If he had it to do all over: Dennis Kozlowski, from prison: I was the victim of a weak board.

• Author: Gillespie, John

UNTIL AT LEAST MARCH 2014, Dennis Kozlowski is Inmate #05A4820 at the Mid-State Correctional Facility in Marcy, N.Y. He gave us an interview there shortly after an appeal to the U.S. Supreme Court had been turned down. Kozlowski earned a dollar a day working in the prison laundry and, like most well-known, white-collar inmates, was isolated for his own security from the general population and kept in the protective custody unit, where he is surrounded by child molesters and prison snitches.

Kozlowski seemed bright, charismatic, and well informed--he kept up with business publications--and grateful for the chance to talk: "Not much chance for intelligent conversation here." He was charming and inquisitive, and seemed open and sincere, convincing even. It was easy to picture him as a CEO, even in the drab surroundings of an empty prison visiting room.

[ILLUSTRATION OMITTED]

He said his retirement deal was, in fact, patterned exactly after Jack Welch's when his CFO had gotten a copy of it. "I was thinking of leaving for a private equity job, but several directors said they wanted to give me a retention agreement to hang around for seven years." He was surprised that the board agreed to a package amounting to $250 million to $300 million, when he had expected them to balk at a fraction of that amount. "If I was on somebody's board, I wouldn't have gone for that," he said.

Kozlowski said that he considered himself a victim of the times and a weak board. He felt he had become the poster boy for excessive pay in the wake of public anger over the Enron, WorldCom, and other scandals. He claimed that some Tyco board members actually had suggested he should be paying fees to all the directors like the one Frank Walsh had received for the CIT deal (a $20 million finder's fee). "I think it was a jealousy thing." He also felt his case should have been tried in civil court as a pay dispute with a board that wanted to get out of the agreement it had signed. "After Enron blew up in 2001, boards started taking a hard look at the contracts, figuring 'We owe him $300 million, we'd better fire him.' " He said he got irate when thinking about the directors at his two trials who testified that they had been kept in the dark about his compensation: "If they did not know what was going on, they certainly should have. I just don't buy that." Kozlowski is still appealing his conviction on the grounds that his defense was unfairly denied the statements that Tyco's...