Thread

Automattic has a new board after failed attempt to put CEO on leave

148 points · 194 comments · ilamont

flerchin · 1790439254 · focus · HN ↗
It says he has 84% of the voting shares. Is there any possible way that the board could have been successful? Regardless of Mullenberg, (and I know he's controversial) a coup that is pre-ordained to fail seems like value destroying negligence.
1. jordanb · 1790439445 · focus · HN ↗
  They could have known they wouldn't succeed but they could have decided their fiduciary duty requires them to either try or resign.
  1. hoten · 1790439645 · focus · HN ↗
    Didn't they craft themselves a nice golden parachute if fired? Then proceeded to kick off events that would guarantee their dismissal?
    That's less fiduciary duty and more hacking a payday.
    collingreen · 1790440628 · focus · HN ↗
    Getting out of a toxic job while failing up. Business can be strange sometimes.
    throw0101a · 1790441061 · focus · HN ↗
    > That's less fiduciary duty and more hacking a payday.
    A large golden parachute for firing a board member could be a disincentive mechanism to do it: a 'poison pill' of a kind.
    * <a href="https://en.wikipedia.org/wiki/Shareholder_rights_plan" rel="nofollow">https://en.wikipedia.org/wiki/Shareholder_rights_plan
    They could have felt they were doing the right thing, and making a public statement of the situation, but knew it was a bit of a kamikaze tactic and so made it more painful for when the eventual backlash occurs.
    fwipsy · 1790442645 · focus · HN ↗
    Regardless of intent, if true (haven't verified myself) it seems like a hell of a perverse incentive.
    throw0101a · 1790454275 · focus · HN ↗
    IMHO so it tying CEO pay to stock price. Unless the options/cash-out is delayed for 5+ years after they leave the position, they can 'juke the stats' in the short-term while leaving the company in a bad place long-term (obligatory Boeing-being-run-by-MBAs reference).
    awb · 1790457820 · focus · HN ↗
    If it was a poison pill then why make the severance $8M instead of the majority (or all) of the value of the company?
  2. doikor · 1790439729 · focus · HN ↗
    Yeah the minority share holders can’t sue them for not trying to do their job even if it lead to them getting fired. (They could have quit too)
    If they truly believe the CEO was destroying the company/its value.
  3. flerchin · 1790525473 · focus · HN ↗
    Yeah if they know they can't succeed, then imo they have a fiduciary duty to not try. Which only leaves resigning.

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