HP, Compaq CEOs reject $22 million in merger bonuses

By Michael Liedke, The Associated Press
Saturday November 17, 2001

SAN FRANCISCO — Facing a potential shareholder revolt against the proposed marriage of their companies, Hewlett Packard Co. CEO Carly Fiorina and Compaq Computer Corp. CEO Michael Capellas have withdrawn from a bonus program that would have paid them $22.4 million for completing the merger. 

Fiorina would have received $8 million, or two times her annual salary and target bonus, upon completion of the deal, according to a merger prospectus filed Thursday with the Securities and Exchange Commission. Capellas would have been paid $14.4 million — three times his annual compensation package. 

The documents didn’t explain why the CEOs turned down the offers from their respective boards of directors. Both CEOs wanted to avoid the appearance of potential conflicts of interest, according to company officials. 

The disclosure of their decision comes at a time when both companies are fighting to hold together the $23.7 billion deal amid opposition from some family members of HP’s founders, William Hewlett and David Packard. 

The family members, who are major HP shareholders, are trying to rally more opposition to the deal, much to the dismay of Fiorina and Capellas. 

Other key HP and Compaq executives would collect huge paychecks if HP fulfills its goal of taking over Compaq by June 30. 

Ten HP executives would receive a total of $33.1 million during 2002 and 2003, according to the SEC filing. 

Palo Alto-based HP also would award new contracts granting raises to six of its executives, including Fiorina. In addition, HP would pay an unspecified number of other key employees bonuses equal to 50 percent of their annual salaries and bonuses if the deal is completed, according to the SEC documents. 

An unspecified number of Compaq executives would be paid a total of $22.4 million if they remain with the combined company through the first anniversary of the deal. 

Although he turned down the merger bonus, Capellas would receive a $14.4 million severance payment if he loses his job during the first year after the deal closes, the SEC filing said. 

Besides outlining the financial interest of key executives in the deal, Thursday’s filing also provides details about the events leading to the endorsement of the merger in September by the companies’ boards. 

Concerned about tougher competition, HP began exploring potential takeover candidates in 1999 and first considered a marriage with Houston-based Compaq then, according to the SEC documents. Early this year, HP hired business consultants McKinsey & Co. to assist in its quest. 

The Compaq talks grew serious in June after Fiorina contacted Capellas about Compaq’s potential interest in licensing HP’s UNIX operating system, according to the filing. Capellas broached the idea of a broader relationship, triggering more than two months of back and forth negotiations, according to the documents. 

The deal nearly fell apart Aug. 5 when Compaq instructed Capellas to halt the talks, based on the offer at that time. At an Aug. 6 meeting, though, HP’s board concluded a Compaq takeover still represented the company’s best option and advised Fiorina to continue pursuing the deal, the documents said. 

The two sides cleared up their differences in an Aug. 10 meeting, clearing the way for the companies to return to the negotiating table. 

HP and Compaq also used the prospectus to restate the reasons why the two technology giants are better off together. The companies said the deal would boost the combined entity’s operating profit by $2.5 billion by April 2004. 

If the companies had been united in the current fiscal year, they would have lost $614 million on revenue of $62.6 billion during the nine months ended July 31, according to the SEC documents.