"No CEO worthy of the title wants his or her predecessors second-guessing everything in the boardroom," said Jean-Louis Gassée, a former
Apple Inc.
AAPL -2.20% executive who has served on public-company boards.
Microsoft hasn't said whether both Mr. Ballmer and Mr. Gates, the company's co-founder and CEO for 19 years, will remain directors. In November, shareholders re-elected each of them for a one-year board term, but they would be able to resign their posts sooner.
At least some external executives who discussed the CEO job with Microsoft directors have expressed concerns about being hamstrung if the two men continue to serve on the board, according to people familiar with their thinking.
Outside CEO candidates "know that part of what they are negotiating for is the level of engagement" of Mr. Ballmer and Mr. Gates once the new leader takes charge, a person familiar with the matter said.
Microsoft's experience shows the challenge in crafting a role for a founder or former CEO. Having them around as a sounding board or an elder statesman can be handy—unless the arrangement devolves into squabbling or a boardroom coup.
Former Pfizer Inc. CEO Henry "Hank" McKinnell sat on the board alongside his predecessor for more than five years, until directors orchestrated his retirement in 2006, 18 months ahead of schedule.
"What's really a bad idea is a former CEO of your company" staying on the board, Mr. McKinnell said in a late-October interview. "You can't win.''
Ford Motor Co. CEO Alan Mulally, who has been considered for the Microsoft post, has long lived with a similar power-sharing arrangement. Bill Ford Jr. is the auto maker's executive chairman, as well as a former CEO, major stockholder and member of its founding family.
Some candidates for the top post at Microsoft seem to be particularly uneasy about Mr. Ballmer, according to people familiar with their thinking. He has made several recent decisions that have altered the company's strategy and generated controversy among managers and investors.
Ten days after the August announcement of his planned exit, Mr. Ballmer struck a $7.4 billion deal to buy
Nokia Corp.'s
NOK1V.HE +0.85% mobile-phone business, thrusting Microsoft into a new field and adding 32,000 people to its workforce. This summer, Mr. Ballmer also pushed through a sweeping corporate reorganization that garnered mixed reviews inside and outside Microsoft.
People who know him question whether Mr. Ballmer could sit by if his successor wanted to break free of his strategy or policies. It isn't clear how Microsoft's board, which backed Mr. Ballmer's moves, would react if the next CEO wanted to reverse some of his decisions.
Microsoft directors have sought to delicately manage Mr. Ballmer's role in screening CEO candidates, said the person familiar with the matter. Neither Mr. Ballmer nor Mr. Gates has "veto power" over the selection of the company's next leader, this person said. Messrs. Ballmer and Gates collectively own 8.3% of Microsoft's stock.
Mr. Ballmer himself faced a similar challenge when he took over as CEO from Mr. Gates in 2000. Their power struggles in the early years stalled some company decisions. Microsoft director David Marquardt and others stepped in, seeking to lessen tensions between the two men, who have known each other since they shared a Harvard University dorm in the mid-1970s.
Mr. Gates is no wallflower either. People who have worked with him say that as chairman and a revered technologist, he can dominate board discussions.
In an interview with the Financial Times published in November, Mr. Gates said he expected to spend considerable time working with the next Microsoft CEO.
Adding to the cast of boardroom characters is ValueAct Capital Management. The hedge fund bought more than $2 billion in Microsoft stock in 2013, and parlayed shareholder unhappiness into a board seat. ValueAct President G. Mason Morfit, who is likely to join the Microsoft board this year, will be the first director in the company's 38-year history not selected by Microsoft's board.
Relations can be rocky when an activist shareholder joins a board he previously criticized. Investor William Ackman quit the
J.C. Penney Co.
JCP -1.58% board in August after he clashed with other directors over the retailer's management and strategy. On the flip side, adding an activist shareholder's representatives to the board helped Office Depot Inc. last year to smooth a bumpy merger with OfficeMax Inc.
Recipe for Drama?
Take one powerful company founder, add one ex-CEO and stir in an activist stockholder. The result is a Microsoft boardroom mix that is dissuading some potential CEO candidates. A look at the directors:
Steve Ballmer, 57 years old
Time on board: 14 years
Professional experience: CEO of Microsoft since 2000. Known for: College buddy Bill Gates convinced him to quit business school and join Microsoft when it was a fledgling company in 1980.
Dina Dublon, 60
Time on board: 8 years
Professional experience: Longtime executive at J.P. Morgan Chase and its predecessors, including 6 years as CFO. Other corporate boards: PepsiCo, Deutsche Bank, Accenture. Known for: Before her retirement in 2004, Ms. Dublon was one of the highest-ranking women on Wall Street.
Bill Gates, 58
Time on board: 32 years
Professional experience: Co-founder of Microsoft. Other corporate boards: Berkshire Hathaway. Known for: corporate philanthropy. Status as the world's second-richest person, with a net worth of $72 billion, according to Forbes.
Maria Klawe, 62
Time on board: 4 years
Professional experience: Computer scientist; president of Harvey Mudd College, a science-and-engineering school in Southern California. Other corporate boards: Broadcom. Known for: At Harvey Mudd, she has increased the percentage of female students. Earlier in her career, researched how videogames can improve children's learning.
Stephen J. Luczo, 56
Time on board: 18 months
Professional experience: CEO of Seagate, a maker of computer hard drives; former Salomon Brothers and Bear Stearns investment banker. Known for: numbers guy who became a technologist in two CEO stints, which included a difficult restructuring.
David Marquardt, 64
Time on board: 32 years
Professional experience: Partner at venture-capital firm August Capital. Known for: one of the earliest advisers to Microsoft and Mr. Gates.
G. Mason Morfit, 38
Time on board: Expected to take a board post this year. Professional experience: partner at activist hedge fund ValueAct Capital, which in August landed the first Microsoft director post not solely at the company's discretion. Known for: prior board stints at several health-care and biotech companies, and led insurrections against deals involving two of them. Chaired the compensation committee that designed an incentive-based compensation plan for the CEO of Valeant Pharmaceuticals.
Charles Noski, 61
Time on board: 10 years
Professional experience: Former CFO at Bank of America, Northrop Grumman and AT&T; ex-vice chairman of AT&T. Other corporate boards: Avon Products, Avery Dennison. Known for: extensive finance experience; was among BofA executives out of the loop on company's 2011 disclosure of Federal Reserve's objection to a planned dividend.
Helmut Panke, 67
Time on board: 10 years
Professional experience: Former CEO of BMW. Other corporate boards: UBS, Bayer. Known for: trained as nuclear engineer; led BMW during dramatic growth in its vehicle sales.
John W. Thompson, 64
Time on board: 2 years
Professional experience: CEO of corporate-technology startup Virtual Instruments; ex-Symantec CEO; former IBM executive. Known for: turned Symantec into computer-security titan; was on the shortlist to be Barack Obama's first U.S. Secretary of Commerce
Sources: Microsoft; WSJ
No hay comentarios:
Publicar un comentario