Shareholder Shackles

Recently, Michael Dell wrote about the after-effects of taking his company private. I think his words are quite telling:

“I’d say we got it right. Privatization has unleashed the passion of our team members who have the freedom to focus first on innovating for customers in a way that was not always possible when striving to meet the quarterly demands of Wall Street.”, and “The single most important thing a company can do is invest and innovate to help customers succeed…”

Early on in my career at Microsoft, executives would often exclaim “our employees are our best asset.” By the time I left in 2004, however, it was pointedly clear that “shareholder value!” was the priority of the day. Problem is, most underling employees aren’t significant shareholders. In essence, executive leadership’s number one priority wasn’t building great products or retaining great employees, but in making money for shareholders. That’s toxic.

I distinctly recall the day that SteveB held an all-hands meeting where the move to deliver a dividend was announced for the first time in 2003. He was ecstatic, as he should have been. It was a huge jab in the side of institutional investors that had been pushing him to pass on the cash hoard to them. Being the second most significant shareholder at the time, it of course was a windfall for him, financially.

But most employees? They held some stock, sure. But not massive quantities. So this was, in effect, taking the cash that employees had worked their asses off to earn, and chucking it out at shareholders, whose most significant investment had been cash to try and keep the stock, stuck in a dead calm for years (and for years after), moving up.

After Steve announced the dividend in the “town hall” meeting that day, he asked if there were any questions from the room full of employees physically present there. There were no questions. Literally zero questions. For some reason, he seemed surprised.

I was watching the event from my office with a colleague, now also separated from Microsoft. I turned to him and asked, “Do you know why there are no questions?” He replied “no”, and I stated, “because this change he just announced means effectively nothing to more than 95% of the people in that room.

I’m not a big fan of the stock market – especially on short-term investments. I’m okay with you getting a return on a longer-term investment that you’ve held while a company grows. I think market pressures can lead a company to prioritize and deemphasize the wrong things just to appease the vocal masses. Fire a CEO and lose their institutional knowledge? SURE! (Not that every CEO change is all good or all bad.) Give you the cash instead of investing it in new products, technologies, people and processes to grow the business? SURE! But I’m really not a fan of fair-weather shareholders coming along and pushing for cash back on an investment they just made. Employees sweat their asses off for years building the business in order to get equity that takes years again to vest, and shareholders get the cash for doing almost nothing. Alrighty then. That makes sense.

While Tim Cook has taken some steps to appease certain drive-by activist investors who bloviate about wanting more cash through more significant dividends or bigger buybacks, he has pushed back as well, and has also been explicitly outspoken when people challenge the company’s priorities.

One can argue that Microsoft’s flat stock price from 2001-2013 was the cause of the reprioritization and capitulation to investors, but one can also argue that significant holdings by executives could also have tainted the priorities to focus on shareholder innovation shareholder value.

While Microsoft’s financial results do generally continue to move in a positive direction, I personally worry that too much of that growth could be coming in part with price increases, not with net-new sales. It’s always hard to decode which is which, as prices have generally been rising, and underlying numbers generating them aren’t always terrifically clear to decode (I’m being kind).

As organizations grow, and sales get tight, you have two choices to make money. You 1) get new customers, or 2) charge your existing customers more.

The first position is easy, as long as you’re experiencing organic sales to new customers, or you’re adding new products and services that don’t completely replace, but can and likely do erode, prior products in order to deliver longer-term growth opportunities for the business as a whole.

Most companies, over time, plateau and move into the second position and have to tighten the belt. It just happens. There’s just only so far you can go in terms of obtaining new customers for your existing products and services or building new products and services that risk your existing lines. This is far from unique to Microsoft. It’s a common occurrence. As this article in The New Yorker shows, United is doing this as well (and they’re certainly not alone). Even JetBlue is facing the music and chopping up their previously equitable seating plans to accommodate a push for earnings growth.

Read that last section quoting Hayes very carefully again: “long-term plan to drive shareholder returns through new and existing initiatives.” and “We believe the plan laid out today benefits our three key stakeholders … It delivers improved, sustainable profitability for our investors, the best travel experience for our customers and ensures a strong, healthy company for our crewmembers.”

Just breathe in those priorities for a moment. It’s not about the customers that pay the bills (and he left out “our highest paying” in the statement about customers). It’s not about the employees that keep the planes flying and on time. Nope. It’s about shareholder value. Effectively all about shareholder value. I would argue those priorities are completely ass-backwards. I’m also not sure I concur that it ensures a strong, healthy company for the long term, either. JetBlue has many dedicated fliers due to the distinct premium, but price-conscious product it has delivered from the beginning. JetBlue will find themselves with great difficulty retaining existing customers. Sure, they’ll make money. But a lot of people who used to prefer JetBlue are now likely to not be so preferential.

My personal opinion is that Michael Dell is spot on – the benefit of being a private company is that, now that he survived the ordeal of re-privatizing his company, he can ignore the market at large, and do what’s best for the company. Rather than focusing on short-term goals quarter to quarter, and worrying about a certain year’s fourth quarter being slightly down over the previous year’s, he, his leadership team, and his employees can focus on building products and services that customers will buy because they solve a problem for them.

I worry about a world where the “effectiveness” of a CEO is in any way judged by the stock price. It’s a bullshit measurement. Price growth doesn’t gauge whether the company will be alive or dead in 5, 10, or 15 years. It doesn’t gauge whether a CEO is willing to put a product line on a funeral pyre so a new one can grow in it’s place. Most importantly, it doesn’t gauge whether a company’s sales pipeline is organically growing or not in any form.

When you focus on just pleasing the cacaphony of shareholders, you get hung up on driving earnings up at all costs. This is the price a public company faces.

When you focus on just driving earnings up at all costs, you get hung up on driving numbers that may well not be in line with the long-term goals of your company. This is the price a public company faces.

Build great products and services. Kick ass. Take names. Watch customers buy your tools to solve their problems. When shareholders with no immediate concern for your company other than how you’ll pad their wallet come knocking, as long as you’re making a profit, invest that cash in future growth for your company, and tell them you’re too busy building great things to talk.

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