By Ben White
Washington Post Staff Writer
Thursday, March
31, 2005; Page E01
Mark V. Hurd, who takes over tomorrow as chief executive of troubled computer
and printer maker Hewlett-Packard Co., is widely viewed as the antithesis of the
celebrity chief executive, a nuts-and-bolts manager with little interest in
grabbing headlines for himself. But judging by his new employment agreement, HP's board appears to view Hurd
as a superstar at least on par with the firm's formerly highflying chief
executive, Carly Fiorina. The board forced Fiorina out in February for not
fixing the company as quickly as it wanted. According to the employment agreement, Hurd will receive cash, stock and
perks worth at least $20 million for simply walking in the door at HP's Palo
Alto, Calif., headquarters. Paul Hodgson, senior analyst at the Corporate Library, a research
organization, called Hurd's deal a prime example of the kind of "golden hello"
package now commonly handed out by large public companies. "This is exactly the same kind of contract they made for Carly when she
started, and we saw what the result of that was," Hodgson said. "Hurd is getting
so much up front that is absolutely unrelated to his performance." Hurd's package includes a $2 million signing bonus, a $2.75 million cash
"relocation allowance," 1.15 million stock options valued by the company at $6.9
million and 400,000 restricted HP shares worth about $8 million. In addition to the relocation allowance, Hurd will also receive free housing
for a year and a four-year "mortgage interest subsidy." There will also be "no
limit on the weight of household goods" he chooses to ship to California,
according to the agreement. In addition, the contract calls for HP to reimburse Hurd for up to a 20
percent decline in the value of 850,184 shares he owns in the firm he is leaving
behind, Dayton, Ohio-based NCR Corp. In addition to the signing money, Hurd's contract calls for an annual salary
of $1.4 million, an annual bonus of at least $2.8 million and as much as $8.4
million, and long-term incentive payments of between $4.2 million and $12.6
million per year. HP spokeswoman Monica Sarkar said the long-term incentive
payments are not guaranteed. In the employment agreement, HP said 450,000 of the stock options, valued at
$2.7 million, and the 400,000 restricted shares were awarded "to make up for
compensation forfeited from" Hurd's previous employer. HP spokeswoman Sarkar
said the amounts were based on what Hurd was "leaving on the table" at NCR. NCR spokesman Jeff Dafler declined to say how much Hurd was giving up by
leaving but said the company would soon make a regulatory filing detailing the
terms of Hurd's departure. In a news conference yesterday introducing the new chief executive, HP
Chairman Patricia C. Dunn said Hurd "became the unanimous choice of our board
because of his strong execution skills, his proven ability to lead
top-performing teams and his track record of creating shareholder value." Dunn added, "Although NCR is smaller than HP, it is a complex global
organization with multiple business segments, and there Mark built a strong
leadership team, bolstered the position of NCR's product lines and improved
operating efficiencies." Lucian Bebchuk, a Harvard Law School professor and co-author of the recent
book "Pay Without Performance: The Unfulfilled Promise of Executive
Compensation," criticized Hurd's agreement with HP for being front-loaded with
cash and including provisions under which certain performance targets for 2005
and 2006 will be deemed as already achieved. He noted that in the section detailing the annual incentive payment, the
agreement says for the second half of fiscal 2005 and the first half fiscal 2006
"all performance goals will be deemed to have been achieved at target." The
long-term incentive portion of the agreement uses similar language. HP's Sarkar
said these provisions were inserted as an incentive for Hurd to join the
company. "Altogether this is a package where pay is large and much less linked to
performance than an initial read of the agreement might lead investors to
believe," Bebchuk said. Hewlett-Packard, of course, is far from alone in offering such a sumptuous
welcome package. Honeywell chief executive David M. Cote received a golden hello
valued at close to $60 million in 2002.