Steve Jobs полностью

Making matters worse was a June 2001 cover story in Fortune about overcompensated CEOs, “The 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 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,” 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.”