Double role pays utility's chief well
Heading Cobb Energy gives electric co-op's chief a big boost.


The Atlanta Journal-Constitution
Published on: 05/15/08

The president of the Cobb Electric Membership Cooperative is earning several times his previous compensation since becoming chief executive of the co-op's for-profit affiliate, court documents show.

Dwight Brown, 62, now earns at least $865,500 per year in salary and stock dividends, plus an unspecified amount from a loan from the companies, he said in a court deposition.

Only one other large co-op in the United States reports paying more to an executive.

At the nonprofit co-op's annual meeting last fall, Brown said his yearly salary from the co-op ranged from $100,000 to $300,000 during the previous decade. He declined to disclose his compensation as CEO of Cobb Energy, a for-profit affiliate created in 1997 to operate the co-op. Cobb Energy had also fought in court to keep the information confidential.

But in a Feb. 19 deposition, Brown said he earns an additional $300,000 salary from Cobb Energy, as well as dividends on 120,000 shares of company stock.

The amount does not include income from a $3 million loan that the companies are gradually writing down. Brown will not have to repay any portion of the loan if he stays with the two companies through 2011.

"If they don't fire me, it's being forgiven on a ... weekly basis," Brown said.

A Cobb County judge ruled last month that the deposition became public when a company executive e-mailed it to the publisher of the Marietta Daily Journal. Some co-op members filed suit last fall, alleging Brown has enriched himself while mismanaging the utility's assets.

The members —- about 190,000 current customers —- invest a small amount in the co-op each month when they pay their electric bill. Cobb EMC serves customers in Cobb and three nearby counties.

In his deposition, Brown said he used the $3 million loan to buy Cobb Energy preferred stock. The stock pays dividends of about $265,500 a year, according to a formula fixed by the company's articles of incorporation. Brown also has the right to sell the stock back to Cobb Energy for the purchase price.

The co-op owns 201,000 shares of a different class of stock. It has never collected a dividend, Brown said.

Brown said he also gets a company car, and a supplemental retirement fund will pay him about $10,000 a year. He said he also has a 401(k) account that had accrued about $500,000 before the co-op stopped contributing to it.

Among the nation's 10 largest co-ops, Brown's compensation ranked second behind Bennie Fuelberg, who made $1.4 million in 2007 before he retired. Cobb is the fourth-largest co-op in customers served.

In the 491-page deposition, Brown said half his Cobb Energy shares are in his name and half belong to his wife, Mary Ellen.

The Browns also have used the shares as collateral for other loans, he said. Brown said he used some of his stock to secure a $183,000 loan for a personal investment.

Mary Ellen Brown used her stock to secure a loan for a residential development near the University of Mississippi, according to the deposition. Brown is also an investor in the project.

Neither used stock as collateral in a second real estate venture in Tennessee, Brown said.

The $3 million loan was part of a pay package awarded in 2002 to keep Brown from pursuing other opportunities, he said.

In 2005, Cobb EMC and Cobb Energy renegotiated the loan when they extended Brown's contract to 2011.

Initially, both entities had split the cost of the loan evenly, Brown said. In 2005, Cobb EMC assumed $1 million and Cobb Energy assumed $2 million, he said.

Brown did not explain why the loan was reapportioned.

For income taxes, Brown must record as income the amount of the loan that the two companies charge down each year. Financial reports from 2002 to 2005 indicated the companies were writing down the loan at a rate of $328,000 per year, evenly split between the two.

Assuming that schedule continued, Brown's total annual compensation from the companies would be slightly less than $1.2 million, including the $600,000 in salary and annual dividend payments of $265,500.

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