Transcript: Carol Bartz on life after Yahoo by Megan Barnett @FortuneMagazine October 2, 2012, 10:17 PM EDT E-mail Tweet Facebook Google Plus Linkedin Share icons Former Yahoo CEO Carol Bartz sat down with Fortune’s Pattie Sellers at the Most Powerful Women Summit. Below is an unedited transcript: Carol Bartz PATTIE SELLERS: Carol Bartz has been a long-time beloved member of the Most Powerful Women community. I had lunch with her several weeks ago in Silicon Valley. I said, why don’t you come back, just come back. A lot of women are asking about you. So, here she is, the former CEO of Yahoo!, previously CEO of AutoDesk, and eight public company boards in the last 20 years, we’re going to talk boards, welcome Carol Bartz. Hello, Carol. CAROL BARTZ: Hello, Pattie. PATTIE SELLERS: Thank you for coming. You are the lead director of Cisco. CAROL BARTZ: I am. PATTIE SELLERS: And you’ve been on the Cisco board for 20 years? CAROL BARTZ: Probably 19. PATTIE SELLERS: Nineteen years, amazing. You had an interesting experience with the Yahoo! board. CAROL BARTZ: Yes, I did. PATTIE SELLERS: A little over a year ago, and you have really experienced what I would think would be both great boards and not great boards. So, what’s the difference? CAROL BARTZ: Well, great boards are interested in the business of the company. I mean truly interested. I’ve turned many boards down because there is only a small pool. Back to your last question, I’ve turned boards down because it was a bank. And, you now, I like banks because they keep my money safe, but I don’t want to talk about banks 12 times a year. So, they have to be genuinely interested. They have to take the time to know each other in management. And they have to have the courage to fire each other. And that’s what a good board is. Frankly, as is common, the opposite is true. You really don’t care about the business, you only care about the prestige or the money. And that happens a lot. People like to be on boards, and they like it, maybe they’re retired and it gives them another card to carry around, they’re to that interested in the business, and when trouble strikes, which it always does, bad economy, bad quarter, activists, takeover, when trouble strikes, those board members who don’t understand or are not committed are not helpful. And that’s sort of the positive and the negative. PATTIE SELLERS: So, what are the characteristics of a dysfunctional board in the sense that the board members can’t handle a crisis? What happens that they don’t ‑‑ CAROL BARTZ: Well, just like in our businesses, how many times do you think you know a friend, even god forbid a spouse, and when something bad happens, they just freak, or there’s a style you don’t quite understand. And at least with friends, spouses, employees, you get time to know them. You are there 320 days a year, and you have time to work through the process of the behavior. When a board meets six times a year, and they get into some kind of a problem, it can just erupt because you really don’t know each other that well. PATTIE SELLERS: So, you were the CEO of Yahoo! from 2009 to 2011. You had a very dysfunctional board that ended up firing you. Disregarding the fact that they fired you, they were a very dysfunctional board. Every Yahoo! board member has been replaced. Marissa Mayer is working with a completely new board. So, I know you really can’t comment on that board. But what might you have been able to do differently to create a functional board at Yahoo!? CAROL BARTZ: You know, unfortunately for the board, they have gone through one year of acquisition battle with Microsoft. And in fairness to them, they just wanted it to be simple, like no more press, no more anything. And in fairness to them, that’s really what they wanted. But the business is tougher than that. So, what I might have done, I think that I understood the relationship that I had with board members, I didn’t understand or have the time or take the time, that’s a much better thing to say, take the time to understand the relationships they had between themselves. PATTIE SELLERS: And how do you do that? Do you go on the golf course with them, or what do you do? CAROL BARTZ: Well, you go in the men’s room ‑‑ (laughter) ‑‑ that’s five hours, the golf course, that’s a long time. You know, separate dinners, two on one, just so you can start seeing all the dynamics. I mean it does take a lot of time. And that does take a lot of time. I think it’s totally wonderful for Ginni and Ursula to have grown up in these companies. I mean, 31 years, I mean there can’t be a surprise anywhere. But, when you come into a company you’ve got to be fast on your feet, and you’re trying to know everybody. You’re trying to build a team. You’re trying to know your board. You’re trying to message the employees. You’re trying to position the company. Whatever it is you’re there for. And so there’s a lot on your plate, and that’s something for everybody to remember as you’re either building a board, or coming into a board. PATTIE SELLERS: And you walked into Yahoo! and you didn’t really have the opportunity to change out the board. You did to an extent, but we were talking back stage about I asked Carol what would be ‑‑ if Marissa Mayer called her today and said give me one piece of advice, just one piece of advice, tell me what you said. CAROL BARTZ: First of all, gosh I really wish her well. I really, really do. One piece of advice, and I have talked to her, but one piece of advice I would give her is changing culture is not a sprint it’s a marathon. It’s very, very hard to affect culture. And you can get surprised thinking you’re farther down the path of change than you really are, because, frankly, most of us like the way things are. Even though somebody else outside might say, that’s bad, or that’s ‑‑ I mean they just like the way things are. And so coming in and saying we’re now going to do this, this and this and uh-huh, then they go back to their cube and go “I ain’t doing that.” And so I think that’s important for all of us is to realize how stuck individuals can be, much less 14,000 people. PATTIE SELLERS: That’s right. And I actually wanted to relate to boards, because you walk in as a new CEO to a company and you walk into the boardroom with the long-time directors there’s a culture there, right. And changing that culture is ‑‑ CAROL BARTZ: Absolutely there’s a culture there. And that goes back to your good board bad board, it’s more of how does the board work to define its culture and how it acts as a unit, and how it polices each other, back to just the high level here. But, yes, you’re walking into a group of people who have experiences together that you didn’t experience with them. PATTIE SELLERS: You are the lead director at Cisco now. John Chambers has ‑‑ you’ve sort of wanted to kind of go on and ‑‑ CAROL BARTZ: I’ve been on here a long time, there were $400 million when I joined them and they’re over $40 billion. By the way, I was a big kid on the block, because I was coming from Sun Microsystems, and our revenue was $6 billion. They were only $400. So, I was like, I can tell you what to do, if you want to practice that, bravo. PATTIE SELLERS: What’s the best lesson from being on that board? That’s a good board, isn’t it? CAROL BARTZ: Yes. PATTIE SELLERS: What’s the best lesson? CAROL BARTZ: That board doesn’t panic. That board isn’t always happy and think of in 20 years the cycles we’ve been through. And by the way, I’m the oldest, but we consult with each other. We very much know the team. Even though the products are complicated, we have good enough working ‑‑ and we have a really ‑‑ we have educators, former CEOs, technologists. So, we tried to really say we have this set of people and these holes to fill. And recruit board members that have an expertise we’re looking for. PATTIE SELLERS: My last question, and unfortunately this is a very short session, so we don’t have time for your questions and I’m sorry about that. But, do you have any interest in: a) CEO again; b) on being on another public company board besides Cisco? CAROL BARTZ: You know I grew up in a small town in Wisconsin. I never thought I’d be where I am. I never thought I’d have bling that I bought. I’m not really a planner. I’m an opportunist. So, if the right thing happens I hope I’m smart enough to do it. PATTIE SELLERS: Good words to end by. Thank you, Carol, so much.