Board departures roil Tennessee Commerce

Wednesday, July 18, 2007 at 7:48pm

Three members of the close-knit Tennessee Commerce Bank board of directors have resigned, citing changes to the company’s executive compensation package.

Directors Winston Hickman, Regg Swanson and Fowler Low all resigned within the last week.

Swanson said in his resignation letter, “Their desire to attain compensation that I feel is excessive, based on information that I have obtained independent of the board, and the subsequent vote process which granted the compensation has violated my trust in the management of the bank.”

Low also expressed dissatisfaction with the process by which the compensation decision was made, stating that executive officers took actions out of line with company policies.

“It seems to me that the executive officers/directors have concluded that the board can be manipulated in whatever manner deemed desirable (by the executive officers). Indeed this compensation issue and the ‘vote’ as counted reflect as much,” wrote Low in his resignation letter. “I have to question whether we are a board of directors, — or a board of directed.”

Company CFO George Fort said Wednesday that that the compensation changes were made according to the company’s charter and bylaws, and in accordance with the advice of corporate counsel.

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