#governance

Want to mitigate the risk of corruption and fraud to the firm? Hire someone who participated in it as your head of enterprise risk.

https://www.foxnews.com/politics/nebraska-economic-development-director-resigns-covid-grant-concerns

Pretty well every employer is a shareholder. Speak out to the board and investor relations. If everyone floods them with messages showing disapproval as shareholders, the long term impact to the business they can’t ignore it.

Even with exxon owning 69.6% of the shares it starts to open so legal questions if they have opposition from other shareholders.

Your silence is acceptance.

If long term this hurts imperial there may be grounds for a shareholder class action.

https://www.bcbstx.com/docs/forms/group/tx/grp-proxy-tx.pdf

Ford has sunk millions (and sometimes billions) into initiatives like Model e / FNV4, Ford Next, Canopy, and FordLabs, and what’s becoming increasingly clear is a repeated pattern: massive spending, vague execution, questionable hires or partnerships, and little to no lasting impact.

How do these projects keep getting approved? Who’s actually making the strategic calls? Who signs off on these black-box initiatives, the hiring, the vendors, the direction? The execution feels disconnected from reality. Where’s the accountability for these profound strategic missteps? What oversight exists? I don't understand: is it the board, the CEO, product leads, entire leadership chains, external partners, etc.? Is there an internal innovation council or P&L division that says money is for X and Y but not Z? Is there gatekeeping? Is it greed? Kickbacks? Special vendor relationships that lock us?

Who handles HR and talent acquisition? Did we just bring senior roles with high pay and unclear mandates in the name of innovation? Are our analysts in an ivory tower, not understanding the fundamentals and easily fooled? How come we need so much money to build and do things, and why are we cheap in places that matter? Is it a circular talent problem? Where does the actual money end up being spent? Who is hoarding it? Is it money laundering? Do special committees lack deep domain knowledge? I can't wrap my head around this.

Do executives rotate out before results materialize, or are they promoted elsewhere or hired externally? Does the Media & PR shape the story far more than the product teams? Is the company under existential pressure to look like they're innovating? Why does Ford's structure allow it? Is it due to consultants with strategy decks without deep product execution knowledge? How does HR acquire talent and also place them accordingly? Do we have executive recruiters with vague job specs that drag and drop people like a menial task? Is it because of the whole "who we know" bit which bypasses procurement for strategic partners to add to the reliance on market signaling?

Do we have a siloed org structure that breeds "mini-empires"? Do we have experts that may be downplaying other experts that may threaten an empire? Is talent held back, or perceived as going rogue for initiative and being vocal? Do things repeat because we have an inability to absorb failure lessons due to quietly folding concerns under the rug instead of facing humility and accountability? Did we really bask in what a startup mindset really means? Milchmädchenrechnung?

I really want to hear the rationale behind decisions in such a historic company competing in the now. Are we structurally incapable of absorbing new insight without breaking internal equilibrium? Is it from gov bailouts and subsidies that enable mistakes to continue, compelled through lobbying packets written by "independent" parties? Are people with real execution power and holistic domain knowledge not looped into the work?

Do we suffer with watered down layers of middle management or political handlers? Is it relationship over merit that requires tribal alignment when presenting accurate feedback or data to prevent it from being rejected if it comes from "outside the circle"? Do we monitor sabotage behavior, and do we enable it or step in and put our foot down? Is it ego over mission, where elevation itself upsets social balance and as an org we are unable to cut through biases? Are these divisions, projects, and products "moonshots," as in high risk but necessary for survival, yet poorly executed?

I'm not asking for the benefit of Ford, but to deeply understand and learn from what is going on in this company, I know trolls will come or bash execs and blanket it all, but I'm checking to see angles I may be missing here. Interested in any sort insight for my own education because I don't know what I don't know. Managing the unknown in my case-study. Thanks.

# Questions About Executive Accountability: The F5/HackerOne Case Study

• An objective timeline raising questions about corporate governance and executive hiring practices*

## The Timeline

2019-2023: BIG-IP Next Development

• F5 Networks invests heavily in next-generation BIG-IP platform
• 5+ years of development, significant R&D resources allocated
• Positioned as the future of F5's core product line

2022: Leadership Change

• Kara Sprague appointed as Chief Product Officer at F5 Networks
• New role created to "oversee F5's entire portfolio of multi-cloud application security and delivery solutions"
• Takes responsibility for $1.3B annual revenue product business

2023-2024: Company Struggles

• January 2023: F5 lays off 620 employees (9% of workforce)
• Multiple additional RIF rounds throughout 2023-2024
• Company cites "persistent macro uncertainty and customer spending impact"
• Conservative growth projections announced

2024: Product Strategy Reversal

• BIG-IP Next launches after years of development
• Shortly after launch: F5 announces discontinuation of BIG-IP Next
• Massive investment in 5-year development project written off

September 2024: Executive Departure

• Kara Sprague leaves F5 Networks
• F5 announces major leadership restructuring with new COO, CRO roles
• Timing coincides with BIG-IP Next discontinuation

October 2024: The Promotion

• HackerOne announces Kara Sprague as new CEO
• Press release highlights her F5 experience managing "$1.3B revenue business"
• No mention of recent product failures or layoffs under her leadership

## Questions This Raises

For HackerOne shareholders:

• What due diligence was performed on the BIG-IP Next failure?
• Were board members aware of the timing between product discontinuation and departure?
• How do recent F5 outcomes factor into future HackerOne strategy assessment?

For the industry:

• Should executive accountability include recent strategic failures?
• How do we ensure thorough vetting beyond resume highlights?
• What responsibility do boards have to investigate recent track records?

For F5 stakeholders:

• What lessons learned from the BIG-IP Next investment?
• How will product strategy decisions be evaluated going forward?
• What accountability measures exist for major strategic failures?

• This timeline uses publicly available information from company press releases, SEC filings, and industry reporting. All dates and facts are verifiable through public sources. The intent is to raise legitimate questions about corporate governance practices, not to make personal accusations.*

Sources available upon request - all information gathered from:

• Company press releases and SEC filings
• Industry publications (GeekWire, TechCrunch, etc.)
• Public LinkedIn announcements
• F5 Networks investor relations materials

I can't fathom why we have board members that are both incompetent and unethical. How can these people take millions of dollars in payment through stocks despite losing revenue year after year. Also, there seems to be some INSANE conflicts of interest at the board level.

Heard there is a small contingency of GP's discussing a no confidence vote for Penny. Has this ever happened at the firm?

There would be more accountability. Ginny would have been tossed way before 2020. She was horrible. Declining revenues quarter after quarter.

Alvind would probably have been shown the door as well. He is an awful leader, he is awful at communicating and he is arrogant, and just plain miserable. He hates being held accountable for his blunders.

Not just a new CEO, but Sycamore also named a new EXECUTIVE chairman John L. For those unaware an executive chairman has more power and authority than a regular chairman of the board. Executive chairman has a lot more say over day to day operations of a company. And essentially the CEO reports to the executive chairman. Plus like most boards they tend to operate behind the scenes, as opposed to more out front like a CEO. Get ready for virtually no transparency. Plus on a side note, no mention of Stefano's role in the new company.

Some of you are nervous about Elliott Management, saying it might mean layoffs. A future with Geoff Martha definitely means continued layoffs and possibly much worse anyway, while him and the board continue to sacrifice others to benefit themselves. It is not by chance that Geoff has loaded up the top cadre of the company and board with buddies from GE.

The fact this board has not removed Geoff after so many years of poor performance -well over the NYSE trading company average of 3 bad years for a CEO- is all you need to see to know that nepotism and cronyism is rife at Medtronic. It is absurd.

Elliott Management is a significant shareholder and they have exercised their rights. These companies do not usually walk into a company they hold major stakes in, with the intention of shutting it down. They genuinely want it to return to being profitable and a market leader... but yes, that might also take some layoffs... and divestitures. Again, a future under GM is the far worse result.

And Elliott are there for another reason. Pay attention: they have just 'diluted' the existing board's powers by installing two of their own. That's a governance and accountability mechanism. That's their spot to scrutinize Geoff's performance. That's an eventual motion to remove him as CEO and potentially more if they deem that the board's actions are harmful to investors.

Geoff is on notice and he knows it. That's what you saw in his body language.

Elliott might do things we don't like, but make no mistake that this is the beginning of the end for Geoff. Enjoy it. We've waited forever for it.

Make a real move against a member of your MC who has singlehandedly placed his income and expanding real estate holdings over keeping the business afloat.

FIG is run horribly!

Gunjan over Stern? Stern seems like the natural replacement.

Will be amazing if AC’e career is destroying a 100 year old company