Pittsburgh Post-Gazette

Activist investor shook up companies

- By Laurence Arnold and Beth Jinks

Ralph Whitworth, an activist investor who forced leadership changes at Internatio­nal Business Machines Inc., Home Depot and other U.S. corporatio­ns with a hands-on approach he honed working with T. Boone Pickens, has died. He was 60.

Mr. Whitworth died Thursday at UC San Diego Medical Center, said David Batchelder, who co-founded Relational Investors LLC with him. Mr. Whitworth resigned as chairman of Hewlett-Packard Co. in July 2014 and took a leave of absence from his money-management firm to focus on his health. He later said he had HPV-related squamous cell carcinoma. The San Diego-based firm closed at the end of 2015.

When Hewlett-Packard named Mr. Whitworth to its board of directors in 2011 — amid complaints about its declining stock value, and after Mr. Whitworth had accumulate­d an almost 1 percent stake — the computer maker joined a list of companies that found it advisable to invite his strong opinions inside the tent.

A stickler on corporateg­overnance issues, he fought proxy battles from the outside or pushed on the inside — a type of activism known as relationsh­ip investing — to tie executive compensati­on to performanc­e, and for boards to be independen­t from management.

“We have become more sophistica­ted and refined at what we do as activist investors,” the Financial Times quoted him saying in 2008. “We don’t go and argue over strategy and the business plan.”

His critiques helped bring about the replacemen­t of chief executive officers John Akers at IBM, Robert Nardelli at Home Depot, Gary Forsee at Sprint Nextel Corp. and Jay Sidhu at Sovereign Bancorp Inc. As chairman of Waste Management Inc. from 1999 to 2004, Mr. Whitworth oversaw a turnaround at the Houstonbas­ed company after an accounting scandal.

BusinessWe­ek magazine, in 1993, called him “the Ross Perot of investor rights” for “his populist attacks on entrenched management.” In his aggressive public campaigns, he often was allied with institutio­nal investors, including the California Public Employees’ Retirement System, Calpers.

“He plays the role of the bad cop,” Richard H. Koppes, then-general counsel of Calpers, told BusinessWe­ek. “That allows us to be the good cop.”

Early in his career, Mr. Whitworth pushed for rule changes that helped make his later activism possible.

As head of the Pickensfou­nded United Shareholde­rs Associatio­n in 1990, he petitioned the U.S. Securities and Exchange Commission to overhaul proxy voting so shareholde­rs had more say in corporate affairs. In 1992, the SEC gave investors enhanced power to nominate and elect directors and required companies to be clearer in disclosing executive compensati­on.

“This gives us about 90 percent of what we expected,” Mr. Whitworth said at the time.

In 1996, Mr. Whitworth teamed with another Pickens protege, Mr. Batchelder, head of Batchelder & Partners Inc., to form Relational Investors, an activist fund targeting companies with lagging stock prices. Calpers invested $200 million.

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