Game on GETTING THE TALENT RIGHT IN CONSUMER PRODUCTS PURE PLAYS Game on Getting the talent right in consumer products pure plays The roster of consumer products Chairman William P Stiritz said, “The margin and cash companies spinning off divisions or private brand business.” In other cases, a new breed of flow profile of Post Foods is quite different than Ralcorp’s business units into pure plays has grown activist investor is calling for companies to drive value long in the past several years and is creation by unbundling – and SEC reporting requirements getting longer. Whether a particular portfolio is performing. Still other investors, preferring to make it clear to them how each business in a corporation’s spinoff is driven by impeccable business focus only on a business they know well, shy away from logic, activist investors, or inexorable umbrella, resulting in a stock price that fails to reflect collections of disparate businesses under one corporate market forces, one thing is certain: the the full value of each SBU. Analysts, too, may have little move triggers a host of talent challenges. may find it difficult to accurately evaluate a corporate capacity to master more than one or two sectors and You must determine who can best lead conglomeration of businesses. As James Crown, Chairman the new standalone company into the of the Board of Sara Lee Corporation at the time of its split glare of Wall Street, who should sit in the more focused shareholder base.” put it: “These two pure-play companies…will attract a C-suite, and how to constitute the board In addition, disparate businesses may be out of phase of directors for the spinoff and restructure with each other. For example, the branded pharmaceutical the existing board. To reduce uncertainty consistent cash flow. Stephen W. Golsby, retired President business is cyclical, while the nutrition business delivers in both organizations, retain and attract and Chief Executive Officer of Mead Johnson Nutrition, the best people, and convert the market from Bristol-Myers Squibb in February 2009. He says, “Even led the company through its successful IPO separation opportunity, you must make these many though Mead Johnson operated semi-autonomously top talent moves transparently, rapidly, before the split-off, Bristol Myers Squibb felt that it was not and – above all – flawlessly. peer companies.” As he points out, Mead Johnson’s stock The forces driving spinoffs in the consumer products sector show no signs of abating. In some cases, boards getting the full value of Mead Johnson compared with its debuted at USD$26 and by mid-2013 was hovering at about USD$80, despite the intervening recession. simply see an opportunity to create more value. Sara Though statistically the absolute number of consumer Lee Corporation’s board, after selling off a number of spinoff cases is small, our research suggests that consumer businesses over the years, was left with a US meat business products spinoffs often do unlock value. Given these and a pre-dominantly non-US coffee and tea business and results, the sector is likely to see more pure plays into the concluded that there was no practical synergy between foreseeable future – along with the unique board-building the two. When Ralcorp, a producer of private label food and talent challenges they present. products, spun off Post Foods, its branded cereal business, 2 Game on: Getting the talent right in consumer products pure plays While the dynamics of spinoffs may differ from each other Although speed is of the essence in spinoffs, naming and the degree of value each creates may be a matter specific executives to leadership roles too early in the of debate, they all share a common element: To get off process can lead to a loss of focus. Once decisions have to a fast start and ensure longer-term success for both been announced about who might join the new board, companies in a spinoff, getting the talent right is essential. lead the new company, lead the legacy company, and In our experience, few talent and leadership issues are fill other top jobs, individuals naturally begin to focus on more challenging. their future responsibilities. For example, members of the existing board who will serve on the spinoff’s board may The keys to a fast start and long-term success begin thinking about its long-term strategy rather than about executing the split. Early announcements can also precipitate contentious horse trading over how resources are to be allocated between the two companies. Says a former Chairman who saw his company through a split, Leaders on the front lines of some recent high-profile “You might have the designated leader of the spinoff spinoffs agree. In a series of in-depth conversations, they company arguing for cash to be left on its balance sheet, described for us the unique dynamics of talent decisions or another leader who says that a particular liability in the midst of a spinoff – the demanding time frame, doesn’t belong with his business.” the sheer number of roles to be filled, the ambiguity and uncertainty in the ranks and at the top. “You must be able to deal with enormous complexity at the speed of light,” says Stephen J. Cerrone, former Executive Vice President Human Resources for Sara Lee Corporation who helped prepare the organization for the split. “In a 10 month period, we had to recruit six board members, two CFOs, a To mitigate those risks the corporate board and executive team need a high tolerance for ambiguity. And as they structure the split, they must be able to maintain a delicate balance: addressing talent issues efficiently while ensuring that people have the interests of the current shareholders at heart for as long as necessary. chairman, two general counsels, and more – all with the Once the announcements of future roles have been made, clock running and something new happening every day.” a strong Chairman can effectively control the inevitable From those interviews and our experience assisting consumer products companies through the talent challenges of spinoffs, we have distilled some essential lessons that can help prepare boards, CEOs, and other top leaders who may be about to plunge into the vortex: Keep everyone focused on shareholder value – not on individual fates Once your people get wind of a possible spinoff, jockeying for resources. One Chair, for example, preempted the problem by having the current board make all of the major decisions about such issues. Another Chairman, who foresaw contention over the disposition of talent between the two companies, took an entirely different, and equally effective, tack. He told the CEOs of the two companies-to-be that they would have to work it out with each other and that he would step in only in irresolvable cases. As he anticipated, he did not have to intervene in a single case. Though the tactics of each chairman differed, both approaches were based on the principles of clarity in the policy and transparency in the process. employees at all levels of the organization will naturally begin to wonder where they might fit in the new order. Keeping them focused on the existing business requires a balance of transparency about future plans and diplomatically communicating the message that the best thing that they can do for themselves is to continue to perform their current jobs to their best of their ability. Heidrick & Struggles 3 Combine speed and care in building the new boards In the absence of a well-structured process, hasty decisions may inadvertently create the loss of focus among board members that can occur when people learn prematurely where their futures lie. Filling a single board seat can be a challenging and timeconsuming process under the best of circumstances. Filling several seats for the spinoff’s board multiplies the challenge enormously. You must develop a strategic profile of the board-to-be, identify several candidates for each seat, assess them, and successfully recruit the finalists – all within the year or less that typically elapse between announcement of a spinoff and its IPO. Make sure that key leaders are ready to handle the dual pressures of running a public company and a pure play Some seats should be filled by directors from the legacy “The spotlight from Wall Street is glaring,” says the former company to ensure continuity, but their move creates CEO of a highly successful spinoff. In addition, the other vacancies on the legacy board. In addition, some skills may pressures and demands on key leaders in a pure play no longer be needed on the legacy company’s board, and can differ significantly from those faced by leaders in a some members may simply elect to leave on the high note portfolio of businesses. Further, some of the positions of a successful spinoff. In any case, the sum of vacancies, to be filled, like General Counsel and Head of Investor when both boards are counted, will be high. Relations, do not exist in the business or division to be When a board is being formed essentially from scratch spun off. The board must weigh all of these factors as they and against the clock, the likelihood of poor ‘fits’ greatly increases. The skill sets and styles of all of the board members must be identified and combined in a coherent whole, a problem that requires the board and develop profiles for key positions, determine whether to fill them internally or externally, and make these key appointments: the executive team of the existing company to work CEO out a great many variables simultaneously. Says Bruce When no one in the existing company with experience as Carbonari, who as Chairman and CEO of Fortune Brands sold its golf-related business and then split the remaining company into Fortune Brands Home & Security and the spirits company Beam: “It wasn’t a matter of simply filling board positions, but about working down to the committees and filling them with the right people.” a public company CEO – like the current CEO or a member of the board – is willing and able to take the reins of the spinoff, the choice can be difficult. The president of the business prior to the spinoff, who may appear to be the obvious candidate for CEO of the spinoff, may never have had to deal with analysts and investors and may With so many variables to consider and the clock ticking, not be prepared for the relentless quarterly pace of a it is tempting to take shortcuts: forego referencing, public company. interviews, and assessment and simply recruit people Even companies that have practiced rigorous CEO with outstanding resumes or well-known names that will excite potential investors. But no matter how good candidates look on paper, there is simply no reason to let time pressure short-circuit assessment. You can start by determining the end date when appointments should be finalized and work backwards from that date to establish when major milestones in the process must be completed: final referencing, candidate interviews and assessment, identification and initial referencing of candidates, and identification of required competencies. succession planning may find that they have no “readynow” candidate to assume the top job in the spinoff. Succession planning takes place within the context of the existing company. A spinoff is often a relatively unforeseen event that may be out of sync with that longterm planning. The heir-apparent to the company’s CEO may be three or more years away from being ready, while the spinoff might occur in a matter of months. On the other hand, says Stephen Cerrone, “Succession planning is designed to prepare people for more difficult, more complex roles – a spinoff just accelerates the timing.” 4 Game on: Getting the talent right in consumer products pure plays A growing roster of spinoffs Pharmaceutical giant Bristol Myers Squibb in 2009 split off Mead Johnson, its nutritional products business. Ralcorp, producer of private label food products, spun off its branded cereal business, Post Foods, in early 2012. Fortune Brands sold its golf division and in 2011 split its spirits and home products businesses into two public companies, Beam Global and Fortune Home & Security. Kraft Foods Inc. in October 2012, completed its split into a snacks and confections business called Mondelez International, Inc. and a North American grocery business called Kraft Foods Group, Inc. Foster’s Group split its beer and wine business in May 2011 forming Treasury Wine Estates. The legacy beer business was subsequently acquired by SABMiller. Abbott Laboratories separated into two companies at the beginning of 2013, one in medical products and consumer nutritional products, which retains the Abbott name, and the other in research-based pharmaceuticals, named AbbVie. Sara Lee, having spun off apparel as Hanesbrands and sold other businesses, broke the remaining company into two companies in 2012: Hillshire Brands, a pure play focused on meat products, and DE Master Blenders 1753, a pure play focused on coffee and tea. Dean Foods completed its split into two companies in May 2013: a higher-margin, higher-growth organic foods business and a legacy fluid milk business. More recently, activist investors were agitating for PepsiCo, Smithfield Foods and Sony to spin off certain SBUs to unlock greater shareholder value. If the company decides that the advantages of having especially if the CEO is relatively inexperienced there. Most someone who knows the business outweigh the lack importantly, an experienced public company CFO can be of prior public company experience, the board of the invaluable to a CEO who lacks public company experience. existing company can take steps to surround the internal candidate with help – especially with a strong Chairman who has experience as a public company CEO. In one case, the existing company decided to install a first-time CEO with the understanding that he could assume both roles three years later. The board can also make sure that the CEO will be surrounded with outstanding external advisors and internal talent well versed in legal and regulatory issues, executive search, corporate governance, and any other areas in which he or she might be weak. As with the CEO role, the existing company’s succession planning may not have produced a “ready-now” candidate. Further, says one Chairman and CEO who guided a major holding company through a spinoff, “Many divisional CFOs are more like controllers. They haven’t spent a lot of time with the balance sheet, other than with working capital, so they may be unfamiliar with debt structure and equity arrangements.” In addition, the CFO should have strong relationships with analysts, the investor community and credit rating CFO agencies.“ The great ones have the ability to take very One of the most critical internal supports for any CEO is that anyone could understand,” says Stephen Cerrone. “But the CFO, who should complement the CEO’s strengths and compensate for any areas of weakness. For example, if part of the pure play’s strategy is the acquisition of similar brands, the CFO should be experienced with M&A, complicated issues and explain them to analysts in a way in a pure play it’s even more important because they have to explain the transition from where the business was to where it’s going.” Heidrick & Struggles 5 CMO CHRO As in consumer products companies generally, CMOs play The CHRO must be adept at devising a human capital a critical role in pure plays but the challenges and focus strategy for the spinoff, including recruiting talent in the differ. Initially, the great challenge lies in rebranding the short term, building a leadership team, interacting with new business. The company may be launching an entirely the Board, and developing talent in the long term. As the new brand name, as Sara Lee did when it spun off its former division of a larger company transitions to a highly coffee business as DE Master Blenders 1753. Even if the focused, single-minded pure play, with pressure on every brand is familiar, it may need to be repositioned, especially individual to perform at the highest level in order to grow if the former owner treated it as an also-ran or a cash cow the company, he or she must know how to work with the rather than as a category leader. The CMO must determine CEO on culture change and on creating the employer the big initiatives that will drive the rebranding and value proposition. repositioning, make sure they are uniformly understood across geographies, and see that they are executed. General Counsel Over the longer term, however, the CMO must have the The General Counsel, in today’s highly regulated skills to build the brand or portfolio of brands significantly, environment should have experience with public delivering on the significant growth promise of the company governance, regulatory and compliance issues, spinoff. As a former head of HR puts it, “Some people and international legal operations if the pure play is a know how to do that and some don’t, and it requires some multinational. extremely technical expertise in marketing to do it.” That growth-driving expertise includes marketing and product innovation, consumer insights, and the ability to work Head of Communications closely with R&D. The Head of Communications should of course have the Because pure plays aren’t subject to the internal where one slip in product quality or a financial setback competition for resources that occurs in portfolios of businesses, they can more easily capitalize on opportunities for innovation. Some pure plays, like Hillshire Brands, have established the role of Chief Innovation Officer. “We deliberately created the role to focus on learning from our consumers through active engagement and dialogue,” says Mary Oleksiuk, the company’s Chief Human Resources Officer. “It is critical for us, combining art and science and driving specific key performance indicators, processes, and culture. The incumbent not only needs marketing capabilities but also should have run a business.” usual media and public relations skills. But in a pure play, can get greatly magnified in the press and the public consciousness, experience with crisis communications can be critical. The leader must be able to respond quickly and transparently, contain the damage, and maintain public confidence in the company while strategically supporting the CEO and CFO in investor messaging. “In a pure play,” says one CHRO, “you don’t need to deploy sophisticated leadership models – you need leadership skills around agility, focus, and the will to win. In the C-suite you need behaviors in action: leaders who are deep experts, hands-on, and move fast between strategy, execution, and people.” In a pure play there are no other businesses to take up the slack for a bad quarter or a bad year. The pressure to grow, to enhance operational performance, and to create value falls squarely on one business and one business only – and its people. “There is no hiding ‘B’ players, who may have been inadvertently tolerated before a spinoff,” says one CEO. “Growth expectations are going to rise for the business and drive higher performance standards accordingly.” 6 Game on: Getting the talent right in consumer products pure plays Take advantage of the opportunity to promote the employer brand A spinoff not only requires rebranding of the business externally, but internally as well. Partly, the new employer brand will depend on the strategy you intend to pursue. But even if the business strategy remains the same, the simple fact that the company is now a pure play has numerous implications, with both positive and negative connotations, depending on the interests and ambitions • of individual employees: The narrower focus of the business may offer fewer Mary Oleksiuk, who joined Hillshire Brands after its spinoff, sums up the attraction of working for a pure play this way: “It’s the opportunity to make an impact. In the pure play, every position counts. It’s energizing and challenging every day. We have four different generations of employees under one roof and we keep the best of them by offering development opportunities tied to our strategy – innovation, acquisitions, and market growth.” The business experience of a lifetime • opportunities than conglomerates for people to broaden their skills across divisions, disciplines, and Amid the multiple pressures of a spinoff – its speed, geographies. But that singular focus enables people complexity, and implications for your future – it’s easy to deepen their core skills significantly and their to overlook the obvious: it’s one of the great ‘stretch’ knowledge of the sector and have real impact on business experiences you are likely to undergo in your the business. career. Whether you are a board member, a member The “no-place-to-hide” nature of pure plays, noted above, typically entails a high-performance, highaccountability culture with a bias for action and an insistence on excellence in execution. Many people thrive in such an atmosphere and enjoy the challenge; • others may not. The smaller size and geographic reach may restrict development opportunities somewhat, but it also enables greater work/life balance. of the executive team, or one of the trusted advisors or consultants assisting with the transition, you are helping create what is effectively a new company. The hours are long, the decisions are tough, and challenges are daunting. But there are few other development opportunities like it. “It’s the most unbelievable experience that I’ll probably ever have,” says a top executive who spent 20 months working day and night with his colleagues on a major spinoff. “There were a lot of people involved, and when I It is as important to think through these internal branding look back on it I wish we had emphasized its impact on issues as carefully as you think through the external development. We focused intensely on the issues, but rebranding of the company. Establishing and promoting every once in a while I would be sitting with one of my the employer brand will not only make it clear what kind direct reports, working far into the evening, and I would of people you want to attract but may also reignite the say, ‘I know this seems like a nightmare, but trust me – motivation of current employees. Mead Johnson, sent an you want to do this.’” n unmistakable signal that the new company represented a decisive break with the past by moving headquarters from the legacy location in Evansville, Indiana, to Chicago. Similarly, Hillshire Brands moved from Downers Grove, Illinois, to downtown Chicago, a location that CEO Sean Connolly told shareholders would “provide a recruiting advantage for highly talented innovators who are seeking a fast-paced and exciting workplace.” Heidrick & Struggles 7 Heidrick & Struggles is the premier provider of senior-level Executive Search, Culture Shaping and Leadership Consulting services. For 60 years, we have focused on quality service and built strong leadership teams through our relationships with clients and individuals worldwide. www.heidrick.com Torrey Foster Torrey Foster is an alumnus of Heidrick & Struggles' Chicago office. +1 (312) 496 1521 [email protected] Nilgun Langenberg Nilgun Langenberg is an alumna of Heidrick & Struggles' Amsterdam office. +31 20 4627786 [email protected] Copyright ©2013 Heidrick & Struggles International, Inc. All rights reserved. Reproduction without permission is prohibited. Trademarks and logos are copyrights of their respective owners. 201301JNTSRG90
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