In early January in San Francisco, Hewlett-Packard board member Patricia Dunn sat across from Carly Fiorina and quietly read to her from...
SAN JOSE, Calif. — In early January in San Francisco, Hewlett-Packard board member Patricia Dunn sat across from Carly Fiorina and quietly read to her from a one-page analysis critiquing her performance as HP’s chief executive. The board’s eventual conclusion: The most powerful woman in corporate America needed to share power.
The confrontation, described by a person familiar with the events, ultimately resulted in Fiorina’s ouster Tuesday and Dunn’s appointment as HP’s new nonexecutive chairwoman and most visible public face.
Over the past seven months, Dunn, 51, led the board in methodically evaluating Fiorina’s track record, according to the person familiar with the situation. She then patiently helped persuade her fellow directors to make a unanimous decision for a radical change.
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Steady. Persistent. A cool hand. That’s how colleagues describe Dunn, who, like Fiorina, is a high-powered executive, but who has never achieved — nor apparently sought — Fiorina’s rock-star status. Although Fortune magazine has named her as one of the nation’s most powerful female executives, she rarely is photographed.
An HP board member since 1998, Dunn stepped down from her post as chief executive of Barclays Global Investors in 2002 to fight breast cancer and melanoma. When she recovered, she returned to Barclays in San Francisco as nonexecutive vice chairwoman.
“She is a fighter,” said one person close to HP.
Neither Dunn nor Fiorina was available for interviews Thursday.
Dunn, of Orinda, is married to Bill Jahnke, the former president of Wells Fargo Investment Advisors. The couple owns a winery in Australia.
The daughter of a showgirl and a vaudeville entertainer, Dunn grew up in Las Vegas. She attended the University of California, Berkeley, and graduated with a degree in economics and journalism.
Dunn tried to work as a freelance reporter but needed a steady income. She began her career in finance as a temporary secretary at Wells Fargo Investment Advisors, a division of Wells Fargo Bank. The division was acquired by Barclays in the mid-1990s.
During her career at Barclays, Dunn made corporate-governance issues a specialty.
Once she joined the board of HP in 1998, all decisions about HP shares owned by Barclays were made by an outside firm, to avoid any conflict, said a Barclays spokesman.
Two years ago, Dunn attended a day-and-a-half business-school class at Berkeley called “Issues in corporate financial reporting.”
“She wanted to learn all she could,” said Brett Trueman, the teacher and now professor of accounting at UCLA’s Anderson School of Management. Trueman said Dunn asked him if he would be willing to help her with understanding any of HP’s financial statements.
That knowledge would prove useful when HP stunned Wall Street in August by announcing disappointing sales and profits. Dunn subsequently helped initiate and foster a series of informal conversations among board members about HP’s problems, according to a person familiar with the situation.
In early January, Dunn, in her quiet manner, helped draft a critique of the company’s position that would serve as an agenda for an upcoming board meeting.
The document outlined the problems the company was facing, including “chief executive performance and board and chief executive dialogue,” said this person. Three board members, including Dunn, presented the issues to Fiorina at a meeting Jan. 9.
Fiorina, by this account, understood the board’s concerns.
Three days later, the board and Fiorina discussed a series of possible options, including allocating more duties to three executives who would still report to Fiorina.
Fiorina herself proposed having co-presidents after the board suggested having a president. But when the news leaked that the board was asking Fiorina to share power, tensions increased between the board and Fiorina. And with a shareholders meeting looming in March, the board began to feel it had to act, said this person.
In a Chicago hotel room Monday, as Fiorina waited in a nearby room, the board decided that the change was to replace the CEO.
The board chose Dunn to be the new nonexecutive chairwoman because of her insistence that all eight board members agree on every issue brought before Fiorina, said the person familiar with the board’s deliberations.
To many who have worked with her, Dunn is a quiet, unassuming, intelligent force.
“She is very grounded; she also has some incredibly good financial skills,” said Jeff Christian, the executive recruiter who placed Fiorina at HP.
Christian has asked Dunn for recommendations for board members in searches he has worked on in the past. “She doesn’t say a lot, but when she says something, everyone listens.”