Alabama's Compass Bancshares reached the end of an era recently when director and co-founder Harry B. Brock Jr. resigned.
Mr. Brock, 69, said in an interview last week that he had decided to leave on March 22, one year before the scheduled end of his term, because last year's bitter proxy battle had left him without influence on the Compass board. Mr. Brock's attempt to take over the board and force a sale of the $10.3 billion-asset bank ended in defeat at last year's shareholders meeting.
The management-controlled directors subsequently stripped Mr. Brock and his two supporters on the board of all committee assignments.
"There's absolutely no point in sitting on a board and accepting the responsibility that a board member has to accept if you're not privy to the information the board has in making its decisions," Mr. Brock said. "I was isolated. I didn't need that burden."
Mr. Brock said he will devote his energies to a private investment firm he has set up with two sons and a daughter. But Mr. Brock, who remains Compass' largest individual shareholder, with 2% of the bank's stock, reserved the option of criticizing management from the sidelines if Birmingham-based Compass fails to meet its stated performance objectives.
"As a stockholder, I don't have any kind of obligation but to tell the truth," Mr. Brock said. "I don't think I should go away. My roots are deep- seated in that organization."
Compass chairman and chief executive D. Paul Jones Jr. expressed his appreciation for Mr. Brock's three decades of service to the company but declined to comment further.
Mr. Brock cofounded Compass in 1964 with Birmingham construction magnate R. Hugh Daniels and ran the company for 27 years until turning over the reins in 1991 to Mr. Jones, his hand-picked successor. Mr. Jones, hired by Mr. Brock as the company's lawyer in 1978, was instrumental in helping Mr. Brock liberalize Alabama's banking laws and conduct an aggressive acquisition program in Texas and Florida.
The relationship between Mr. Brock and Mr. Jones soured after Mr. Brock began agitating to sell Compass to an out-of-state acquirer. When Mr. Jones rejected Mr. Brock's proposal to consider an offer from First Union Corp. in October 1994, Mr. Brock took the quarrel public with his failed proxy challenge.
Stanley M. Brock, one of Mr. Brock's sons, remains on the Compass board.