Steve Jobs: Nobody Loves Me
William P. Barrett, 04.23.09, 05:00 PM EDTForbes Magazine dated May 11, 2009
Steve Jobs, adulated gadget hero, was feeling underappreciated not too long ago.
Steve Jobs, the man rolling out iPods, iPhones and cool computers to millions of adoring customers, once felt he wasn't getting enough respect--from his own board of directors. That, at least, was what he told the Securities & Exchange Commission while explaining his actions in the Apple option-backdating scandal that broke in 2006. The scandal, which was part of what caused Apple then to take an $84 million earnings writedown, raised questions about whether Jobs had helped set advantageous grant dates for options for himself and other executives.
The secretive Jobs, 54, who was treated in 2004 for pancreatic cancer, has been out since January on a medical leave originally attributed to a hormone imbalance. Questions about his health and ability to return full-time--in June, Apple ( AAPL - news - people ) says--occasion much Silicon Valley gossip, especially among investors who consider him the main reason for the company's 1,000% stock rise since 2001.
sec lawyers grilled Jobs last year as part of a backdating lawsuit against Nancy R. Heinen, Apple's ex-general counsel and Jobs' longtime colleague. Without admitting anything, she paid $2.2 million to settle charges that she had backdated option grants for Jobs, herself and others, and ginned up bogus paperwork to hide the backdating, including minutes of a nonexistent Apple board meeting.
After a Freedom of Information Act battle, this magazine got a copy of Jobs' sworn examination. (Although Jobs and Apple were part of a separate shareholders derivative suit settled for $14 million, both avoided litigation.) The 119-page deposition, taken on Mar. 18, 2008 at Apple's Cupertino, California headquarters, offers a rare look at Jobs.
At some point in 2001 Jobs went to his board and asked for a big option grant. In the deposition Jobs said he had simply wanted a pat on the back. "It wasn't so much about the money," The Forbes 400 member told an sec lawyer. "Everybody likes to be recognized by his peers. … I felt that the board wasn't really doing the same with me." With all of his prior stock options underwater from the dot-com bust, "I just felt like there is nobody looking out for me here, you know. … So I wanted them to do something, and so we talked about it. … I thought I was doing a pretty good job."
Wouldn't it have been nice, he was thinking, if the board had come to him and said, "'Steve, we got this new grant for you,' without me having to suggest anything or be involved in anything or negotiate anything. … It would have made me feel better at the time."
Jobs testified that the board had approved an option on 7.5 million shares at an August 2001 meeting, when the share price was $17.83, but that he had continued to argue with directors about whether the options should vest immediately or over a staggered schedule. The debate helped cause Apple to miss deadlines for filing notifications with the sec and its own auditors.
On Dec. 18, 2001, according to the sec, Jobs and the Apple board finalized the terms of the grant to Jobs. Apple's price (not adjusted for subsequent splits) was now $21.01, but, the sec said, the grant was backdated to Oct. 19, when the share price was $18.30. The earlier date put him $20 million ahead. Jobs later swapped the options for restricted stock of lesser value.
After the Dec. 18 action, the sec said, minutes of the Aug. 29 meeting were doctored to say the board hadn't yet okayed anything, and then minutes were created of a phantom Oct. 19 meeting approving the grant that day. The sec suggested that date had been picked because the stock price was close to Aug. 29's. Jobs testified he hadn't ordered any paperwork fabrication--which Heinen specifically denied doing, although much of it bore her name--and hadn't even learned about the sketchy board meeting until years later when the scandal surfaced.
Backdating an option is not illegal, but failing to disclose it can constitute securities fraud. There are also adverse tax consequences from a federal law requiring that big executive compensation be performance-based, which the awarding of in-the-money options would not be. Asked if the Apple board discussed option accounting treatment around this time, Jobs answered, "None that I recall."
He said an earlier 2001 grant to other Apple executives of 4.8 million options--also backdated--had been needed to retain top talent. "I was very concerned because Michael Dell ( DELL - news - people ), one of our chief competitors, had flown Fred Anderson, our CFO, down to Austin … to try and recruit him," Job testified. He said other Apple executives were also being wooed. Sued by the sec with Heinen in 2007, Anderson paid $3.3 million to settle, also admitting nothing. In a statement then, his lawyer said Jobs knew more about the backdating than he and Apple had let on. (Anderson is now a managing director at private equity firm Elevation Partners, which has a stake in Forbes Media.)
Jobs was not asked directly about the Anderson statement at the deposition. He acknowledged Heinen had sent an e-mail on Feb. 1, 2001, when Apple shares closed at $21.13, saying, "Steve agreed to go with Jan. 17," when the price was $16.81. That $4.32 swing put $20 million into the pockets of Apple executives. Jobs testified he had wanted to issue the options in early January, when the shares were trading at $14.88, but delayed because buzz from the upcoming Macworld Expo on Jan. 9 might bump up the stock price and he wanted to avoid criticism. Jobs said his "guess" was that Jan. 17 had been chosen because it was closer to the pre-Macworld price.
Overall, Jobs depicted himself as a bit of a rube when it came to accounting. Asked if he had a "general understanding" about Generally Accepted Accounting Principles, he answered, "Not really." To many questions Jobs simply responded he didn't know or couldn't recall. One hint about his health came near the start, when the sec lawyer said he had been told Jobs was "not feeling well." Replied Jobs, "I'm fine." At the end, told that the three-hour deposition was over, Jobs said, "Thanks. Thank you. My body thanks you."
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