Bensalem, Pa. -- In one corner was Procter & Gamble Co., the consumer goods giant.
In the other was Sister Patricia Marshall, a slight, slender 72-year-old corporate activist.
For a year, the $30 billion company that produces Crest, Tide and Pampers debated the issue of executive compensation with the woman who represents the Sisters of the Blessed Sacrament to Wall Street.
And in the end, after proxies and letters and discussions, it was the company that blinked.
In proxy statements mailed last Friday, Cincinnati-based P&G; included a paragraph on the principles underlying executive pay -- including a statement that pay is based partly on "doing the right thing."
It may not be the biggest victory in the struggle between a company and shareholders. But it is clearly one of the most public, and has brought Sister Marshall some celebrity in the investment industry.
"P&G; is a household name and nuns are seen as some exotic creatures from outer space. The publicity just sort of snowballed," said Sister Marshall, whose office bookshelf holds both the Bible and "Rating America's Corporate Conscience."
After the dispute was publicized, she received some fan mail -- and a call from a man who demanded that she confine her earthly good deeds to helping the poor, not hassling the privileged.
"The man wouldn't let me get a word in edge-wise," she said. "He kept yelling. And then I yelled at him. He did not like that one bit. He hung up on me."
The caller, like P&G; officials, learned one thing quickly: You don't mess with Sister Marshall. "She is a kind and gentle person, but in meetings, she has a will of steel," said Tim Smith, executive director of the New York-based Interfaith Center on Corporate Responsibility.
Sister Marshall has gray hair, a bright smile and a soft, measured voice. But she has plenty of stamina when it comes to campaigning for corporate ethics. "You're in it for the long haul. You don't expect spectacular victories," she said.
Her office on the order's sprawling grounds in suburban Philadelphia is festooned with bumper stickers in support of a progressive agenda, from "Jobs Not Bombs" to "Save the Dolphins." But her clothes are conservative -- she favors blue dresses and wears a silver wedding band that matches a silver lapel pin with a chalice, a host, a cross and the order's official insignia, SBS.
"I'm the only Catholic in my family," she said. "My two brothers are businessmen. And we were raised as Baptists."
And until she was 20, Sister Marshall considered herself an atheist.
But during the early days of World War II, while working at a Navy depot in California, she got the first inkling that she should do something meaningful and spiritual with her life.
"Black sailors were treated like beasts of burden," she said. "And I worked for a supply officer who drafted a letter against them, saying they were taking more food than they should get. No, I didn't do anything about that then. But I plotted and planned what I could do for my life. I wanted to make a difference."
She decided to become a nun.
Sister Marshall joined the order in 1943 and has never looked back.
Her calling has taken her to an Apache reservation in New Mexico, inner-city schools in New York and Chicago, and Xavier University of Louisiana, where she founded the business department and launched a computer center.
It has only been in the last 13 years that Sister Marshall has taken her passion for equality and justice -- a stance favored by the order's founder, Catherine Drexel -- to corporate America. Her instrument: As chairwoman of the order's justice commission, she controls a select portfolio of the order's stocks.
"We care how well our stocks do financially," Sister Marshall said. "We also care how well they do socially."
Her files are filled with documents from past campaigns:
* Working to limit the sale of infant formula to Third World countries by Bristol-Myers Squibb Co.
* Pressing the issue of equal employment upon General Electric Co.
* Raising environmental concerns with Kerr-McGee Corp.
Sometimes she wins. Sometimes she loses. But always, she carries on.
"She is a very savvy lady . . . " said Charlotte Otto, P&G;'s vice president of public relations.
The deal she cut with P&G; came after a year of polite, yet firm, pressure. A resolution that Sister Marshall offered on executive compensation at P&G;'s 1992 annual meeting received 17 percent of the vote, over the objection of company directors.
This year, the rules on disclosure of executive pay have changed, thanks to the Securities and Exchange Commission. The SEC now requires publicly traded companies to more clearly present their executives' pay and stock options.
But Sister Marshall, with the backing of the Interfaith Center -- a coordinating center for socially-concerned religious investors -- got P&G; to take an extra step.
The company added to its proxy the paragraph on the "principles and practices" underlying compensation for vice presidents and higher-ranking executives. In the statement, P&G; notes that compensation is based on "a combination of financial and non-financial measures," including attention to the environment.
P&G; also promised to publish a booklet giving specific examples about how financial, social and environmental performance relates to executive compensation.
Sister Marshall is satisfied that P&G; responded and respects the company -- though she isn't thrilled that Chairman Edwin Artzt earned $1.8 million in cash compensation last year. "About $500,000 would be about right," she said.
Still, the inclusion of one paragraph in one proxy statement is a start on the road to a more ethical corporate world, she says. "I dream of a corporate world where business leaders realize corporate responsibility is good business."
And which firm will next come under Sister Marshall's scrutiny?
"I don't know," she said. "We're working on that."
DO THE RIGHT THING
This is Procter & Gamble's statement on executive compensation:
Executive compensation is based on performance against a combination of financial and non-financial measures including business results and developing organization capacity. In addition, employees are expected to uphold the fundamental principles embodied in the Company's Statement of Purpose and Environmental Quality Policy. These include a commitment to integrity, doing the right thing, maximizing the development of each individual, developing a diverse organization, and continually improving the environmental quality of our products and operations. In upholding these financial and non-financial objectives, executives not only contribute to their own success, but also help ensure our business, employees, shareholders and the communities in which we live and work will prosper.