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Are two CEOs one too many?

On the corporate battlefield, conventional wisdom has long echoed Napoleon's leadership maxim: better one mediocre general than two brilliant ones, But a flurry of mega-mergers has companies rethinking the concept of a shared CEO chair, Can a co-CEO structure work? Or will it inevitably disrupt corporate balance and fuel dissension in the ranks - and at the top?

In 1989, when Mads Ovlisen, CEO of Novo Industri, decided to merge his firm with Nordisk Gentofte, he knew that marrying the two Denmark-based companies - former archrivals in the competitive biotech health care industry - would require a delicate touch. "It was essential that the merger not be perceived as a takeover, but rather as a true merger of equals," explains Ovlisen. "Otherwise a lot of people would leave the company and the advantage we would get from the merger would disappear."

Ovlisen and Henry Brennum, his counterpart at Nordisk, saw adopting a co-CEO structure as the solution. "We felt the best way to preserve what was best in both companies was to demonstrate that you could indeed share the helm," recalls Ovlisen, who has reigned solo since Brennum passed away in 1993. "Most people told us it wouldn't work. But because we both believed so much in the rationale of the new company and respected what the other had done, it actually worked very well."

At the time, a corporate entity with two heads was anathema to the business world, widely reviled as the grotesque offspring of an unnatural union. And even today, despite role-model success stories like Novo Nordisk's and a recent rash of merger-prompted co-CEO arrangements, mentioning the dual CEO concept brings shudders of aversion and predictions of a swift demise. "It's a terrible idea," says Bill White, former CEO of Bell & Howell and now a professor at Northwestern University. "You have two people coming from different directions, and that presents a whole mess of problems. You're likely to end up with a power struggle that will divide the company. And it's hard enough for a board to evaluate and manage one top executive - with two it gets even more cloudy."

Veterans of a co-CEO post are equally harsh. "When boards accept a co-CEO structure between executives who hardly know one another, they're buying a pig in a poke with heavy odds against success," asserts Ralph Saul. After the 1982 merger of INA Corp. and Connecticut General, Saul shared CIGNA's CEO seat with Robert Kilpatrick. "It's naive to think that two strong-willed executives who barely know one another can be thrust together and work harmoniously."

Firsthand experience also soured Al Beedie, Jr., founder of the computer consulting firm Technology Solutions, on the concept. "It was my idea and it didn't work for me," says Beedie, who tapped Melvyn Bergstein as his co-CEO in 1992, after his company went public. "I thought we could build off of the strengths of two people more effectively than we could build off of the strengths of one. What I didn't realize then is that when you create a co-CEO structure you are basically defying human nature. We polarized the company and it was a disaster."

Even Goldman Sachs, a company with a proven track record of shared leadership that began with the co-stewardship of John Whitehead and John Weinberg more than 20 years ago, recently faltered with the structure. Last month's announcement that co-CEO Jon Corzine would be stepping aside had industry insiders speculating about a power struggle inside the 120-year-old partnership, which is poised to go public this summer.

Historically, the co-CEO structure clearly has a dubious track record. Yet companies continue to tinker with the concept. The past year alone brought the announcement of a number of high-profile power sharing structures, including co-CEO roles for Citigroup's John Reed and Sandy Weill, Monsanto and American Home Products' Robert Shapiro and John Stafford, GTE and Bell Atlantic's Ivan Seidenberg and Charles Lee, and Charles Schwab's Charles Schwab and David Pottruck.

With prospects of success so grim, why so many attempts to breed a healthy two-headed behemoth? For one thing, the concept looks good on paper. In theory, sharing the CEO chair should leave both leaders sitting pretty, blending complementary skill sets and experience and easing the strain of overwhelming responsibility. In practice, it's not that simple. As critics of the dual CEO structure are quick to point out, failures outnumber success stories by far.

Yet, while far from common, co-CEO structures are in place and holding steady at a handful of firms, including Ralston Purina, IT company Sapient, packaging firm ACX Coors, and entertainment retailer J&R Music World. What makes the concept viable for some and a recipe for disaster for others?


Critics of shared leadership roles are quick to point out that many of the newer dual CEO arrangements are post-merger management structures, and therefore likely to be shortlived. "It's normally an interim measure done when you're bringing together two companies to get over the hurdle of resistance that one CEO or the other might effect," says John Gutfreund, president of Gutfreund & Co. and former CEO of Salomon Brothers. "It's a compromise you make to effect the merger on the greater good theory, which I don't believe in. I don't see co-CEOs as a long-term solution for anybody."

In merger scenarios, talk of dividing the role so that the new entity can benefit from the capabilities of two experienced leaders is seen as a flimsy veil for the real goal--pushing a deal through. "Many times it's impossible to do the merger unless you satisfy egos," points out White, who predicts a one-year average lifespan for most post-merger co-CEO arrangements. "You could argue that the boards are not willing to name one CEO, but it's bigger than that. Let's face it, the two CEOs of the merging companies have a lot of influence as to whether the deal goes through, so how they view what's going to happen is critical."

This was precisely the scenario at Cigna, reports Saul, who opted to resign from his co-CEO post within one year of the merger. "Only a power sharing arrangement would get the deal done," he says. "Despite the strategic fit between our companies, neither wished to be acquired and neither of us was willing to give up the CEO role. There were other reasons for the structure - to facilitate the merger and to ensure that the interests of our employees were represented - but ego and ambition primarily drove our decision."

What's in store for the current crop of merger-prompted co-CEO roles? While John Reed and Sandy Weill remain in place as co-chairmen and co-CEOs of the newly formed Citigroup, a similar arrangement within the brokerage, insurance, and banking business recently fell by the wayside when a restructuring sent Jamie Dimon, Citigroup president and co-CEO of Salomon Smith Barney, packing. A highly placed executive within Citigroup predicts a similar fate for the Reed-Weill partnership. "One year from now, there will be very few co titles in that company, including John and Sandy," he says. "Two years from now they may even put a rule in place that says we will never do co-CEOs again. Naming co-CEOs is the worst thing to do in a merger. It has the reverse effect of creating teamwork. It allows people to line up on separate sides instead of forcing one culture. It's very painful for everyone involved."

Not always, counters Bill Gladstone, who shared the co-CEO title with Ray Groves for two years at Ernst & Young, after Ernst & Whinney and Arthur Young joined forces in 1989. "If you have the right relationships and confidence in the other person's views and positions, it can be done," says Gladstone, who says that a company with co-CEOs can thrive when circumstances are right. "You need to have two people with a clear mutual understanding about how you should move the firm ahead and who will sublimate their egos to a certain extent. I wouldn't shy away from co-CEOs just because some people say it can't be done. It can be done; it depends on the people involved."


At Ralston Purina, Sapient, and ACX Technologies, all of which have co-CEO leadership structures, the people involved have a lengthy tenure with the company, as well as clearly defined areas of expertise. But as with all complex corporations, each situation has unique facets. Patrick McGinnis and J. Patrick Mulcahy, both of whom have been with Ralston Purina for more than 25 years, have shared the CEO title since October of 1997. "I have my doubts about the concept as a whole, but it's really worked wonderfully," says John Biggs, CEO of TIAA-CREF and a member of Ralston Purina's board. "All the pieces were there to make it work - the personalities of the individuals, the fact that they had separate domains, and both grew up in the business and knew it very well."

Having an arbitrator in place doesn't hurt, Biggs adds. "[Ralston Chairman] Bill Stiritz is kind of a mentor to both Pats. He's retired and not meddling with the company, but if the two guys really had a difference, they could go to Bill - that's a valuable escape valve."

For Sapient's Jerry Greenberg and J. Stuart Moore, who co-founded. the company in 1991 and have been its co-CEOs ever since, the potential for an impasse became an issue when the company incorporated. "Our lawyers said we should have a tie-breaking structure," says Greenberg, who still shares an office with Moore. "So we created a process we could invoke in the event that we didn't agree where three people would hear the argument and make a binding solution. It was never used. Most people have forgotten we even have that structure."

In addition to shared vision, good communication, and clearly delineated responsibilities, Greenberg credits Sapient's success with a co-CEO structure partly to the shared experience of launching a business. "We'd put everything we had personally into it, so we had to depend on each other," he explains, noting that the structure evolved as the company grew into the $90 million firm it is today. "When we first started we had no clients, so we equally split a whole lot of nothing. When we gained some success, we split along client lines. Today, I have responsibility for selling and marketing, finance, and infrastructure, and Stuart has responsibility for overall project delivery, execution for clients, and people functions. We rotate our responsibilities from time to time."


For ACX Technologies, where Joe and Jeff Coors have shared the co-CEO role since their company spun off from Adolf Coors in 1992, the structure began because "neither Jeff nor I wanted to be the boss of the other," says Joe Coors, who sees being the fourth generation of the Coors family as helping the duo stay in sync. "At the time, one of our board members, who had been with Bechtel during a three-person top management structure that didn't work well, was very concerned. I think it's the chemistry of the individuals and whether they are aligned around the same values that makes it work or not work. With us, the blood bond is something special. We have a stewardship responsibility for the family trust; I don't know that I could do it with an outsider."

Some suggest that efforts toward dual leadership are a product of the times - the complexity and speed required to manage global competition and technological change, while satisfying investors' steep expectations, are becoming too much for one person to handle. A co-CEO arrangement, the argument goes, can ease the strain. "The co-CEO is a variant of the concept of the office of the president, which was created to recognize that modern organizations were very complex and may have outgrown a single hand," says Raymond Miles, professor emeritus at the University of California. "If you go down into an organization, everybody agrees that having self managing teams expected to share leadership and engage in self governance is the way to tap the full resources of an organization. If that argument holds at the lower level, why doesn't it hold at the top?"

In the worst of cases, divvying up responsibilities between two leaders can spark a divisive power struggle within the firm. But what's the payoff when a co-CEO structure works? At Sapient, the plus side is having two CEOs with complementary skill sets. "Stuart has more of a technology background; I have more of a consulting and marketing background," says Greenberg. "In our business, it was important to marry those two different disciplines at an equal level in the organization."

For the Coors brothers, dual stewardship set the tone for collaboration throughout ACX. "We get more informed decision making than we would as individual CEOs," says Joe Coors. "And that's bred a more participative environment where our people appreciate that their input is important."

Naysayers dismiss such gains as negligible - and not worth the risks associated with a failed attempt. "You have to ask the question: Do you need co-CEOs for that?" says the Citigroup executive. "Why can't you have a great team of smart talented people and one CEO? The pros you can get in other ways; the cons you will definitely get with co-CEOs. Introducing co-leadership positions is dealing with the devil, and it's fraught with problems. It might work in very isolated instances, but it's a big mistake to view it as a new management tool."

Or is it? Statistically, co-CEO structures remain a rare breed. Yet enough have surfaced in recent years to suggest that companies are reexamining the structure's potential - and that more co-CEO posts may be on the horizon. "The big question is whether what we're seeing is primarily a result of mergers or a rebirth of the idea that the job would benefit from multiple minds." says Miles. "After all, finding a way to tap the know-how and capabilities of as many people as possible is what the future is going to be about."





Sanford Weill John Reed


Sandy Weill and John Reed took on the joint posts of chairman and CEO when Travelers acquired Citicorp in early '98.


"They got carried away," says a source within the company. "Just because it's good for John and Sandy doesn't mean it works for the rest of the organization. If the organization is confused and befuddled - and parts of it are - it's not working."


Technology Solutions


Al Beedie, Jr. Melvyn Bergstein


After Technology Solutions went public in 1991 valued at $300 million, Beedie decided to bring in a co-CEO. By 1992, the company was faltering and the stock had plummeted from $28 to $18. In 1993, the board asked both CEOs to resign.


"In hindsight I was very naive," says Beedie, who had founded the firm. "I let Mel bring in a lot of people he'd worked with at Andersen. People aligned with me and people aligned with Mel, and it was very divisive. With all the intrigue going on, people were dealing with political ramifications rather than focusing on business."


ACX Technologies


Joe Coors, Jr. Jeff Coors


Since spinning off ACX from Adolf Coors Co. in 1992, the Coors brothers have held the joint posts of president and CEO.


"I think the relationship has grown and strengthened," says Joe Coors. "We complement each other. Jeff is deliberate and thoughtful; I'm a bit more spontaneous."




Mads Ovlisen Henry Brennum


After two former competitors merged in 1989, Ovlisen and Brennum shared the CEO chair harmoniously for three years.


"We did not make a formal division of our jobs," says Ovlisen. "We said it is one job shared by two. Whomever you ask for a decision will give you a decision. It's a matter of mutual trust, and people who are sincere about what they're doing. If we had been in an organization of smiling cynics, it would have been difficult for us."


Time Warner


Steve Ross Richard Munro


A 1989 merger made Ross and Munro joint chairmen and CEOs. After Munro retired, Nick Nicholas, his No. 2, was tapped for the co-CEO role and to succeed Ross. Instead Nicholas was fired.


"It blew the company apart," says an industry observer. "There was a big political battle, and everyone would tell you it set the company back."




Robert Kilpatrick Ralph Saul


Despite a sell-by date that had Saul retiring two years after the 1982 merger of INA Corp. and Connecticut General, the co-CEO arrangement situation at newly hatched Cigna barely lasted a year.


"When pre-merger euphoria wore off, our differences began to emerge," reports Saul. "One of our board members warned me that in business there are no 'marriages made in heaven.' How right he was! We found board issues especially difficult. Board members would communicate with their former CEO to offer advice on the merger or comment on the new management team."


Ralston Purina


Patrick McGinnis Patrick Mulcahy


On Bill Stiritz's retirement in October of 1997, Ralston Purina replaced him with the company's current co-CEOs.


"They work well together," says John Biggs, CEO of TIAA-CREF and a member of Ralston Purina's board. "Pat Mulcahy runs the battery company, and Pat McGinnis runs the pet food company, so while they've got to agree on companywide decisions, to some degree they each have their own area, their own staff people."


Kaiser/Group Health


Then-CEO of Virginia Mason Then-CEO of Group Health Cooperative


In the merger of Virginia Mason and Group Health Cooperative in 1996, a co-CEO structure was debated.


"I think the concept is workable, but it's very personality driven - you need less of an ego than many CEOs have," says Phil Noodleman, chairman of Kaiser/Group Health, who called CE at the time to ask about other companies that had tried a co-CEO arrangement. "We were confident that the two individuals in question could have handled it, but we were concerned about succession. The major problem we saw was not being able to anticipate the personalities of the future leaders."
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Author:Pellet, Jennifer
Publication:Chief Executive (U.S.)
Date:Jan 1, 1999
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