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Bill George

Harvard Business School Professor, former Medtronic CEO

DealBook: Peltz’s Attacks on DuPont Threaten America’s Research Edge

From The New York Times DealBook, April 9, 2015

Since its founding in 1802, DuPont has been at the center of American scientific breakthroughs in chemistry. Among its research triumphs was the black powder that supplied 40 percent of the Allied needs in World War II.

In 1912, DuPont founded the first industrial science labs in the United States. Since then, the company has produced a remarkable number of innovations that have had wide-ranging and long-lasting effects on society. These include DuPont’s patented chemicals like rayon in 1924, Teflon in 1938, Kevlar in 1965 and Solamet solar cells in 2007.

Today, DuPont is facing an activist attack from Nelson Peltz. His Trian Fund seeks to replace four DuPont board members with Mr. Peltz and three other candidates.

Mr. Peltz has openly declared that his goal is to shut down DuPont’s central research labs and split the company into three parts — moves that would directly dilute scientific progress that DuPont has worked to develop.

DuPont is just the latest victim of Mr. Peltz’s boardroom assaults. In 2012, he persuaded Kraft’s chief executive at the time, Irene Rosenfeld, to abandon its global marketing by spinning off its North American food business and renaming the international company Mondelez. Since the separation, both companies have seen their revenues and profits largely decline or remain stagnant. In the wake of weak financial results, Kraft’s board agreed to sell the company last month to the Brazilian private equityfirm 3G to be merged into Heinz.

In mid-2013, Mr. Peltz attacked PepsiCo, trying to force it to buy Mondelez, combine it with PepsiCo’s Frito-Lay business, and break the company in two: beverages and foods. PepsiCo’s chief executive, Indra Nooyi, with the full support of her board, strongly opposed Mr. Peltz’s financially driven plan. Ms. Nooyi’s strategy flourished as she significantly outperformed archrival Coke. Gaining little traction, Mr. Peltz backed off this year.

Mr. Peltz’s latest attack on DuPont is especially peculiar given its current management. Since becoming chief executive in January 2009, Ellen Kullman has done everything an activist might propose. She has reshaped the company’s portfolio to focus on its high-growth, high-margin businesses.

First, DuPont sold its performance coatings business to the Carlyle Group. Now, it is spinning off its performance chemicals business as Chemours, providing DuPont shareholders a one-time cash dividend of $4 billion.

These moves provide a clear strategic focus in three high-tech businesses: advanced materials, bio-based industrials, and agriculture and nutrition. DuPont has used its central research labs to support all its businesses, providing the breakthroughs that have spurred their growth.

In 2014 alone, $9 billion of DuPont revenue, or 32 percent, came from internal innovations. Without the steady stream of scientific breakthroughs coming from its central research labs, where will DuPont’s future revenue come from?

The Peltz proposal is troubling because it mirrors a disturbing trend in which financiers are gutting American research labs that develop tomorrow’s innovations. In reality, they want to increase short-term earnings, see an uplift in the stock price and close out their positions. They are speculators, not investors.

When a hotel chain increases its short-run profit by neglecting to make necessary repairs, customers eventually stop coming to stay in dilapidated rooms. Similarly, for science-driven companies like DuPont, research and development is at the heart of their growth. Today’s investments lead to tomorrow’s breakthroughs and profits. Cutting R.&D. investments that create innovative new products will leave these companies lagging global competition in years to come.

From time to time, investors conveniently ignore this fundamental business law. Financial engineers convince managers that they can generate short-term gains and not worry about the future. Allergan, which increased shareholder value 29 times in 16 years, was forced by Valeant to sell to Actavis this year to avoid being dismantled.

The pharmaceutical giant Pfizer has openly declared it is moving away from basic science. IBM has cut R.&D. the last several years.

This rarely ends well. Without new products from R.&D., all of them will struggle.

DuPont currently has a strong, independent board that includes 10 current or former chief executives, chief financial officers or chief operating officers — many of whom have deep scientific and regulatory knowledge.

What then is the basis for replacing four of these directors with nominees loyal to Mr. Peltz? Among those Mr. Peltz seeks to replace is DuPont’s lead director, Alexander M. Cutler, who is chairman and chief executive of the Eaton Corporation and a highly regarded corporate leader.

In reality, all that seems to matter to Mr. Peltz is a higher stock price so he can make some money, close out his position and let others pick up the pieces.

In contrast, DuPont’s chief, Ms. Kullman, is making all the right moves for the company’s customers, employees and shareholders. During her first six years at the helm, DuPont provided a total return to shareholders of 266 percent with more than $13 billion in dividends and stock buybacks to its shareholders. Ms. Kullman’s results far exceed the Standard & Poor’s 500 index and Mr. Peltz’s own Trian Fund.

It’s time for DuPont shareholders to give Ms. Kullman a resounding vote of confidence at DuPont’s annual meeting, scheduled for May 13. If they don’t, one of America’s great science companies will be at risk.