year (and she’d “walk through walls for him”), and she was hired by Greenberg. We’re guessing it was Bob Willumstad (whose tenure as CEO lasted all of about three months – although he did have the decency to reject a massive severance payment) based on this comment:
When Sullivan left, AIG’s chairman, Bob Willumstad, took over as CEO, amid downgrades of AIG by the rating agencies and collateral calls from your CDS counterparties. Willumstad called on Tim Geithner at the New York Fed and discussed whether AIG — an insurance company, after all, not a bank — might ever qualify for government assistance if it was needed. Did you know about Willumstad’s visit to Geithner?
Not directly. Bob operated mainly through outside counsel. That was unusual. I’ve got to be honest with you: I’m used to being consigliere, and I wasn’t. It’s hard to have outside counsel knowing more than you do. But that was Bob’s style, and as CEO, he got to do what he wanted. I thought about leaving. But I knew I couldn’t, with the company in such trouble.
The outside counsel was Sullivan & Cromwell for the company and Simpson Thacher for the board.
But you’re like us and interested in the compensation issue and the decision to leave. They covered it in spades:
Spell out where you stood in your 2009 compensation.
I got a promotion to vice chairman at the first of the year, took on new responsibilities like human resources, and got a big raise. I was due to make $900,000 in salary in 2009 and a bonus that could go from $0 to $2.2 million. I also was scheduled to get some compensation held over from earlier years. But Feinberg’s final determination was that most of the top 25 in compensation at AIG — which in 2009 would have included me — would get no more than $500,000 in cash, to which would be added some quantity of AIG stock that would be handed out periodically, as if it were salary.
So, by Feinberg’s ultimate determination, you were going to get cut in 2009 from $900,000 in cash, and potentially much more, to $500,000 plus some quantity of stock?
That’s right, and I had another problem to think about too. There was a possibility that I would end up being — under Feinberg’s plan — among the top 10 at AIG in pay for 2009. Now, most people don’t know this, but the rules specify that none of the top 10 in a TARP company can receive severance pay — or as the law puts it, golden parachutes — if they leave their company. That meant that if I ended up in the top 10, stayed until 2010, and then decided I wanted to leave, I would not be able to collect severance.
I’m sure you realize that, to most people, $500,000 — much less the $3.8 million you’ll reportedly receive in severance — seems outrageous for somebody who’s high up in a bailed-out company.
I totally understand that. My father was a Boston Irish Catholic cop who probably made $60,000 in his best year. But I’ve spent my life working myself up a career ladder to where I am, and I had been working 18 hours a day, seven days a week, and killing myself. I wasn’t tainted with what happened at the company. For someone to say, “I think you’re doing a great job, Stasia, but the American people hate you and therefore we think you should make no more than $500,000 a year” — there’s no logic to that. It wasn’t something I could live with. I guess that’s the Irish in me.
And as for the future?
What are you thinking of doing now?
I’m going to take the next few months to figure that out. I’ve had some calls from law firms wanting to talk about building a practice with them, and some calls from headhunters too. The notion of walking back right now into another general counsel job? I just need a break from that. But I loved what I did.
What do you think about the future for AIG?
There are so many good people there, and there are so many good businesses, and that makes me think there’s a path for them. If Bob and the board can keep the company and the people together, then there’s a path to getting the taxpayers paid back and AIG’s good businesses surviving. I guess I hardly need to say that would be a wonderful end to the story.
Good luck!
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