Leumi's Board Trusts No One - Not Even Its ex-CEO

Galia Maor is getting NIS 3.3m, plus a NIS 9.6m retirement package, to keep her from joining a competitor.

Have you ever asked yourself why you're not rich? Well, we have, and you won't like the answer. It's all your fault. You don't think or act as rich people do, and you do nothing in order to become one of them. You lack the style, the chutzpah and the sense of entitlement of the average Mr. Moneybags. It's the truth. Admit it.

Not all rich people are the same. Some created value, and lots of it. Others invented something and figured out how to make money from it. Still others waited for Daddy to die so they could inherit his vast fortune. Then there's the group that pounces on every available shekel, borrowing without giving too much consideration to the day the loans come due. Finally, there are the lucky folks who land a cushy job at a big corporation that pays them millions every year.

This last group can be divided into two main subgroups. There are the job-hoppers, who change employers every few years after earning such great reputations as bold managers that good offers just keep coming. Then there are the solid executives who stay at the same company, slowly climbing the corporate ladder and demonstrating their managerial skills until they reach the top of the salary plateau, where they remain for years.

Galia Maor belongs to the second group. In her 17 years at the helm she was a responsible, level-headed CEO who steered Bank Leumi through many rough patches while keeping her nose clean.

Maor was never one of the highest-earning Israeli bankers - not because of her gender, rather because, as a government-controlled institution, wages at Leumi have always been reined in. When her counterparts at other Israeli banks received excessively high salaries and bonuses, Maor was a model of moderation and restraint. Content with what she earned, she never complained. She wasn't there for the wages. She was there to work.

We know this because once, when the Dankner family still owned arch-rival Bank Hapoalim, Maor turned down their offer of the top spot there. The Dankners acquired their controlling interest in Hapoalim with a loan from Leumi. To Maor, loyalty and protecting her public image was more important than whatever inducement Hapoalim was offering; she didn't want to be seen as a traitor to Leumi, in cahoots with borrowers. Anyone who knows Maor knows she would never do such a thing.

So it was jarring to hear this week that Bank Leumi's board of directors awarded Maor NIS 3.25 million to extend her two-year non-compete agreement, on top of her NIS 9.62 million retirement package from the bank. In her 17 years as CEO, Maor's salary was not meager by any means: She received total compensation of about NIS 80 million. The offer of a non-compete award at such a time leaves a bad taste in one's mouth. If the board sought to reward her, it ended up doing the opposite.

The board cooked up the award when it learned that another Israeli financial institutions was interested in Maor, to keep her from accepting an offer. Maor did not ask for the award, but neither did she refuse it.

Now she is an awkward position, and with good reason. As a rule, there is nothing wrong with a non-compete payout. If a company blocks a person from using her abilities elsewhere, it must compensate her for the resulting unemployment. But that was not the case here.

It was safe to assume that Maor would not sell Bank Leumi down the river after so many years as its head. She wouldn't sell her inside knowledge of the bank to the highest bidder, non-compete award or no. Maor was not fired in disgrace. She made a perfectly respectable decision, of her own free will, to retire and even influenced the choice of her successor, her protege Rakefet Russak-Aminoach.

It is unthinkable that Maor would harm Bank Leumi in any way. Anyone who suggests otherwise is either not giving Maor the respect due to her or is a hopeless cynic.

Maor is not leaving Bank Leumi entirely, by the way. She has agreed to chair the board of Bank Leumi Switzerland and will continue to receive a salary from the company. It defies logic to suggest she would compete with Bank Leumi while still on its payroll.

Maor was not only a bank CEO but a leader in Israeli finance. Leaders set the standards for leadership and behavior. By augmenting Maor's retirement package, ostensibly to ensure that she keeps her knowledge to herself, the board of directors is sending the message that it assumes that personal interest trumps principles. That message not only makes the entire banking sector look bad but also fans the flames of public anger at the banks.

By the way, a common theory about executive pay is that those who pay high salaries to their subordinates do so mainly in order to secure high wages for themselves. Is the Leumi board of directors, led by chairman David Brodet, really all that nervous about the competition? Or did they jack up the departing CEO's compensation in order to raise the standard for non-compete awards and apply it to all senior executives and board members?

Leumi is the only bank in Israel without a single, identifiable controlling shareholder (or group of shareholders ). Its privatization did not take the usual path of selling a chunk of stock to a single buyer. This structure, of a bank with no controlling core, is an ongoing experiment.

But if this strange example of paying out a non-compete award where none was needed is any indication of the bank's new nature then its supervisor, the Bank of Israel, can expect significant challenges.