Nov
11

Every October, some 50 former managers, calling themselves the Former Orange-Blooded Executives, after the home-improvement chain’s trademark bright orange color, gather in Atlanta to reminisce, chat about new jobs and pass around pictures of their children.

The turns to the changes at under its chief executive, Robert L. Nardelli. A growing source of resentment among some is Mr. Nardelli’s pay package. The board has awarded him $245 million in his five years there. Yet during that time, the ’s has slid 12 percent while shares of its archrival, Lowe’s, have climbed 173 percent.

Some of the former managers think they know the reason, and and shareholder advocates agree: the clubbiness of the six-member committee of the that recommends Mr. Nardelli’s pay.

Two of those members have ties to Mr. Nardelli’s former employer, . One used Mr. Nardelli’s in negotiating his own salary. And three either sat on other boards with ’s influential lead director, Kenneth G. Langone, or were former executives at companies with significant relationships with Mr. Langone.

The co-founders of , Arthur M. Blank and , grew very rich on that soared in value. But under them, embraced a culture of restraint when it came to pay, said Paul D. Lapides, a corporate governance expert at Kennesaw State University in Georgia. “Bernie and Art took home a salary of $1 million or less and . The attitude was one of ‘we’re all in this together,’ ” said Mr. Lapides, who has never worked at but has studied the for years.

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