Steve Jobs by Walter Isaacson 585
looked like a bunny suit and gave Jobs a big hug. At the public announcement in 2005, the usually reserved Otellini repeated the act. “Apple and Intel, together at last,” flashed on the big screen.
Bill Gates was amazed. Designing crazy-colored cases did not impress him, but a secret program to switch the CPU in a computer, completed seamlessly and on time, was a feat he truly admired. “If you’d said,
‘Okay, we’re going to change our microprocessor chip, and we’re not going to lose a beat,’ that sounds impossible,” he told me years later, when I asked him about Jobs’s accomplishments. “They basically did that.”
Options
Among Jobs’s quirks was his attitude toward money. When he returned to Apple in 1997, he portrayed himself as a person working for $1 a year, doing it for the benefit of the company rather than himself. Nevertheless he embraced the idea of option megagrants—granting huge bundles of options to buy Apple stock at a preset price—that were not subject to the usual good compensation practices of board committee reviews and performance criteria.
When he dropped the “interim” in his title and officially became CEO, he was offered (in addition to the airplane) a megagrant by Ed Woolard and the board at the beginning of 2000; defying the image he cultivated of not being interested in money, he had stunned Woolard by asking for even more options than the board had proposed. But soon after he got them, it turned out that it was for naught. Apple stock cratered in September 2000—due to disappointing sales of the Cube plus the bursting of the Internet bubble—which made the options worthless.
Making matters worse was a June 2001 cover story in Fortune about overcompensated CEOs, “The
Steve Jobs by Walter Isaacson 586
Great CEO Pay Heist.” A mug of Jobs, smiling smugly, filled the cover. Even though his options were underwater at the time, the technical method of valuing them when granted (known as a Black-Scholes valuation) set their worth at $872 million. Fortune proclaimed it “by far” the largest compensation package ever granted a CEO. It was the worst of all worlds: Jobs had almost no money that he could put in his pocket for his four years of hard and successful turnaround work at Apple, yet he had become the poster child of greedy CEOs, making him look hypocritical and undermining his self-image. He wrote a scathing letter to the editor, declaring that his options actually “are worth zero” and offering to sell them to Fortune for half of the supposed $872 million the magazine had reported.
In the meantime Jobs wanted the board to give him another big grant of options, since his old ones seemed worthless. He insisted, both to the board and probably to himself, that it was more about getting proper recognition than getting rich. “It wasn’t so much about the money,” he later said in a deposition in an SEC lawsuit over the options. “Everybody likes to be recognized by his peers. . . . I felt that the board wasn’t really doing the same with me.” He felt that the board should have come to him offering a new grant, without his having to suggest it. “I thought I was doing a pretty good job. It would have made me feel better at the time.”
His handpicked board in fact doted on him. So they decided to give him another huge grant in August 2001, when the stock price was just under $18. The problem was that he worried about his image, especially after the Fortune article. He did not want to accept the new grant unless the board canceled his old options at the same time. But to do so would have adverse accounting implications, because it would be
Steve Jobs by Walter Isaacson 587
effectively repricing the old options. That would require taking a charge against current earnings. The only way to avoid this “variable accounting” problem was to cancel his old options at least six months after his new options were granted. In addition, Jobs started haggling with the board over how quickly the new options would vest.
It was not until mid-December 2001 that Jobs finally agreed to take the new options and, braving the optics, wait six months before his old ones were canceled. But by then the stock price (adjusting for a split) had gone up $3, to about $21. If the strike price of the new options was set at that new level, each would have thus been $3 less valuable. So Apple’s legal counsel, Nancy Heinen, looked over the recent stock prices and helped to choose an October date, when the stock was $18.30. She also approved a set of minutes that purported to show that the board had approved the grant on that date. The backdating was potentially worth $20 million to Jobs.
Once again Jobs would end up suffering bad publicity without making a penny. Apple’s stock price kept dropping, and by March 2003 even the new options were so low that Jobs traded in all of them for an outright grant of $75 million worth of shares, which amounted to about $8.3 million for each year he had worked since coming back in 1997 through the end of the vesting in 2006.
None of this would have mattered much if the Wall Street Journal had not run a powerful series in 2006
about backdated stock options. Apple wasn’t mentioned, but its board appointed a committee of three members—Al Gore, Eric Schmidt of Google, and Jerry York, formerly of IBM and Chrysler—to investigate its own practices. “We decided at the outset that if Steve was at fault we would let the chips fall where they may,”
Steve Jobs by Walter Isaacson 588
Gore recalled. The committee uncovered some irregularities with Jobs’s grants and those of other top officers, and it immediately turned the findings over to the SEC. Jobs was aware of the backdating, the report said, but he ended up not benefiting financially. (A board committee at Disney also found that similar backdating had occurred at Pixar when Jobs was in charge.)
The laws governing such backdating practices were murky, especially since no one at Apple ended up benefiting from the dubiously dated grants. The SEC
took eight months to do its own investigation, and in April 2007 it announced that it would not bring action against Apple “based in part on its swift, extensive, and extraordinary cooperation in the Commission’s investigation [and its] prompt self-reporting.” Although the SEC found that Jobs had been aware of the backdating, it cleared him of any misconduct because he “was unaware of the accounting implications.”
The SEC did file complaints against Apple’s former chief financial officer Fred Anderson, who was on the board, and general counsel Nancy Heinen.
Anderson, a retired Air Force captain with a square jaw and deep integrity, had been a wise and calming influence at Apple, where he was known for his ability to control Jobs’s tantrums. He was cited by the SEC
only for “negligence” regarding the paperwork for one set of the grants (not the ones that went to Jobs), and the SEC allowed him to continue to serve on corporate boards. Nevertheless he ended up resigning from the Apple board.
Anderson thought he had been made a scapegoat. When he settled with the SEC, his lawyer issued a statement that cast some of the blame on Jobs.
It said that Anderson had “cautioned Mr. Jobs that the executive team grant would have to be priced on the
Steve Jobs by Walter Isaacson 589
date of the actual board agreement or there could be an accounting charge,” and that Jobs replied “that the board had given its prior approval.”
Heinen, who initially fought the charges against her, ended up settling and paying a $2.2 million fine, without admitting or denying any wrongdoing. Likewise the company itself settled a shareholders’ lawsuit by agreeing to pay $14 million in damages.
“Rarely have so many avoidable problems been created by one man’s obsession with his own image,”
Joe Nocera wrote in the New York Times. “Then again, this is Steve Jobs we’re talking about.” Contemptuous of rules and regulations, he created a climate that made it hard for someone like Heinen to buck his wishes. At times, great creativity occurred. But people around him could pay a price. On compensation issues in particular, the difficulty of defying his whims drove some good people to make some bad mistakes.
The compensation issue in some ways echoed Jobs’s parking quirk. He refused such trappings as having a “Reserved for CEO” spot, but he assumed for himself the right to park in the handicapped spaces. He wanted to be seen (both by himself and by others) as someone willing to work for $1 a year, but he also wanted to have huge stock grants bestowed upon him.
Jangling inside him were the contradictions of a counterculture rebel turned business entrepreneur, someone who wanted to believe that he had turned on and tuned in without having sold out and cashed in.
Steve Jobs by Walter Isaacson 590
CHAPTER THIRTY-FIVE
Steve Jobs by Walter Isaacson 591
ROUND ONE
Memento Mori
Cancer
