Boeing Board of Directors, the club, bad stock to own
In Boeing’s case, I asked Nell Minow, of GMI Ratings, an independent research company, and an expert on corporate governance.
“Boeing has poor corporate governance, most notably a board that repeatedly approves an executive-compensation plan that fails to impose meaningful consequences for failure to perform,” she said.
Indeed, McNerny never suffered a financial penalty as the Dreamliner endured repeated, costly delays and became a case study in how not to outsource a revolutionary new airplane.
Minow told me that if board members wanted to signal they are on top of the crisis, “they will have to take immediate steps: Adding a new director with expertise in engineering and operations, setting up an independent board committee to evaluate the aircraft thoroughly and determine that all problems have been identified...”
In addition, the board should independently investigate the failures in communication and testing, “improving the alignment of pay and performance throughout the company. They should also designate one or more directors to meet with shareholders to answer their questions,” she said.
None of this has happened. Instead, last week Chief Financial Officer Greg Smith stated that the earnings forecast, “assumes no significant financial impact resulting from the FAA directive on the 787 program.” He left the door open to the possibility. “If this assumption changes after we have gained greater fidelity, we will let you know,” Smith told analysts and reporters.
The board is filled with heavy-hitters.
Among its members: Reagan chief of staff and uber-schmoozer Ken Duberstein; retired Admiral Edmund Giambastiani (a former vice chairman of the Joint Chiefs of Staff); and former U.S. Trade Representative Susan Schwab;
Nor is the board lacking in business expertise. David Calhoun is chief executive of Nielsen Holdings. It has four former CEOs: Lawrence Kellner (Continental Airlines), Arthur Collins (Medtronic), Ron Williams (Aetna) and Mike Zafirovski (Nortel). Linda Cook was a senior executive at Royal Dutch Shell.
Boeing’s board even has a man experienced in crisis management and its perils: Ed Liddy. He was picked by then-Treasury Secretary Hank Paulson to run AIG as the financial crisis was turning into panic. Although Liddy took a token $1 salary (plus expenses), the insurer was bailed out with $84 billion in taxpayer money.
He defended a lavish company retreat at the St. Regis Resort in California. He presided over $165 million in bonuses handed out to employees at a company that nearly pushed the world economy into a depression.
McNerney, Calhoun and Zafirovski all come out of high positions at General Electric, where McNerney was the runner-up to succeed Jack Welch as chief executive.
Taken together, it’s a cozy board largely of elite professional managers and political movers. The risk of living in a bubble is significant. There’s no shareholder activist. No union member. No cantankerous John Smale to ask tough questions and demand change. Not one aircraft engineer.
The latter is no cure-all: Phil Condit, who moved the headquarters from Seattle to Chicago and underestimated the Airbus threat among other blunders, was an engineer.
He served as Boeing’s chairman and chief executive from 1996 until he was forced out in a scandal involving bidding for the Air Force tanker in 2003.
It was also the last time this weak board showed any spine. CEO McNerNey stands behind the 787, because he sure is not going to fly on one for the new potential test fail. Besides with his 22 million fully funded retirement plan, he needs to steal the workers pension, after all they took less pay up front for a better pension at retirement, he needs that money for his next Bonus. The government wants him to pay 1.5 in pension underfunding and it just is not what the man on top would like to do RONA.