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.”
The SEC did file complaints against Apple’s former chief financial officer Fred Anderson, who
was on the board, and general counsel Nancy Heinen. Anderson, a retired Air Force captain with a
square jaw and deep integrity, had been a wise and calming influence at Apple, where he was
known for his ability to control Jobs’s tantrums. He was cited by the SEC only for “negligence”
regarding the paperwork for one set of the grants (not the ones that went to Jobs), and the SEC
allowed him to continue to serve on corporate boards. Nevertheless he ended up resigning from
the Apple board.
Anderson thought he had been made a scapegoat. When he settled with the SEC, his lawyer
issued a statement that cast some of the blame on Jobs. It said that Anderson had “cautioned Mr.
Jobs that the executive team grant would have to be priced on the date of the actual board
agreement or there could be an accounting charge,” and that Jobs replied “that the board had given
its prior approval.”
Heinen, who initially fought the charges against her, ended up settling and paying a $2.2
million fine, without admitting or denying any wrongdoing. Likewise the company itself settled a
shareholders’ lawsuit by agreeing to pay $14 million in damages.
“Rarely have so many avoidable problems been created by one man’s obsession with his own
image,” Joe Nocera wrote in the
New York Times
. “Then again, this is Steve Jobs we’re talking
about.” Contemptuous of rules and regulations, he created a climate that made it hard for someone
like Heinen to buck his wishes. At times, great creativity occurred. But people around him could
pay a price. On compensation issues in particular, the difficulty of defying his whims drove some
good people to make some bad mistakes.
The compensation issue in some ways echoed Jobs’s parking quirk. He refused such trappings
as having a “Reserved for CEO” spot, but he assumed for himself the right to park in the
handicapped spaces. He wanted to be seen (both by himself and by others) as someone willing to
work for $1 a year, but he also wanted to have huge stock grants bestowed upon him. Jangling
inside him were the contradictions of a counterculture rebel turned business entrepreneur,
someone who wanted to believe that he had turned on and tuned in without having sold out and
cashed in.
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