The severance agreement negotiated between Metra and former CEO Alex Clifford, paying him as much as $740,000 to leave the agency before the end of his contract, pledges both sides to secrecy.
The 14-page agreement includes a "mutual confidentiality" clause in which board members and Clifford agree they will not "disclose the terms or any other circumstance relating to the negotiation of this agreement."
That provision and other terms of the agreement approved Friday by the commuter rail agency have drawn fire from a variety of transportation and legal experts, public officials and customers.
Former state Sen. Susan Garrett, a vigorous Metra critic during her time in office, said Monday that she is unaware of any public agency ever providing a buyout like the one Metra has given Clifford.
"This is a gigantic buyout. It's unprecedented," Garrett said. "We have a right to understand why it costs so much to terminate Alex Clifford's contract. That's the big question."
Garrett had long criticized Metra for what she contended was a lack of accountability. As a legislator, she pushed for a state law that put Metra under jurisdiction of the state's inspector general.
It's "inconceivable" for Metra's board to cut Clifford loose and not explain why, Garrett said. She proposed Monday that some sort of oversight committee "take a look at the inner workings" at Metra.
"There is no transparency," Garrett said. "Everything is happening behind closed doors."
The confidentiality clause includes "statements made by the parties in discussions of Clifford's employment," the document states.
Clifford's buyout was the subject of months of secret negotiations, after which officials declined to comment, citing a "personnel" exemption in public meetings law.
After Friday's 9-1 vote to approve Clifford's severance, board members, including Chairman Brad O'Halloran, again declined to discuss the agreement. The board is appointed by officials of the six counties and Chicago Mayor Rahm Emanuel.
O'Halloran referred inquiries to Metra's counsel, Andrew Greene, who deferred to the document itself.
Neither Greene nor O'Halloran responded to requests Monday to discuss the issue.
The confidentiality clause raises a number of questions, including why it was necessary for Metra and Clifford to negotiate the agreement in the first place and why it was necessary to impose a gag on both sides, especially since Metra is a public agency.
Steve Schlickman, head of the Urban Transportation Center at the University of Illinois of Chicago, wondered why Metra's directors simply didn't wait for Clifford's contract to expire and use the intervening time to find a new CEO.
"I've never heard of such a huge buyout of a contract ... of an agency of Metra's size ever, and certainly in Chicago," said Schlickman, the former executive director of the Regional Transportation Authority.
"I think it's really hard to explain (and) very hard for Metra to explain to riders and fare payers and also the taxpayers of Illinois," he said.
Clifford signed a three-year, $252,500-a-year contract with Metra that would have expired in February 2014.
Clifford couldn't be reached Monday.
With eight months left on his contract, Clifford is walking away with a severance package that could net him up to three times his annual salary
The separation agreement gives Clifford a $442,237 buyout covering salary for the remainder of his contract, including two 3 percent raises, and six months' severance pay.
For those six months after Feb, 11, 2014, Clifford will get $22,993 per month, or $138,000.
The package also includes other payments for benefits such as pension contributions, accrued vacation and sick time totaling about $58,000.
In addition, Metra also agrees to pay Clifford up to $78,000 for moving expenses and costs associated with the sale of his Chicago home. Clifford is a native of the Los Angeles area.
Metra agreed to continue Clifford's agency-provided health insurance coverage and pay Clifford's attorney fees of up to $75,000.
For a period of up to 12 months, if he earns less in a new job than what he earned from Metra, then the rail agency will pay him the difference, according to the settlement.
Metra agreed not to assert any claim against Clifford for failing to seek a new job. If he does not work at all, Metra will owe him about $276,000.
Steven Greenberger, associate professor of law at DePaul University, said the terms of Clifford's hiring contract entitle him to the six-month severance payment and benefits, but no more.
Anything beyond the terms of his contract would result from what Metra might assess as "litigation risk," Greenberger said.
Theoretically, there could be an allegation of defamation, discrimination or other type of claim that Clifford might bring against Metra, he said.
Greenberger said the separation agreement is unusual in that it promises Clifford will be paid for 12 months after leaving Metra, even if he chooses not to look for a new job.
"They've committed themselves to pay him even if he sits on his butt," Greenberger said. "I don't know what he may have had over them to agree to the extra time."
While a confidentiality clause might be a standard provision in a termination involving a private company, Greenberger questioned the need for a case involving a public agency.
"It certainly seems odd that they would not be willing to explain why they are doing what they are doing," he said.
Metra riders expressed surprise at the buyout and the amount of Clifford's severance.
"I think all that is ridiculous," said Addison resident Ricardo Quintero, 33, who rides Metra's Union Pacific West line. "I see the amount and that's crazy, but that's what CEOs get paid. I think they get paid too much."
Tribune reporter Ellen Jean Hirst contributed.Copyright © 2015, RedEye