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Cgri Closer Look 21 HP Leadership Challenges PDF
Cgri Closer Look 21 HP Leadership Challenges PDF
competitors such as IBM in the enterprise systems He admitted, however, to originally sharing Wal-
market. ter Hewlett’s skepticism: “We all had reservations.
The deal, however, was controversial in two None of us was convinced that Compaq was the
regards. First, analysts were not convinced that exact right answer at the start.” Philip Condit, an-
it made strategic sense. HP was seen as doubling other director, said that the merger is “certainly not
down on the commoditized business of hardware without risk, but I think the opportunity outweighs
manufacturing at a time when many believed it the risk.” Director Robert Knowling said that at first
should focus on higher-margin activities such as he was “neutral” to the idea, but over time came to
software, services, and printing. According to one believe it was an important way to improve HP’s
analyst, “Two losers don’t make a winner.”5 As a re- competitive position. According to board member
sult, HP stock traded down by 30 percent on the George Keyworth, “Very good people have tried to
news (see Exhibit 1). Second, the deal was contro- transform this company through organic growth,
versial in that it drew public opposition from Wal- targeted acquisitions and the old way. I believe, this
ter Hewlett, son of company co-founder William board believes, we have to take a big step.”9 Fol-
Hewlett and a member of the company’s board of lowing several months of vigorous lobbying of in-
directors. Although he had originally voted with stitutional shareholders by Fiorina, the merger was
other board members to approve the deal, he subse- ultimately approved by a razor-thin margin, with
quently changed his mind. In a written statement, 51.4 percent of shareholders in favor and 48.6 per-
Hewlett said that, “Given the lack of stockholder cent opposed.10
benefits, I believe the extensive integration risks The Compaq acquisition, however, did not
associated with this transaction are not worth tak- prove to be the transformative event that Fiorina
ing.”6 Shortly thereafter, David Packard Jr., son of and the board envisioned. HP had forecasted in the
second co-founder David Packard, also came out merger prospectus that the PC division of the com-
in opposition to the deal: “For some time I have bined entities would generate an operating margin
been skeptical about management’s confidence that of 3.0 percent in 2003. The actual figure came in
it can aggressively reinvent HP culture overnight— at 0.1 percent; in 2004, it was 0.9 percent.11 Fol-
a culture that developed over many years and was lowing a string of disappointing earnings reports,
thoroughly tested under all kinds of business con- the board of directors asked Fiorina for her resigna-
ditions. While change is necessary and inevitable, tion. Robert Wayman, chief financial officer of HP,
it does not follow that every innovation is an im- served as interim CEO while the board undertook
provement.”7 a formal search for a successor. Fiorina made the
Opposition by these two men was significant statement, “While I regret the board and I have
not only because they were sons of the company’s differences about how to execute HP’s strategy, I
founders but also because the two foundations respect their decision.”12 She left the company with
which they controlled—the William and Flora a severance package valued at $21 million.
Hewlett Foundation and the David and Lucille
Packard Foundation—together held 15 percent of Mark Hurd (2005-2010)
HP’s stock. In an escalation of the matter, Walter The search for Fiorina’s successor was led by non-
Hewlett led a proxy fight to terminate the deal. executive chairman Patricia Dunn and directors
The controversy led to a rare, public squabble George Keyworth and Thomas Perkins. According
between the company and its major sharehold- to Dunn, “the board is firmly committed to
ers, with HP’s directors joining the fray. Richard the business strategy that is in place.... Looking
Hackborn, former executive vice president of HP forward, we think the job is very reliant on hands-
and board member, defended the deal, stating, on execution, and we think that a new set of ca-
“The board thoroughly analyzed this transaction pabilities is called for.” When asked whether the
and unanimously concluded this is the very best company would consider internal as well as external
way to deliver the value our shareholders expect.”8 candidates, Dunn responded, “We are not ruling
anything out, but we are committed to a very thor- discussion among board members and manage-
ough search for the most qualified candidate. We ment regarding strategy, leadership, and corporate
anticipate that that is an external candidate, but we structure. To identify the source of the leaks, Dunn
don’t know for sure.”13 hired a firm to investigate the matter, which in turn
Ultimately, the company named Mark Hurd, hired a second firm. The detectives of that firm used
former CEO of NCR, as chief executive. While a questionable technique called “pretexting” (pre-
a relative unknown in Silicon Valley, Hurd had a tending to be someone else) to obtain the private
reputation for strong operations management and phone records of both HP directors and report-
strict cost cutting. Although he had never managed ers. Although Dunn was unaware that the tech-
a company of HP’s size (NCR had $6 billion in rev- nique was being used, she resigned from the board.
enue at the time, compared to $80 billion at HP), George Keyworth was identified as the source of
he had a long-track record of success. He described the leaks and not renominated at the following an-
his management style in an interview: “I believe nual meeting.
in very engaged management. I personally like to In 2010, the company faced another scandal
understand how the businesses work. You’ve heard with the resignation of Mark Hurd. A company
the term ‘management by walking around.’ I like to contractor had accused Hurd of sexual harassment.
move through multiple levels of the company and Although the charges were determined to be un-
I like my management to do that. Great companies founded, the investigation revealed that Hurd had
have boards, CEOs and management that all have submitted inaccurate expense reports, purportedly
one script.”14 Separately, he said, “I live by a code in an attempt to conceal his relationship with the
that I got taught very early in my career, that it’s the woman. Director Marc Andreessen called Hurd’s
company first, the employees second, and you’re resignation “a necessary decision.”16 This opinion,
last.”15 The press labeled him “the un-Carly.” however, was by no means universal. Board mem-
Hurd made aggressive changes to the company’s bers Joel Hyatt and John Joyce advocated that
operations. He announced a broad restructuring, Hurd remain at the helm until an orderly transi-
including the layoff of 14,500 employees. He re- tion could be arranged. They argued that an abrupt
duced management layers and eliminated the cor- resignation was “a reckless way to make a change”
porate sales group, reassigning workers to divisional that would cause damage to shareholders.17 Others
groups (PC, printing, and enterprise) so that they felt that Hurd had not been entirely forthcoming
would have deeper knowledge of the products they with the board and therefore could not be trusted
sold. To improve accountability, he gave executives to continue. The board split six to four. Although
more control over their budgets, and held them uninvolved, Larry Ellison, CEO of Oracle, ex-
strictly accountable for performance. The company pressed his own opinion: “The HP board just made
used the cash flow generated by reduced operat- the worst personnel decision since the idiots on the
ing costs to fund a series of acquisitions, primarily Apple board fired Steve Jobs many years ago…. In
in the software and services space. These included losing Mark Hurd, the HP board failed to act in
Mercury Interactive, Peregrine Systems, Palm, and the best interest of HP’s employees, shareholders,
Electronic Data Systems. The approach paid off. customers, and partners.”18 Less than one month
Over the next five years, HP’s operating margins later, Ellison hired Hurd to be president of Oracle’s
increased from 4 percent to 9 percent (see Exhibit hardware division. Hurd left HP with a severance
2). package worth $35 million. CFO Cathie Lesjak
Stability at the company, however, did not last. was named CEO on an interim basis.
In 2006, Patricia Dunn was forced out as chair-
man of the board. Since 2004, the company had Léo Apotheker (2010-2011)
struggled to contain the release of confidential in- The search committee for Hurd’s successor includ-
formation regarding boardroom discussions that ed Marc Andreessen, Lawrence Babbio, John Ham-
was being leaked to the press. This included private mergren, and Joel Hyatt. Unfortunately, the process
was plagued from the outset. First, the dispute over decline in HP’s stock. Recognizing the tremendous
Mark Hurd’s resignation lingered to such an extent investor dissatisfaction, the board of directors ter-
that it impeded the search committee’s efforts. Ac- minated Apotheker’s employment. He was given a
cording to one director, “There were so many hard severance package worth $9.6 million, after only 11
feelings. It became difficult to conduct business in a months (see Exhibit 3).
civil manner.”19 Second, board members were not
in agreement whether an internal or external can- Meg Whitman (2011- )
didate was preferable. Third, despite the prestige of This time, the board of directors did not form a
the Hewlett-Packard name, several highly talented search committee or name an interim CEO. Im-
external candidates were not interested in the job. mediately following Apotheker’s resignation, the
According to some reports, the search committee board named director Meg Whitman as CEO. Di-
approached executives at NCR, IBM, and Micro- rector Ray Lane became executive chairman. Whit-
soft only to be rebuffed because they did not want man promised to continue the basic strategy of the
to follow in Hurd’s footsteps. company, although she would review the decision
When the company named Léo Apotheker as to spin off the PC division.
CEO in October 2010, the announcement was Many in the investment community were puz-
greeted with a lackluster response. A native of zled by the sudden appointment. Although Whit-
Germany, Apotheker was the former CEO of SAP man was well known in Silicon Valley for her tenure
where he had overseen somewhat unremarkable re- at eBay and her unsuccessful run for the California
sults. “It’s not something I would have expected,” governorship, she did not have experience manag-
said one analyst about the appointment.20 An opin- ing a company in the enterprise technology space,
ion piece in the Wall Street Journal highlighted “the nor had she managed a company of HP’s size. Ray
unsettling reality that Mr. Apotheker has never tru- Lane defended the decision: “If we thought there
ly run his own show, having been SAP’s solo CEO was a better choice outside, we would have con-
for less than a year before his abrupt resignation.”21 ducted the search.” When asked whether the board
More striking was the news (not made public for would make further changes to shore up investor
another year) that not all members of the board dissatisfaction, Lane replied: “This is not the board
had interviewed, or even met, Apotheker before he that was around for pretexting. This is not the board
was given the position. One director explained: “I that fired Mark Hurd. This is not the board that did
admit it was highly unusual, but we were just too everything you want to write about…. It’s just like
exhausted from all the infighting.” According to open season to write about this board. It’s not this
another, “among the finalists, he was the best of a board, okay?”23
very unattractive group.”22 Shortly thereafter, four
members of the board resigned (Joel Hyatt, John Why This Matters
Joyce, Robert Ryan, and Lucille Salhany). They 1. The two primary responsibilities of a board of di-
were replaced by five new directors: Shumeet Ba- rectors are the approval of the corporate strategy
nerji, Gary Reiner, Patricia Russo, Dominique Sen- and the selection of a CEO to refine and execute
equier, and Meg Whitman. that strategy. Has the board of HP settled on a
Apotheker’s tenure at HP was brief and disap- corporate strategy? Do they understand the skills
pointing. At first, he committed to continuing the and experiences required for a CEO to manage
strategy that Hurd had put in place. Later, he re- the company? What are the necessary skills and
versed course and announced dramatic changes: experiences to guide HP over the next three to
the company would terminate its recent foray into five years?
tablet computing, sell or spin off its PC division, 2. The hallmark of a well-governed company is a
and purchase business-analytics company Autono- reliable system for the development of internal
my for $10.25 billion—a price that was ten times managerial talent. For decades, HP had turned
revenue. The news triggered a one-day 20 percent inside for its chief executive officers. Beginning
Fiorina
becomes
CEO Apotheker
becomes
CEO
$80
HP to spin
HP to
off or sell
acquire Hurd PC unit
Compaq becomes
CEO
$60
$40
$20 Whitman
Pretexting becomes
scandal CEO
revealed
$-
Jan-99 Jan-01 Jan-03 Jan-05 Jan-07 Jan-09 Jan-11
Exhibit 2 — continued
Exhibit 2 — continued