by Ben R Rich
Those days were gone forever. Now it was the Air Force calling all the shots, and a towering figure like Kelly Johnson, with his two Collier Trophies and his presidential Medal of Freedom, was respected for his past accomplishments by brash, young aeronautical engineer graduates of the Air Force Academy who had little interest in most of the ideas he tried to generate for new airplanes. Ideas were now a one-way street, initiated by Air Force planners with doctorates in flight sciences. It was rare that the Air Force took a manufacturer’s idea and ran with it, rarer still that manufacturers bothered to present unsolicited proposals to the Pentagon’s planners. And even Kelly was forced to admit that aeronautical brainpower was no longer our monopoly: several of those young procurement officers we dealt with were sharp enough to be hired at the Skunk Works.
Kelly’s stature still gained him entry to the offices of the secretary of the Air Force, the Air Force chief of staff, the head of the Air Force’s black, or top secret, programs, the director of the Central Intelligence Agency, Senator Goldwater, and half a dozen other of the top movers and shakers. Through him, I met them all. But Kelly being Kelly had also made as many high-level enemies as friends, and plenty of blue-suiters who had dealt with him on procurement matters still had the wounds to prove it. Kelly said what he meant and meant what he said, and he couldn’t care less about who was offended. I remember attending one black-tie affair with him in late 1974 at which Barry Goldwater, a general in the Air Force Reserve, was being honored with an award, and half the Air Force high command was present. Kelly was asked to make a few remarks. He said: “I’ve never got in trouble making a speech on engineering. But over the years I’ve learned what not to say. I’m an expert at that. For instance, I will not say that if we had followed the policies of the man we are honoring tonight we would not have made such a shambles of the Vietnam War as we did. Nor would I say how stupid we were in the same war to take the guns out of our fighter aircraft and then send our pilots into combat with such a cost-saving training program that few of them had fired even a handful of air-to-air missiles before facing the enemy. And for gosh sakes, I won’t say that the Israeli air force using the same kind of U.S. aircraft against the same kind of MiGs scored about four times the victory ratios that we did, using better pilot training and tactics!”
When he was finished speaking, about half of those blue-suiters present sat on their hands. Still, we had our shots at getting back in the fighter business. In 1972, the Air Force put out bids for a new lightweight fighter to several companies. We managed to insinuate ourselves into the bidding. This would be an advanced version of the F-4 Phantom, a highly maneuverable Air Force tactical aircraft that NATO allies could use as well to upgrade their air defense inventories. The bid contained specific design and performance requirements for a fighter that weighed 17,000 pounds, carried 5,000 pounds of fuel, had a 275-square-foot wing, and a specific excess power rate. I was ready to put my design team on it and give the Air Force exactly what they asked for, but Kelly had other ideas.
“Goddam it, Ben, this airplane isn’t carrying enough fuel. A fighter on afterburner uses a thousand pounds a minute, and every fighter that carried only five thousand pounds in Vietnam combat ran out in tough spots and the pilot wound up as a guest at the Hanoi Hilton. This is unacceptable. I won’t submit a proposal for something this wrong.”
I pleaded with Kelly to go along. I said, “Give the Air Force what they ask for initially, and as the procurement process unfolds all kinds of changes and modifications will follow. That always happens; you know that. But if you cut us off before we even get up to the plate, there’s no way we can score.”
He got sore. “Ben, if I teach you anything, it’s this: don’t build an airplane you don’t believe in. Don’t prostitute yourself for bucks.”
In the end, he allowed us to submit his version of what he thought the Air Force should be requesting: a fighter weighing 19,000 pounds and carrying 9,000 pounds of fuel and a 310-square-foot wing. General Dynamics won the competition by sticking to exactly what the Air Force wanted. By the time their airplane, the F-16, became operational, it weighed 19,000 pounds, carried 7,400 pounds of fuel, and had a 310-square-foot wing. I told Kelly, “Admit it, the blue-suiters would have made your changes in due course, just as I predicted.”
But they weren’t about to be led by the nose by Kelly Johnson. And to compound the loss, which was substantial, because General Dynamics sold hundreds of those damned fighters, Kelly had balked over the Air Force’s insistence that they run all the flight tests on the prototype of the fighter, if we had been selected. “I will never agree to that,” he fumed. Historically, we flight-tested our prototypes and made all the fixes and adjustments before turning them over to the customer. Kelly called Lt. General Jim Stewart, head of the Aeronautical Systems Division at Wright Patterson Air Force Base in Dayton, Ohio, and read him the riot act. “No one runs my flight tests, Jim, but me and my people. That’s the way it’s been since day one. And that’s how it is going to stay. I’m putting you on notice right here and now.”
After that phone call, I received a message at home from General Stewart’s administrative assistant: Stewart was fed up dealing with Kelly Johnson, and so was the fighter command. As far as Tactical Air Command was concerned, the Skunk Works could go fly a bomber. We were out of the fighter business.
Kelly’s stubbornness angered several important blue-suiters and a few of our own senior corporate executives. And in the fall of 1974, as his sixty-fifth birthday approached, he sent for me and informed me that I was his personal choice to succeed him at the Skunk Works, and he had so informed the company’s president, Carl Kotchian. “I told him that, out of fairness, I had to submit Rus Daniell’s name too, but that you are the one I’ve trained and counted on to carry on the great Skunk Works tradition.” He looked tired and discouraged, but also I detected a sense of relief. And a few days later Kotchian called me and I began jumping through the hoops at a series of meetings with key senior executives. All of them demanded the same thing: that I accommodate our blue-suit customers and that I recognize management’s responsibilities to keep a close eye on me as Kelly’s successor until I had a chance to prove myself. The name of the game was “get along and go along”—no more tyrannical Kelly Johnson types. I understood, as did Kelly, that he was unique in his power and independence, which was nontransferable to any successor. For better or worse, a new era was dawning for those left behind in a Kelly Johnson-less world. The Skunk Works was still expected to produce giant results, but the new guy sitting in the boss’s chair would be a lot smaller than the original Gulliver.
Other Voices
Roy Anderson
(Former CEO, Lockheed Corporation)
Around the time Kelly chose Ben Rich to replace him, I was Lockheed’s chief financial officer, dealing with twenty-six banks who were very nervous about the company’s future in the aftermath of the scandals and the drubbing we took financially with the L-1011 airliner. But I was close to Kelly and knew Ben well, so Carl Kotchian called me and asked me what I thought about Rich as Kelly’s replacement. The alternative was either Rus Daniell or hiring an outsider. I said, “I’d go with Ben. He’s been handpicked and trained by Kelly. He’s innovative and has terrific drive and energy.” Carl said that was his inclination too. He said that Kelly had told him, “I’ve given Ben the toughest assignments and he’s never let me down. He won’t let you down either. He’s the future. Rus is a good man, too. But Ben is better for this job.”
Rus Daniell would have been first choice for a traditional kind of management. He was smooth and had a thoughtful, introverted quality that often inspired trust. But Ben Rich was a Skunk Worker through and through. He was an extrovert, high-intensity, no B.S. kind of guy. He told outrageous jokes and talked faster than a machine gun when he got excited about something, which was most of the time. He was just like Kelly when it came to problem solving and pushing things ahead—they were a couple of terriers who never let go
or gave up. Kelly called me late at home one night and personally lobbied me about Ben. He had a couple of belts in him and he said, “Goddam it, Roy, I raised Ben in my own image. He loves the cutting edge as much as I do, but he knows the value of a buck and he’s as practical as a goddam screwdriver. He’ll do great, Roy. Mark my words.”
Ben was already well known and respected in places that counted inside the CIA and among the blue-suiters. He had an instinctive sense of what came next in technology that was valued by the military and the agency. He was much more collegial than Kelly, more willing to compromise and stay loose in dealing with difficult customers. Ben also was a good politician: he recognized management’s responsibilities and kept those of us who were cleared to know informed on projects and brought us in on big decisions. Kelly’s attitude had been “Goddam it, if I tell you something, that’s it.”
In later years, after I became Lockheed’s CEO, whenever I felt down in the dumps I’d call up Ben and drop by the Skunk Works. And I always left feeling a hell of a lot better. What cheered me up was Ben’s enthusiasm, which he instilled in everyone else. Those guys, from engineers to shop workers, stayed focused. They worried about being on time, getting it right, and staying on budget. You just didn’t find that kind of attitude anywhere else at Lockheed or any other company in the industry. That was the essence of the Skunk Works, and the reason why Ben would come into my office so many times over the years, with a big grin, saying, “Guess what our profits will be this next quarter.”
After the F-16 loss, it took breakthrough stealth technology to get us back into the fighter business in the mid-1980s. By then, of course, I was in charge of the Skunk Works while Kelly became an increasingly uninvolved consultant. Watching me operate from his own desk, he kept his second guesses to a minimum, but I could usually tell when he disapproved of something I was doing. I said to him, “Kelly, I know what you’re thinking, but it’s a different climate now. The trick is to make the customer think he thought up the changes that we want. That’s the easiest way to get these changes through. But, Kelly, that’s a trick you never had the patience for.” He had to laugh. “I’d never have let any of those dumb bastards second-guess me,” he agreed.
But, unlike me, he never had to put up with an aggressive Air Force that challenged our Skunk Works autonomy at every turn. Because of highly publicized cost overruns that were suddenly endemic in aerospace, as well as headline accusations of bribes and scandals infecting many of the major defense companies, even we in the Skunk Works were now swarming with auditors and inspectors. We had maybe six auditors on the Blackbird project, now there were thirty of them on Have Blue, each one sniffing for evidence of grand larceny at every turn. With auditors came inspectors and security supervisors, who poked around in our waste bins and desks after hours looking for rule-breakers who didn’t lock up or left secret work papers on their desks. They were even limiting the number of people I could clear for security for any one project. Each project had a specific quota of secret clearances allocated by the Pentagon, and each clearance had to be justified personally by me and approved by the Air Force. And Kelly, who was coming in only once a week to consult with me, was tough to justify with such tightly allocated clearance slots. “What’s going on?” he’d ask, and it almost killed me because I couldn’t tell him. He was no longer in the position of need to know.
But we still shared our own secrets. In July 1982, I confided to him that after two years of widowerhood, I was now in love again. I found a wonderful woman named Hilda Elliot, and planned to marry. Hilda was the manager of an antique shop and as smart and personable as she was attractive. She had three wonderful children from a previous marriage, and over the months of our dating game she had proven to be a great sport in putting up with industry functions where the technical talk would make any outsider’s eyes glaze over. Kelly and his third wife, Nancy, quickly embraced Hilda, and she, in turn, became close to both of them over the next eventful years. Kelly, in particular, loved the story of Hilda’s first trip with me to the Paris Air Show in 1983. The Russians invited us to visit their new C-5-like cargo plane, and when the CIA heard about it, they asked me if they could have one of their own technical experts accompany me while posing as just a personal friend I dragged along. The expert turned out to be a young and attractive brunette, and Hilda walked with her arm-in-arm on board the Soviet C-5 and introduced her as her cousin.
In 1986, Kelly broke his hip in a nasty fall and had to go to the hospital. He was admitted to St. Joseph’s Hospital, only a few miles from our offices in downtown Burbank. And he never came out. He died in his hospital suite four years later. The problem was not his hip, which slowly mended, but a general physical deterioration and advancing senility exacerbated by hardening of the arteries to his brain. He died slowly and terribly. Hilda and I were frequent visitors to his hospital room at first, but as the months passed Kelly’s condition deteriorated to the point where he stopped eating and his robust two-hundred-pound frame dissolved into a one-hundred-and-thirty-pound skeleton. His skin became a white and dry parchment and he suffered from excruciating bedsores. His eyes seemed unfocused and lifeless, and he increasingly began to slip in and out of coherence. I could barely stand to visit him, and many times he seemed not even to recognize me. But I came as much for Nancy’s sake as for his. He wanted her at his side every moment of every day, and if she’d leave the room for a few minutes, he’d glower impatiently until she returned. “Where’s Nancy?” he’d shout. “I need her this minute.” During one visit he confided to me, “Ben, I’ve got a great idea for a new spy plane. Get Allen Dulles on the line.” I replied, “Kelly, Dulles passed away many years ago.” He became agitated. “The hell you say. You lying bastard. I never did trust you. Get Dulles on the line, I said.”
When the Blackbird made its last flight in 1990, I called Nancy and asked her if she thought we could take Kelly out to the plant for the flyby we had scheduled. We both agreed that we didn’t want any of his old friends to see him in his condition, but rather to remember him the way he was when they last saw him. So we put him into a limo that had dark windows, making the passengers invisible from the outside, and drove him to the Skunk Works. Kelly was not alert that day, and I really was not sure he understood what that ride from the hospital was about.
All the employees from the Skunk Works were standing outside waiting for the overflight. Kelly sat in the car. We had put out the word that he was not feeling well and would not be able to greet anybody. Everyone respected that and they cheered the car’s arrival. Around the time the SR-71 came roaring in over the rooftops and cracked out two massive sonic booms in salute, Nancy had stirred him awake and partially lowered the car window. The booms were as loud as thunderclaps. Kelly looked up, startled. “Kelly, do you know what that was?” I asked. “The pilot was saluting you. We all are saluting you.” He didn’t reply to my question and seemed to be nodding off. But when I looked at Kelly again he had tears in his eyes.
Kelly Johnson died on the final day before my own retirement as head of the Skunk Works—December 22, 1990. He was eighty years old. We ran a full-page black-bordered ad the following day in the Los Angeles Times. It showed the logo of our Skunk Works skunk with a single tear rolling down his cheek.
Clarence “Kelly” Johnson was an authentic American genius. He was the kind of enthusiastic visionary that bulled his way past vast odds to achieve great successes, in much the same way as Edison, Ford, and other immortal tinkerers of the past. When Kelly rolled up his sleeves, he became unstoppable, and the nay-sayers and doubters were simply ignored or bowled over. He declared his intention, then pushed through while his subordinates followed in his wake. He was so powerful that simply by going along on his plans and schemes, the rest of us helped to produce miracles too.
Honest to God, there will never be another like him. He was a great boss if he liked you and a terrible boss if he didn’t. Once he was down on an employee, the situation was usually terminal. We would ki
d, “The only way out of Kelly’s dog-house is out the door.” Unfortunately, that was true. I was annoyed by things he did at least half a dozen times a week—but I loved that guy.
The fact that there were very few Jews in the top management echelons of aerospace around the time he pushed me to succeed him at the Skunk Works didn’t concern him whatsoever. I mentioned the religion question to him in passing. “Ben, I don’t give a damn how you pray. I only care about how you build airplanes. And that’s all our board will care about too.” That was that.
In the mere act of trying to please him and live up to his expectations, I became twice the man I otherwise would have been. Like all the rest of us at the Skunk Works, I ran my heart out just to keep up with him. Kelly, I thank you. All of us do.
15
THE TWO-BILLION-DOLLAR BOMBER
KELLY’S GHOSTLY VOICE nagged at me during the fifteen years I occupied his big corner office and ran his Skunk Works. I always thought of the place as his, because his personality and character were branded on everything we did. Whenever I did something I knew he would never approve of, the old pain in the butt would be hammering at my conscience with a sledgehammer. Expediency and Kelly were archenemies. As his successor, I inherited all his old nemeses as well as his friends. All of Kelly’s fourteen golden rules for running the Skunk Works stayed in place: they worked for him and they worked equally as well for me.
Angels belong in heaven, not in the tough competitive world of aerospace, but I kept my word to Kelly and never did build an airplane that I didn’t believe in. Like him, I turned down projects I felt were wrongly conceived. I never lied to a customer or tried to dodge the heat when we screwed up. I knew how other companies operated, and I was convinced that our reputation for integrity would gain more business than we would ever lose by turning away questionable ventures. And I was right.