惠普新年遭遇老问题

    这些就是薪酬方面的情况。然而，业绩呢？真的有必要进行这样的股票期权安排来吸引惠特曼出任首席执行官，并激励她做好本职工作吗？除了能激励她维持股价不再下跌，看不出这怎么能激励她在本职工作上拿出什么不凡的表现来。

    时机就是一切。兰恩的运气也不差。兰恩在惠普董事会任职（并作为董事长）、但尚未出任惠普执行董事长前，惠普的股价跌了45%。但是，尽管他在董事会任职期间惠普业绩糟糕，兰恩成为执行董事长时还是获得了100万股股票期权，行权要求与惠特曼类似。这意味着什么？他受到的激励是惠特曼的一半还多。对于一个执行董事长，这样的薪酬只能用高得离谱来形容。

    今年将再度对高管薪酬进行投票的一些股东将会考虑，【苹果公司（Apple）2012年股东委托书上所显示的】董事“薪酬话语权”计划能否在未来解决这些弊病。

董事身兼数职，分身乏术

    惠普董事会的人员流动率一向很高，今年也不例外。选择既有时间、又有能力做好董事会工作的人，对于任何一个董事会都非常重要。惠普的股东委托书称：董事“兼任的上市公司董事会”数量应有限制，以便董事能够根据个人的具体情况、负责任地履行所有董事职责。”

    好的董事会应遵循怎样的普遍准则？现任首席执行官最多只能兼任一项外部董事会职务，已从全职高管职务退休的董事会成员最多也只能兼任4家董事会的职务。如果担任董事会主席或首席独立董事，或者如果董事经营的公司或担任董事会职务的公司需要特别关注，需要进一步减少兼任的董事会数量。

    无论怎么看，惠普也应归为“需要关注”之类。去年，惠普董事会没有交出漂亮的业绩，需要有经董事会审查和批准的明确战略。但考虑到惠普目前的战略以及惠普需要董事会投入的关注，一些候选董事看来根本不符合要求。

    惠特曼在三家外部董事会任职，分别是宝洁（P&G）、租车服务公司Zipcar和移动本地商务服务公司Zaarly。惠普的一位发言人称，所有这些“都是在她同意担任惠普总裁兼首席执行官之前……就已经承担的职务”。但事实上，惠特曼出任惠普首席执行官一个月后才加入了Zaarly董事会。

    惠普发言人称，惠特曼认为，她在外部董事会的任职是有价值的，并“计划继续承担所有这些外部董事会职务，只要不影响她在惠普的工作”。

    How much is this payday worth? Once the 40% hurdle is cleared, this bonanza will be worth $18 million. If the stock price rises to the average five-year price, it will be worth over $34 million.

    That's pay. But where's the performance? Was this stock option arrangement really necessary to entice Whitman to the CEO spot and motivate her to perform her job? Other than a motivation to not sink the stock again, how does it motivate her to make a real difference over that which she can control?

    Timing is everything -- and Lane has suffered similar good fortune. HP's stock price was down by 45% during Lane's tenure as a board member (and as chair) before he assumed the executive chair position. Yet despite HP's poor performance during his earlier tenure, he was awarded an option to purchase 1 million shares when he became executive chair, with similar vesting requirements as Whitman's. What does this mean? He'll get a haul that is more than half of Whitman's. Such pay can only be described as stratospheric for an executive chair.

    Some shareholders, who are voting again on executive pay this year, will be considering whether a director "say on pay" proposal (as appears on Apple's (AAPL) 2012 proxy) could address these concerns in future years.

A board that's spread too thin

    HP has had significant turnover on its board, and this year is no exception. For any board, selecting the right members with the time and talent to do the job well is critically important. Directors' "service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties," the HP proxy says.

    What are the general guidelines good boards follow? At most, sitting CEOs should sit on one outside board and board members who have retired from full time executive duties should sit on a maximum of four boards. If the director is the chair or lead independent director, or if the director runs a company or sits on the board of a company that needs particular attention, they should sit on even fewer boards.

    HP would, by most any measure, fit in the "needs attention" category. HP's board did not turn in a stellar performance last year and the company is in need of a clearly articulated strategy that the board has adequately vetted and approved. But taking into account the stated HP policy and the attention HP needs from its board, some members up for election don't appear to qualify.

    Whitman sits on three outside boards -- P&G (PG), Zipcar (ZIP), and Zaarly -- all of which "she committed to serve on … before she agreed to become HP's president and CEO," according to an HP spokesperson. But Whitman didn't actually join Zaarly's board until over a month after her tenure as CEO had already begun.

    Whitman finds her outside board service to be of value and "plans to honor all of her outside board commitments as long as they do not interfere with her obligations to lead HP," HP's spokesperson says.