Founder Steve Jobs owns just two shares in the company. Recently departed director Larry Ellison had none and had missed more than 25% of meetings in the past five years. The CEO of Micro Warehouse, which accounted for nearly 2.9% of Apple's net sales in 2001, sits on the compensation committee. Since 2000, the board has awarded Jobs 27.5 million stock options and a $90 million jet. There is an interlocking directorship--with Gap CEO Mickey Drexler and Jobs sitting on each other's boards.
In 2000, the company spent a hefty $45 million to recruit CEO Gary Wendt from GE Capital. Despite the company's recent slide, in July--with the stock hovering at $1--the board awarded Wendt an $8 million bonus. In August, the shares were delisted from the Big Board and now trade at 7 cents. None is a CEO. The board doesn't meet without the CEO present.
Before his death in February, Chairman William Dillard presided over a board that included seven directors with ties to the company, including four of his children. No nominating committee--allowing the CEO to hand-pick directors. With two-thirds of board elected by holders of privately held Class B shares, Dillard's is exempt from NYSE governance rules.
Self-dealing includes contracts with the chairman's brother to build and remodel stores and a consulting deal with the chairman's wife. Slow to replace outgoing CEO Mickey Drexler as performance declined. Interlocking directorship with Drexler sitting on the Apple board, while Apple's Steve Jobs sits on Gap's. Two other directors sit on the Charles Schwab board, while Chuck Schwab sits on Gap's.
The board's woes include multiple investigations of company accounting, a $501 million profit restatement, and a federal grand jury probe into pay practices. The board was passive as the company's performance deteriorated before a bankruptcy filing in January. Meanwhile, the board approved $28 million in retention loans to 25 top executives.
Founder Philip Anschutz has extensive dealings with the company and sits on compensation and nominating committees. The SEC is probing whether Qwest used "swap" transactions to boost revenue. The compensation committee--described as "comatose" by one expert--awarded ex-CEO Joseph Nacchio an $88 million pay package in 2001, one of the worst years in the company's history. No outside director has operating experience in company's core business.
Out of 15 board members, 10 have ties to the company, including seven who have extensive business dealings. CEO John Tyson got a $2.1 million bonus for negotiating the acquisition of meatpacker IBP--which Tyson Foods tried unsuccessfully to back out of--in a year when net income fell 42%. Feds say the company for years conspired to smuggle workers from Mexico for its U.S. poultry-processing plants, a charge Tyson denies.
The bungled succession of Paul Allaire, accusations of funny accounting, billions in shareholder wealth up in smoke, and a decades-long failure to keep up with changing technology add up to an ineffectual board. With departures of Allaire and CFO Barry Romeril, the board is far more independent. But too many directors sit on too many boards. Director Vernon Jordan's law firm provides legal services. Two audit committee members had attendance problems last year.