So the proxy battle of the century appears to be over. Carly Fiorina won. Walter Hewlett lost. The jazzy, boardroom-smart CEO of Hewlett-Packard will get her wish, and the hoary old Silicon Valley legend will gobble up Compaq, forming a $20 billion monster that will do battle with Dell and IBM. It will be years before anyone can judge whether this is a brilliant move or just a mindless "What the hell else are we gonna do?" attempt to boost HP's sagging stock price. I tend to think it'll be the latter, but then, I'm not an investment banker or HP executive who stands to make millions off the deal if it goes through.
I do, however, have strong feelings about what was at stake in this battle. I grew up about two blocks from HP's Cupertino campus, which was sited in the middle of an old apricot orchard, and my uncle worked for the company for over 20 years. I heard stories of Friday beer bashes and free donuts and coffee; everyone I knew who worked there seemed to love their work -- they couldn't say "HP" without throwing their shoulders back a little bit and standing a little straighter.
As a kid, I used to ride my Stingray bicycle around in the HP parking lot, attracted by the mystery and wonder of what was going on behind those tinted-glass windows. It was not only the cool technology HP built that wowed me, but the sense that it was helping to build a better world. For an entire generation of Silicon Valley entrepreneurs, including Steve Jobs, who has often said that HP was the inspiration for the freewheeling corporate culture at Apple, HP represented the dream of a company that was not just fun to work for and treated its employees well, but which was built upon a foundation of loyalty, trust and community service. It was the embodiment of ethical capitalism. Indeed, it's hard not to contrast HP's proxy battle with the sorry unraveling of Enron, a company whose most deeply held ethical commitment seemed to be making sure the strippers were tipped generously before they left the party.
During the proxy fight, Fiorina's intelligence and commitment to pushing ahead with the $20 billion deal were impressive. Nevertheless, I was rooting for Hewlett all the way. In his day job, Hewlett runs the William & Flora Hewlett Foundation, the 19th largest foundation in the U.S., and has served on the HP board since 1987. It wasn't that I was convinced that his vision for HP was shrewder than Fiorina's (basically, Hewlett argued that HP should avoid the cutthroat PC business and focus on printers and related hardware). I mostly just liked the fact that a Silicon Valley native was speaking out against the reigning ethic of more, bigger, faster. Naturally, the pro-merger spin machine dismissed him as an "an academic and musician" (he has a Ph.D. in music and plays 10 instruments) who knows nothing about how to run a business.
Oddly, the real battleground in this deal was not the spreadsheets of the 21st century, but the Palo Alto garage where the company was founded in 1939. The garage was, as HP's pro-merger ads tirelessly reminded readers, the birthplace of Silicon Valley. To her credit, Fiorina has always understood the mythic power of HP's past. Not long after her arrival in 1999, HP started its "Back to the Garage" ad campaign -- a patently absurd notion for a company with 96,000 workers all over the world. But paying homage to the gods of the garage gave Fiorina some much-needed street cred, while also providing cover while she slashed jobs and reorganized the company.
During the proxy fight, Fiorina employed a similar strategy. Her pro-merger team brilliantly neutered Hewlett's emotional appeal by co-opting the iconography of the past -- for weeks leading up to the vote, you couldn't open the business pages without seeing pictures of Bill Hewlett and David Packard in their shirtsleeves, looking like primal geeks from the 1940s. Fiorina argued that her grow-fast-or-die strategy reflected the founders' true entrepreneurial spirit -- pro-merger ads quoted David Packard: "To remain static is to lose ground." The whole subtext of this battle, ostensibly about HP's future, in fact turned on one key question: "What would Bill and Dave think?"
Casting herself as the true heir of the HP Way was a tricky strategy for Fiorina to pull off -- not only because Bill and Dave were manly men, deer hunters, engineers and mountain climbers, while Fiorina, who has a Yorkshire terrier named Pooh Bear, is all corporate polish and saleswoman savvy. It was also tricky because the past doesn't usually carry a whole lot of weight in the high-tech industry -- you don't see Microsoft running many ads with a teenage Bill Gates and Paul Allen huddled around an old Altair. And it's especially difficult to argue that you're channeling the true spirit of the company founders while you're simultaneously dissing the co-founder's son.
Hewlett, of course, rarely spoke about the past. He didn't have to. He personified it. Indeed, if Hewlett were simply a rich 57-year-old academic with a few million shares of HP stock, this deal would have been a slam-dunk. As it was, he used his moral authority, as well as his millions, to lobby shareholders, to ask tough questions, and most important, to force controversial issues into public debate -- such as the proposal made at an HP board meeting for Fiorina and Compaq CEO Michael Capellas to receive a $115 million windfall if the merger went through. In effect, he acted as HP's corporate conscience. And now that he's lost the battle, it's unlikely he'll stick around for long. His spot on the newly merged HP-Compaq board will undoubtedly be taken by more of a team player, and pretty soon there will be no one left at HP with a sentimental connection to anything but the bottom line.
If nothing else, Hewlett's campaign demonstrated one reason why start-ups have such an advantage -- if a company is only 6 months old, there are no old-timers like Walter Hewlett around to cause trouble. When it comes to inventing the future, the past can be a real drag. But that doesn't mean it isn't worth remembering.
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