A veteran money manager, Joan Lappin is no shrinking violet when it comes to taking Corporate America to task if she thinks stockholders are being ripped off. In her latest crusade, she’s denouncing what she regards as a big, unwarranted payday for corporate mediocrity.

Her target is the board of directors of Motorola, the world’s second-largest cell phone maker, which recently awarded its chief executive officer, Edward Zander, a windfall: an additional 800,000 stock options despite the company’s serious problems, three bad quarters in a row and another likely on the way, plus, so far, a losing year despite 2007’s rising stock market.

Ms. Lappin, who heads up New York-based Gramercy Capital Management and has owned Motorola on and off over the years, observes that Mr. Zander inherited a highly profitable company when he took over in January 2004 and has since “run it into the ditch.” In particular during Mr. Zander’s reign, she cites a skidding market share (to 17% from 23% in the latest quarter and a further drop likely for the current period), out-of-control costs, and frequent failures in achieving targets.

She also took note of collapsing gross margins, a lack of exciting new products, the loss of key personnel, and the disposal of several operations, such as the semiconductor business, which could help protect Motorola in a downturn. The company is doing so abysmally, Ms. Lappin said, “it’s like watching an old friend with cancer who never gets to see the doctor.”

Given the breakdowns, Ms. Lappin ridiculed the options award, describing it as “an outrageous performance bonus by a dysfunctional board to someone who screws up a company.” The board members — whom, she noted, are being paid an average of $250,000 annually for attending fewer than a dozen meetings each year — “are rubber-stamping incompetence, which is a real scandal,” Ms. Lappin said.

Her comments raise an obvious question: Why would supposedly independent outside board members charged with protecting shareholder rights dole out a big options bonus to a CEO under whose watch the health of a company has undergone serious deterioration?

I tried reaching several of the board members — the chairman of Abbott Laboratories, Miles White; a global marketing officer at Procter & Gamble, James Stengel, and the chancellor of the University of Arkansas, John White. None would respond to my phone calls. Astonishingly, an assistant to Mr. White told me, “He would prefer you ask Motorola what he should say.” (Repeated efforts to reach Mr. Zander for comment were also unsuccessful.)

“A board of robots” is how a money manager at one of the firm’s large institutional holders, who asked that he not be identified, described the Motorola directors.

A billionaire investor, Carl Icahn, who holds a 3% stake in Motorola, was recently defeated in his effort to obtain a seat on the board. Ms. Lappin believes that without Mr. Icahn in the picture, the stock, which closed yesterday at $18.18, would be selling at $14, especially after reporting a first quarter loss. At current levels, she said, “The stock is overpriced,” and noted: “You don’t know how bad the current second quarter is going to be.”

Mr. Icahn’s involvement in Motorola has spurred speculation it could be a takeover candidate. Ms. Lappin said she believes if that were to happen, its stock wouldn’t command much of a premium, perhaps fetching around $20 a share.

An analyst who agrees with that takeover assessment is Ed Snyder, who tracks the wireless industry for Charter Securities, an independent research firm in Las Vegas. “A buyout is a crapshoot; without it, the stock is worth maybe $16 or $17,” he said.

Mr. Snyder views Motorola as a troubled company that’s losing money in phones, which are about 60% of its business. To change that, he said, it needs a new design, but that will take years to achieve. Pointing to a much more competitive environment overall, Mr. Synder said management doesn’t seem to recognize the severity of the problems and is not making the necessary changes as fast as it should, such as hiring outside people to revamp the handset business. Motorola badly needs a fix at the top management level, “but I don’t know if Ed Zander is up to the job.” he said.

The analyst said that, if he owned the stock, he would sell it. Mr. Snyder sees the company struggling over the next two years, with the bottom line showing a plunge in this year’s operating earnings to $0.10 a share from last year’s $1.08, and then posting a slight loss in 2008.

Our two Motorola bears are hardly alone in their glum view: Recent numbers show a significant Motorola short interest of 125.8 million shares, or 5.4% of the float.

Obviously, a lot of disbelievers think the “board of robots” is on Cloud 9.

dandordan@aol.com