As H-P's Chairman, Patricia Dunn Carries Clout
Carly Fiorina, often anointed as the "most powerful woman in business," has been ousted from her perch at Hewlett-Packard Co. Her replacement as H-P's chairman, Patricia Dunn , is pretty powerful herself.
Ms. Dunn, 51 years old, has been an H-P director since 1998 and is vice chairman of Barclays Global Investors, a major fund-management firm. Her ascension at H-P reflects the key role the former free-lance journalist played in the exit of Ms. Fiorina.
Ms. Dunn helped prod H-P's board to examine Ms. Fiorina's performance and how well H-P had fared since its $19 billion acquisition of Compaq Computer Corp. in 2002, people familiar with the matter say.
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As a finance executive who sits on H-P's audit committee, Ms. Dunn was disillusioned by H-P's inability to meet the financial goals it had set during the bitter proxy battle over the Compaq deal, these people added. Two months ago, Ms. Dunn wrote a four-page report spelling out the board's concerns that was later presented to Ms. Fiorina, says one person close to the situation.
An H-P spokesman said Ms. Dunn wasn't available to comment for this article. A spokeswoman for Ms. Fiorina said she wasn't available for comment.
Ms. Dunn's emergence as a central player at one of the world's largest technology companies is the latest chapter in her recovery from cancer. Ms. Dunn stepped down as Barclays's chief executive in 2002 to battle breast cancer and melanoma, taking the vice-chairman role that carried fewer daily responsibilities. Now, she seems to be throwing herself into H-P's troubles with considerable vigor.
Ms. Dunn presides over an H-P board that has won kudos for taking action as the company foundered amid tough competition from rivals Dell Inc. and International Business Machines Corp. But the board's activism is relatively newfound. Ms. Dunn was a member of the board that hired Ms. Fiorina in 1999, and by all accounts she supported the move. The board endorsed the Compaq deal and defended it during the proxy fight. After H-P shareholders approved the Compaq acquisition, directors ousted from the board Walter Hewlett, son of an H-P co-founder who had led the campaign against the deal. Last year, the California Public Employees' Retirement System criticized H-P directors for hiring H-P's auditors for nonaudit tasks as well.
But the board also has undergone a lot of turnover in the past six years. Only four of the 14 directors who hired Ms. Fiorina remain. And in recent months, directors have grown uneasy with H-P's uneven financial performance and sagging stock price, which declined 50% during Ms. Fiorina's tenure.
In an early sign of trouble for Ms. Fiorina, directors late last year reached out to venture capitalist Thomas Perkins, an outspoken former H-P director, and asked him to rejoin the board. His appointment was formally approved on Monday, a day before Ms. Fiorina was asked to resign.
Some corporate-governance experts say the ouster of Ms. Fiorina doesn't improve their evaluation of the board. "Firing a CEO doesn't make you a strong board -- it's actually an indicator the board has failed," says Nell Minow, a corporate-governance expert at the Corporate Library in Portland, Maine. Susan Schultz, CEO of the Board Institute, faults the H-P board for not planning the CEO succession better.
Unlike Ms. Fiorina, who obtained two master's degrees in business and management, Ms. Dunn majored in economics and journalism at the University of California at Berkeley. After her initial work as a free-lance journalist, she joined Wells Fargo's fledgling investment unit, the Barclays Global predecessor, as a temporary secretary, says Barclays Global spokesman Tom Taggart. Ms. Dunn married more than 20 years ago to William Jahnke, a financial author, and has four stepchildren.
Known as Pattie to her colleagues, she rose through the ranks at the San Francisco-based investment firm after learning the strategy of index investing, which attempts to mirror broad stock-market movements rather than pick individual stocks. That is far from H-P's traditional technology businesses. But index funds share one important trait with personal computers, one of H-P's biggest units: Both are brutally competitive, requiring large volume and great efficiency to produce razor-thin profits.
In 1998, Ms. Dunn was named CEO of Barclays Global. Steven Schoenfeld, a former Barclays Global executive, says Ms. Dunn is known for her skills dealing with staffers. She often held lunches with staffers from various parts of the organization at local restaurants, and was known to leave voice-mail messages when she heard a speech or read something that Barclays Global people had written that she had liked. Mr. Schoenfeld says Ms. Dunn emphasized execution, once telling senior staffers that Barclays Global "needed to manage our business as we manage our clients' assets."
During that same year, she was recruited to the H-P board. She joined H-P's audit committee, where former H-P executives say she often asked tough questions during their presentations to directors. "She was one of the stronger board members," says one former H-P executive.
Ms. Dunn has at times faced criticism for her dual role as a Barclays executive and an H-P director, since Barclays Global is one of the biggest holders of H-P shares. As of the end of September, Barclays Global was the third-largest institutional holder of H-P stock, with more than 127 million shares, according to Securities and Exchange Commission filings. Now Barclays Global's nonexecutive vice chairman, Ms. Dunn is no longer involved in the day-to-day operations of the investment firm.
On Wednesday, when her ascension to the chairman's post at H-P was announced, Ms. Dunn said she and the eight other members of H-P's board immediately would begin searching for a new CEO and would make sure to keep H-P on track in the meantime. "My role is to leverage the strength" of H-P and its executives, she said.
At least three major search firms, all with H-P connections, are vying for the assignment of finding H-P's next CEO: Heidrick & Struggles International Inc., Spencer Stuart and Russell Reynolds Associates Inc.
费奥瑞娜走了，邓恩来了
曾被誉为“最具影响力的商界女性”的卡丽?费奥瑞娜(Carly Fiorina)上周被惠普(Hewlett-Packard Co.)免职，接替她担任惠普董事长的帕特里夏?邓恩(Patricia Dunn)也是一位深具影响力的女性。
现年51岁的邓恩自1998年以来就担任惠普董事，她也是大型基金管理公司Barclays Global Investors的副董事长。邓恩在惠普的升职反映了这位前兼职记者在费奥瑞娜离任过程中发挥的关键作用。
知情人士称，邓恩敦促惠普董事会考核费奥瑞娜的绩效，及惠普在2002年以190亿美元巨资收购康柏电脑(Compaq Computer Corp.)后的表现如何。
这些人表示，作为惠普审计委员会的财务高级管理人员，邓恩清楚地意识到惠普无法完成在收购康柏交易中委托书之争时设定的财务目标。知情人士称，两个月前，邓恩写了一份4页的报告，表达了董事会的担忧，随后呈交给费奥瑞娜。
惠普的发言人称，没有联系到邓恩对本文发表评论。费奥瑞娜的发言人也表示，没有联系到费奥瑞娜本人对本文发表意见。
邓恩此次担任惠普的要职是她癌症康复后的再次出山。由于乳腺癌和黑素瘤，邓恩在2002年卸任Barclays的首席执行长，而担任日常事务较少的副董事长一职。现在，她又精力充沛地投入到麻烦重重的惠普公司之中。
邓恩领导的这个董事会素有不畏竞争对手大胆出击的美誉，面对戴尔公司(Dell Inc.)和国际商业机器公司(International Business Machines Corp.)的强大竞争压力，惠普一度摇摇欲坠。但现任董事会积极行动的作风却是新近创立的。1999年，惠普董事会决定聘用费奥瑞娜时，邓恩也是董事会成员之一并全力支持此举。董事会批准了与康柏电脑的交易，并在委托书之争中积极为其辩护。在惠普的股东批准了收购康柏电脑的交易后，董事会驱逐了反对此项交易的董事、公司创始人之子沃尔特?惠列特(Walter Hewlett)。去年，加州公务员退休基金(California Public Employees' Retirement System, 简称Calpers)还批评惠普董事聘用审计师从事非审计工作。
但在过去6年中，董事会也经历了很大变化。在原来聘用费奥瑞娜的14名董事中，目前仅有4人在任。近几个月来，董事们对惠普差强人意的财务状况和不断下跌的股价越来越感到不安。惠普的股价在费奥瑞娜的任期内下跌了50%。
对费奥瑞娜不利的最初迹象是，惠普董事去年底接触前惠普董事、风险投资家托马斯?珀金斯(Thomas Perkins)，要求他重新加入董事会。上周一对他的提名正式获得批准，这也是费奥瑞娜被要求辞职的前一天。
部分公司治理方面的专家称，驱逐费奥瑞娜并不能提高他们对董事会的评价。Corporate Library的公司治理专家内尔?米诺(Nell Minow)称，解雇首席执行长不代表董事会的强大，这其实是董事会失败的写照。Board Institute的首席执行长苏珊?舒尔茨(Susan Schultz)批评惠普的董事会没有更好地规划首席执行长的接替问题。
与获得商业及管理两个硕士学位的费奥瑞娜不同，邓恩在加州大学伯克利分校主修的是经济学和新闻学。Barclays Global的发言人汤姆?塔格特(Tom Taggart)说，邓恩先做了一段时间的兼职记者，然后加入到富国银行(Wells Fargo & Co.)新成立的投资子公司，即Barclays Global的前身，担任临时秘书。
在掌握了指数投资策略后，邓恩在Barclays Global的职位不断提升。这与惠普的传统技术业务相差甚远。但指数基金与个人电脑业务具有很重要的一个共性：二者都面临激烈竞争，需要很大的交易量和极高的效率来获得微薄的利润。
1998年，邓恩被任命为Barclays Global的首席执行长。该公司的前管理人员史蒂文?舍恩费尔德(Steven Schoenfeld)说，邓恩处理员工关系的技巧有目共睹。舍恩费尔德称，邓恩强调执行，一次她向高级员工表示，Barclays Global需要像管理客户的资产一样管理自己的业务。
同一年，她被聘为惠普董事。她进入了惠普的审计委员会。惠普前管理人士称，邓恩经常会在他们向董事汇报时提出尖锐的问题。一位前惠普管理人员称，邓恩是强有力的董事会成员之一。
邓恩因为她身兼Barclays管理人员和惠普董事而备受批评，因为Barclays Global是惠普的最大股东之一。根据美国证券交易委员会(SEC)的报告，截至去年9月底，Barclays Global是惠普股票的第三大机构持有者，共持有超过1.27亿股。作为Barclays Global的非执行副总裁，邓恩现在不再管理该公司的日常工作。
上周三，当邓恩担任惠普董事长的消息宣布后，她表示，她和惠普董事会其他8位董事将立刻开始著手寻找新首席执行长，并将同时确保惠普的工作正常进行。她说：“我的作用是发挥惠普及其管理人员的优势。”
至少三家猎头公司：Heidrick & Struggles International Inc.、史宾沙公司(Spencer Stuart)和Russell Reynolds Associates Inc.正在为寻找惠普的下一任首席执行长展开竞争。
