by Dan Pollock
From the back of the stretch Lincoln, Sam phoned his executive assistant again. “Tuck, have you seen the Crescent City Sun?”
“It landed on my desk twenty minutes ago, Sam. I’ve been dreading your call.”
“What’s the circulation? And who the fuck is behind it? It’s gotta be D.W., right? I mean, how else does a photo shot on his boat in Ciudad Guayana late last night wind up here in a scandal sheet the next day?”
“Sam, I’ve been making phone calls like crazy, but I don’t have the answers. I can’t seem to reach D.W. Owen Meade claims they knew nothing about it, but he says there was a video crew on board. Do you remember that?”
“Yeah. From Venezuelan TV.”
“Then the photo was probably made from uplinked video footage. Now it gets worse, Sam. I talked to a girl on the Sun copydesk who says they bought the photo from Nuevomundo Features, a two-bit Latin American press syndicate out of Tampa. The Nuevomundo guy bragged to her that one of the New York City tabloids also bought the photo and may run it tomorrow.”
“Jesus Christ, can’t we stop it?”
“I’ve got Rowland McCall working on it now. He’s putting together a damage control team, so you may want to talk to him. He’s more worried about the weekly supermarket tabs. This is right down their gutter.”
“Oh, shit! Guess I’m not making his job any easier.”
“This isn’t exactly going to make your fight with the board any easier, either.”
“Well, what the hell. Old Sam’s a character, everybody knows that. Thanks, Tuck. Keep doing what you’re doing.”
Sam had the chauffeur drop him at the Westin Canal Place. Proteus kept several river-view executive suites on the twenty-fifth floor, but during check-in the general manager materialized to offer Sam one of the French Quarter Suites on the twenty-eighth. Well, why not? Sam figured if he was going to be holding court and calling in favors, he might as well do it in style.
This one was done in Louis something-or-other reproductions and had a far more commanding Mississippi view than did the Proteus boardroom. But Sam didn’t even bother opening the outer drapes. He kicked off his shoes, hit the king-size mattress with his back and began dialing.
Early that morning from Caracas, he had phoned Hardesty Eason to call an emergency board meeting for four o’clock the following afternoon. Hardy had harrumphed that the bylaws required at least forty-eight hours notice of special meetings and said he wasn’t sure how many directors could make it on such short notice. Sam told him to go ahead anyway and start rounding them up; they could sign waivers of the notice provision at the meeting. Then, an hour ago, when Sam had called him from the air, Hardy admitted he had gotten commitments from nine of the ten directors, though two could only attend by videoconference—D.W. and one of the three outside directors. The other two outside directors would fly in from New York.
The only no-show would be Proteus’ executive vice president for production, Lyman Fisher. Like D.W., Fisher was in South America, but quite unreachable. At last contact, he had been somewhere above the seventeen-thousand-foot level on the slope of Chimborazo in the Ecuadorian Andes, indulging a midlife passion for ice-climbing.
Sam had swallowed a curse. He had counted on Fisher’s vote. Well, he couldn’t very well wait for the intrepid ass to come down from the cold. Minus one.
“So, how bad does it look, Hardy?” Sam had asked.
“I won’t bullshit you, Sam. You got big problems.”
“All I’m asking is that you don’t make up your mind in advance, Hardy.”
“I’ll listen to you, Sam. You know that.”
Of course, Hardy had promised that before the Crescent City Sun had hit the newsracks and flung more excrement into the oscillator.
Now, supine on the king-size bed, Sam called Bill Tuck once again, asked him to pick up a quart of red beans and rice from Popeye’s on Canal, then come up to the suite.
“Sam, you’re sitting on top of a couple ritzy restaurants there at the Westin. Why don’t you just dial down and tell ’em to whomp you up some red beans?”
“Tuck, why don’t you just get your ass over here with one of them big styro cups, like I asked?”
“Yes, sir, Mr. Sam, sir.”
Tuck, a compact, crewcut ex-fighter pilot, barged in a half-hour later with the takeout, a sixpack of Dixie beer, plus a suggestion that Sam make an early morning visit to Brooks Brothers in the adjoining Canal Place Shopping Centre. Sam vetoed the idea. He’d already unwadded his gray suit from his bag and sent it out to be cleaned and pressed.
An hour later, while the two were mapping strategy, Lewis Thurman showed up, looking courtly and impeccable in one of his Savile Row suits.
“Thanks for coming, Lewie,” Sam said, shaking his hand and motioning him into an armchair. “Tuck and I were just about to dope out the list of directors.”
“You’ve been canvassing them all day, right?” Tuck asked.
“Correct.”
“Well, how bad is it?”
Thurman finished polishing his bifocals, then looked up with a bleak smile: “Based on the general health of the company—its cash flow, market share, profit and sales projections, and certainly the stock performance—and on your long record and past services for the directors, Sam, I would have expected, if not strong support for you during a difficult situation, at least an inclination to give you the benefit of the doubt. Instead, except for a few instances, what I detected was a not always articulate discontent, which seems quite at odds with—”
“Hold on, consigliere,” Sam interrupted, “I didn’t call you here to pussyfoot around. If we’ve got a full-scale mutiny on our hands, I want to know about it.”
“If I’d meant that, Sam, I would have said it. But so be it. End of preamble.”
“Okay, let’s go straight down the list, and I want both of you to call ’em as you see ’em.”
Thurman and Tuck nodded, and they started.
First, as board chairman, Sam would obviously back himself on any resolution. One-zero.
Parry Joyce, a retired divisional CEO, a major stockholder and chairman of the executive committee, was also considered solidly on Sam’s side. Parry owed Sam many past favors, not the least of which was a $200,000 annual consulting contract for doing basically nothing. Two-zero.
Hardesty Eason was a different story. The company’s chief financial officer had apparently gunnysacked a great deal of resentment over the years at being overlooked in the decision-making. And Sam knew that importing D.W. Lee as president and chief operating officer had been a particularly bitter pill for Hardesty to swallow. And, perversely, it seemed to have driven the big, red-faced ex-CPA to ally himself more and more closely with D.W. It was, in fact, Thurman’s opinion that Hardy was actually orchestrating the pro-D.W. coup on the board.
“D.W.’s made him promises,” Tuck agreed. Two-one for Sam.
D.W., of course, would back himself. Call it two-all.
John Godell, corporate counsel, was harder to handicap. Thurman, who had known Godell at Tulane Law School, figured he was at that very minute taking his own straw poll and would vote whichever way the wind was blowing the strongest. “But he won’t commit himself beforehand,” Thurman said.
Lyman Fisher, who had enjoyed years of jeeping and tramping through Siberian wastes and Arabian deserts with Sam, would certainly vote with the chairman—if somebody could figure a way to drop a satellite phone on an Ecuadorian volcano at four o’clock tomorrow afternoon. Still two-all.
All agreed that Gordon Fairfax, the thirty-two-year-old executive vice president for international sales, was securely in D.W.’s pocket. D.W. had jumped his protegé over several echelons of executives into his present job, and at the last regular meeting had gotten him named to the board. Oxford-educated Fairfax looked to have unlimited upward mobility.
Which swung the vote now three-two in D.W.’s favor.
The three outside directors required more complicated analysis. Though D.
W. had appointed none of them, he had recently boosted their directors’ fees to $50,000 a year and increased other perks, such as use of company jets and golf and ski condos. As chief executive, of course, Sam had signed off on all this largess, realizing full well what D.W. was doing. Pampering directors was axiomatic for any CEO—or would-be CEO, in D.W.’s case.
Now to specific cases. The first of the three, Elise Juergens, had been appointed by Sam five years earlier, after a short stint as ambassador to Honduras. In the interim, however, D.W. had gotten her named as token female to several other boards, each worth at least ten-thousand a year. But as president of a women’s liberal arts college—Woodrum in Missouri—she would be very vulnerable to charges of participating in cultural and environmental exploitation of a Third World country. On the other hand, as Bill Tuck reminded them, Sam had not yet mailed his fall check to Woodrum’s College Endowment—something D.W. had probably not overlooked. They decided she could go either way.
The other two outside directors were Mitchell Ross, a partner in Nunn Maltby, Proteus’ principal investment bankers, and Edward Gilliland, a Wall Street lawyer. Both were apt to perceive D.W. as more of a deal-maker, and thus likelier to earn fat fees and commissions for their respective firms. And Thurman pointed out that D.W. had been throwing more of the company’s antitrust litigation to Gilliland’s firm, Cheval, Shay & Herriott.
“The little bastard has been awfully busy,” Sam said, grinning. “I oughta vote for him myself to run the goddamned company.”
The final tally was five for D.W., and only two definites for Sam—with a possible four, if Godell and Juergens both jumped aboard. Even then, Sam would have only four out of ten—unless he could sway them like Antony over bleeding Caesar. How the hell, he wondered aloud, after dozens of years of packing the board, had it gone over so quickly to D.W.? Arrogance and complacency on his part, Sam concluded, matched by D.W.’s shrewd attentiveness.
“You know, Sam, the broad support is still very much with you,” Lewis Thurman countered. “If the directors vote you down tomorrow, why not take your case directly to the shareholders? This little tabloid smear”—the lawyer gestured dismissively at the green sheet on the carpet—“is utterly ephemeral. They all know what you’ve done for the company. And they certainly know their stock is trading at one of the highest multiples in the energy industry. Believe me, Sam, if you appeal to them, they’ll listen to you.”
Thurman was proposing Sam wage a proxy fight through mail and newspaper ads, advancing an alternate slate of directors and officers for the annual meeting in March.
Sam shook his head. “Five years ago I would have done it, Lewie. Maybe two or three. But right now, it’s just not worth it to me. If these guys really don’t want me any more, then I’m gone.”
“I don’t like the sound of that, Sam,” Thurman said. “I wish you’d reconsider. You know, you could raise issues that would scare hell out of the institutional investors. At least let me get Artie Glanzer to look at the idea.” Glanzer was a partner in a New York law firm that specialized in proxy fights.
Sam shrugged. “Okay, Lewie, call Glanzer. Hell, maybe I’ll even use a proxy fight as bluff tomorrow.”
“Now you’re sounding like yourself,” Thurman agreed. “In the meantime, however, you might consider what sort of deal you’ll cut if the board does back D.W.”
“You mean, how much gold can I pack in my parachute? Not an issue, Lewie. I already fly my own plane, and I sure as hell don’t need one of those ceremonial offices full of lucite mementoes.”
“What about me?” Bill Tuck asked in convincingly distressed tones.
“Hey, what about you?” Sam countered dryly. “Can you ride a horse?”
Later, after both had gone, Sam reached John Godell, whom they’d considered one of the swing votes. Godell had a restored antebellum mansion in the Garden District. He sounded pretty groggy.
“Sorry, John. I didn’t realize how late it was.”
“It’s okay, Sam. What is it?”
“For tomorrow’s meeting, you know, I’m just getting all my damn ducks in a row. I wanted your opinion on how far things have gone.”
“You mean has there already been a putsch?”
“Yeah, guess that’s what I mean.”
“The answer’s no. But it’s like Hardy’s been saying around here, Sam. D.W.’s been doing the job you hired him to do, and now he feels like he’s being interfered with. What we hear from D.W. is, all the signals are green down there, and you’re the one who’s suddenly putting on the brakes.”
“Yeah, I understand how it looks that way. But is there anything else I should know?”
“Only in the sense that... well, there’s a perception that for some time now, Sam, you haven’t really consulted the management team or the board on major decisions. I was in Chicago when this mining thing broke, but what I heard was that you apparently breezed in and breezed out, without even asking for Hardy’s or Ray’s ideas, or any of the others. There’s a perception that they haven’t been treated with respect. You still with me?”
“I’m here, John.”
“So, what happened, apparently, is that a couple of people made the suggestion to D.W. that something had to be done. Aw, hell, Sam, you know what I’m saying. That maybe this was the time for him to make a run at you.”
“No names?”
“I’d rather not.”
“But, anyway, D.W. looked favorably on the suggestion?”
Godell chuckled. “Yeah, you could say that.”
“Okay, guess I’m guilty of most of those things. Guess I always have been. It’s probably too late for a kinder, gentler Sam Warrender.” Sam sighed into the mouthpiece. “Now what about this tabloid garbage, John? You seen it?”
“Unfortunately. My daughter brought a copy home. It’s not a plus, Sam.”
“So where do you think you stand tomorrow, John?”
“You know me, Sam. I bring a fresh yellow pad to every meeting. I’m not saying that personalities don’t count, but I primarily vote the issues.”
“That’s all I’m asking, John. Hell, if D.W.’s right on the issues, he should win. You get back to sleep now.”
No sooner had he hung up than Sam got a callback from Parry Joyce, whom he’d failed to reach earlier. Parry confirmed their handicapping right down the line, but thought that if Sam could work his old boardroom magic, everybody but D.W. and Gordon Fairfax could probably be converted—even Hardesty. “If anybody can do it, Sam, you can.”
“I appreciate that, Parry. Nice to have at least one cheerleader on the field.”
Sam cradled the phone, went to the window, brushed back the filmy outer curtain. On the broad river below—this would be the Mississippi, not the Orinoco—the ferry from Algiers was scattering a silver moonpath en route to the Canal Street landing. The night before battle, he thought. Napoleon before Waterloo? Or maybe Schwarzkopf before Desert Storm? But did it really matter all that much? Sam had survived more than his share of boardroom coups, won most, lost a couple, and he’d walk away from this one either way. The self-distancing that had troubled Lewie Thurman was really and truly there. Oh, Sam felt strongly about the rightness of the direction he was proposing for the company, and he intended to fight for it. But it wasn’t a holy crusade. It just wasn’t.
What he actually harbored now, looking out over this darkly flowing nocturne, was not the churning stomach of a battle commander, but an irreducible sense of loss—no matter how things went tomorrow. Was it loss of his company, his sense of purpose? Or something more tangible and tender?
He focused on his lamp-limned reflection hovering out there a few feet beyond the plate glass, like the night-walking ghost of Hamlet’s father. A desolate figure. He tried to conjure a spectral companion, the haunting face of Jacqueline Lee beside his own. But it wouldn’t come. He was truly alone out there, up here, wherever.
He turned back to the bed. Passed Xenophon on the bedside table. He hadn’t cracked the b
ook since that first night in Caracas almost a week ago. Sorry, old warrior, I’m just too damn weary again tonight.
Then he turned off the lamp and surrendered to sleep.
Chapter Twenty-Five
Sam Warrender, at one end of the black marble oval, gaveled the special session of the Proteus Board to order at precisely four o’clock. There were seven black-leather director chairs occupied, and two more directors split-screened on a thirty-six-inch color monitor at the opposite end of the marble slab. On his half of the screen, D.W. seemed very much at ease, smiling into the room from a conference center in a Puerto Ordaz office tower; Elise Juergens, on the other half, appeared stiff and self-conscious from a videoconference room at a Holiday Inn in Kansas City, twenty-five miles from her Woodrum University campus. The three limousines lined up on Lafayette Street thirty-one floors below testified to the recent arrivals: mannequin-perfect Mitchell Ross and big-bellied Ed Gilliland, both from Manhattan; and Gordon Fairfax, bright-eyed and burnished from a Palm Springs tennis week. The others—Parry Joyce, Hardesty Eason and baby-faced John Godell—had merely ridden the elevator up from their various offices.
There were no minor housekeeping matters to get out of the way, no financials to peruse, no multimedia presentations to sit through. There was only one item on the agenda: Who was going to run the company? Sam, glancing occasionally at notes and tempering his folksiness, launched straight ahead.
“I have a brief opening statement,” he said, as the auto-focus, auto-zoom camera atop the video monitor sent his voice and image, in algorithmic compressed form, over digital phone lines for decompression and display at the two remote locations. “I understand D.W. also has one. Afterward, I’ll throw it open for resolutions and discussion.