Executive

…24

The client, in his mid-sixties, a tall, distinguished man, slowly paced the floor of the conference room. Tom, Brian, and Steve, seated at the dark, glossy conference room table, were going over paperwork. Alex walked in at precisely 10:00AM, but she still felt late.

"Now we are all here, Dr. Barnaby, and we are listening," Tom said, after making the formal introductions.

"I don't even know where to start," the man said. "The entire situation is confusing to me. Bear with me; I will try to explain everything the best that I can." He had stopped pacing the floor, but he was still standing. "I founded NanoLance in 1986, in the heart of Silicon Valley. I hold several patents for programmable logic devices, encoding systems, architecture for multiple processor devices, and other such things. We have developed a number of successful technologies, some of which I am sure you must be familiar with, such as guidance chips for satellite navigation and positioning systems, guidance software, dynamic automation systems, terrain contour or elevation matching software, also known as landmark and landscape recognition software, pre-programmed flight plans, and so on.

"As I am sure you are suspecting by now, early in our company's existence we became a contractor for the United States military. It has been our number one client for all our newly developed technologies and applications. We collaborate with the US military for most of our research-and-development initiatives. NanoLance has grown nicely throughout the years and has made me, its founder, really proud." Dr. Anthony Barnaby smiled for a second, before letting worry regain control over his charismatic features. He looked at everyone sitting around the table, one by one, to ensure they were following his story and understanding every detail.

"When you are referring to the US military, who exactly are you talking about?" Steve's clarification question interrupted the brief silence.

"Everyone, including agencies, departments, and organizations partaking in the defense of our country. The Army, Navy, Air Force, Customs and Border Protection, even the CIA."

"Thank you, Dr. Barnaby, please continue," Tom said.

"Where were we…? Ah, yes. We are headquartered in downtown San Diego to be closer to our manufacturing facilities near Alpine. You see," he paused a little, catching his breath, "we also manufacture most of our components and subassemblies, and we have a complete assembly line for consumer GPS devices, both handheld and in-dash mount. Some of you might be familiar with our brand of navigation devices, the NanoGuide."

Dr. Barnaby screened his audience again, looking for signs of familiarity with his brand. Satisfied, he continued. "We've just recently launched the consumer navigation devices on the market; I am confident that, within two years, we could reach 2.4 billion dollars in sales with the help of our new brand. Last year, our revenue was a little over 2.2 billion dollars. We're publicly traded; listed on NASDAQ since 1998."

Another pause. Dr. Barnaby reached out for the glass of water in front of him and took a sip, without sitting down. "I should be happy," he continued. "Instead, I am increasingly worried that something is wrong. Here's why." He finally pulled out his chair and sat down.

Alex followed closely every move he made, the expressions on his face and the inflexions in his voice, looking to get as much insight as possible. She was taking notes, and so was everyone else on the team. She found herself wondering why no one was taking notes on a computer. She started to reach for her laptop, but stopped before completing her gesture; it might make her seem out of place with the rest of the team. She decided to continue taking notes in the old-fashioned, ineffective way, emulating the behavior displayed by her experienced colleagues.

Dr. Barnaby threw her attention back into high gear by resuming his address.

"After returning from the company's Christmas party this past December, I found this note in my coat pocket." He put a small, crumpled piece of paper on the table. Without a word, Brian picked up the paper and place it on the scanner situated on a nearby table. A screen descended from the ceiling, making a whirring noise. The projected image on the screen showed the enlarged note, revealing a few words scribbled in a hurried, broken handwriting.

As the words on the screen were becoming apparent, Dr. Barnaby's voice was following along.

"Please stop this insanity, or more people will die." He gave a long, troubled sigh. "You have no idea how many nights I tossed in bed, trying to figure out what the note is referring to. What insanity? Who died? Is this a threat? Or a warning?"

"Dr. Barnaby," Tom said, "we will elucidate these mysteries for you, I am positive about that. Have you done any fingerprint analysis on the note?"

"I hesitated to take this to the authorities. Call it instinct, if you wish," he responded to the surprised glance Alex had thrown his way. "What if this was a warning, and, by involving the authorities, I would put my whistleblower in danger somehow? I am more inclined to believe this was a warning rather than a threat, because more than four months have passed since the day I found this, and I have received no other messages. Anyway, this is not all. The second reason for my presence today is of a different nature. It has to do with our stock price."

Alex was silently praying this would not get technical. Her limited knowledge of how the stock market worked could seriously hinder her ability to work this case. She made a mental note to ask Steve for a stock market 101 training session.

"Let me give you the basics," Dr. Barnaby continued. "Currently, our stock price is about $145, and I am still the majority stock holder of the company. This is not your typical situation for a publicly traded organization, but we have always had a strong cash flow position, plus we were quite small when we had our initial public offering, so I was able to retain control over the company, while raising the capital needed to launch our consumer products. I am leading the company with the assistance of a board of directors, which I also chair. All seems fine, but I have noticed a strange couple of coincidences in the past few months." He paused a little, allowing everyone to process the information he had presented. "Before proceeding, any questions so far?"

A quick look around the table reassured him everyone was following closely. A few seconds of silence encouraged him to continue.

"This time I have no evidence to show you, this is just my observation, so it might appear subjective. I've been trying to sell a significant part of my stock to be able to retire. My retirement plan requires that I raise quite a bit of free-flowing cash from the sale of a significant portion of my stock, which would cause me to lose the control position I hold now. I would also like to hold on to a bit of stock, to have a stable source of income in my retirement. Without boring you with too much detail, I need to sell roughly half the stock I own, to free up the cash I need for my retirement investment, and keep the rest for income.

"Well, in the past year or so, whenever I tried to make a move and sell my stock, it seems that something happens out there, and the stock price drops significantly. I can't keep my intentions secret; company control changing hands is an issue that requires all the executives to be informed, takes significant planning, and requires me to abide by the laws governing insider trading. This means that I can only sell or buy shares during specific periods of time, called insider trading windows, when all the company performance information becomes public on the market."

"What do you mean by 'something happens out there'? Could you give us an example?" Tom asked.

"Absolutely. One time it was a news article that appeared just before the trading window opened, stating that the company risked losing business from the US military due to pending investigations. It wasn't true. Our lawyers got in the mix, the paper issued a note stating the article had been published in error, but the damage was already done. The stock price lost almost 40 percent in a week's worth of trading. It took months for us to recover.

"Another example comes to mind: rumors of a potential US Securities and Exchange Commission investigation were leaked, just days before the trading window would open. The leak was anonymous, unfounded, but it led to an almost 20 percent drop in stock price and to another quarter in which I couldn't sell my stock. These trading windows only open after the quarterly results are made public. If I miss one, I have to wait another quarter."

Dr. Barnaby quickly looked around the table and added, "I know these examples sound like coincidences, and I know you might find me overly preoccupied with the cash value of the stock, but this is my company, this business has been my entire life. Whenever something bad happens to the company, I feel physical pain, which has nothing to do with money." He cleared his throat quietly, then resumed. "We do have, my wife and I, quite an ambitious retirement plan in mind, and considering the number of lonely nights I've put her through because of my demanding job, I have every intention of making it happen."

"Can you share with us what that plan is?" Steve asked.

"We've had our hearts and minds set on this island in the Bahamas. It's large enough to build a small resort and small enough to call private. Governments sell many things these days, trying to make ends meet in their economic struggles, and this is our opportunity. It's called Twilight Cay. Twelve hundred acres of undeveloped land in the Atlantic Ocean. My wife thinks I cannot retire without something to do, but she is adamant about spending her golden years by the water."

"Who else knows about your plans?" Steve's question was met with a nod of silent approval from Tom.

"I don't think many people do. Both my wife and I are quite careful. We wouldn't want our daydreaming to be misconstrued as boasting about our money, or whatever other negative image the words 'private island' could bring to people's minds."

"How about your intentions to sell significant portions of your stock? Who knows about that?" Alex ventured her first question in a timid voice.

"Quite a few people, I'm afraid. The board of directors, all the executive leadership team, and all support functions involved in drafting related paperwork, such as the legal department, and admin assistants."

Alex nodded a silent thank you.

"Please continue, Dr. Barnaby," Tom suggested.

Dr. Barnaby stood and began pacing the room again, slowly, as to gather his troubled thoughts. He briefly touched the perfect knot of his necktie, to ensure it was still in place.

"This might be unrelated, but I've decided to mention it anyway. We've conducted an employee engagement survey. We've surveyed all 900 employees, both corporate and manufacturing, on a number of key engagement factors: their satisfaction with their work, compensation, pride to be working for NanoLance, whether they are looking to change jobs, all standard engagement questions, all anonymous, of course. We have allowed for open-ended questions, so they can freely input whatever it is they see as dissatisfactory with their place of employment. The results were quite worrisome. Not only did we score well below the industry average, but also no one trusted me — us, the leadership team — with no reasons mentioned about why.

"Most open comment fields were left empty. What really triggered my suspicions was that the survey results kept being postponed; I had to insistently keep asking for them." He suddenly looked tired. "I am afraid of looking my own people in the eyes. They are unhappy, and they don't even trust me to fix it anymore. They must think I am the most clueless dinosaur of all the technology CEOs in history… and they might be right!" His escalated tone of voice was a surprise. It revealed the storm brewing beneath the apparently calm surface of his contained demeanor.

"It might not be too late to convince them to the contrary, Dr. Barnaby," Tom said in a comforting voice. "Some of your people are still willing to provide you with the information needed to make changes and correct things," he continued, pointing at the handwritten note still displayed on the wall screen. "That's why we're here, to do something about all this."

"I'm sorry, you're right. I apologize for my outburst; this is an emotional issue for me. Let's continue," he said, sitting down again and taking a newspaper clipping out of his briefcase. Brian took it promptly to the scanner. The wall screen displayed a news article talking about a drone involved in a friendly fire incident, killing civilians and allied forces in Afghanistan.

"No one knows why this drone opened fire on our friends and allies. Yet. What we do know is that NanoLance makes the navigation and positioning chips for many US drones currently in service." Dr. Barnaby's voice was down to a whisper. "We make the guidance chips, guidance software, and target recognition and acquisition software for almost all drone manufacturers in this country, and also for some abroad. We have an assembly line for a few new drone models, as the most recent addition to our military product offering."

The silence in the room was deafening, as the implications of Dr. Barnaby's words were sinking in.

Dr. Barnaby stood slowly. He looked pale and exhausted, about to fall apart. He leaned against the massive conference room table with a wrinkled, trembling hand, trying to maintain his balance. "This company has been my life. It's supposed to be my legacy, and my retirement income. All my life I have held my head high, and I have been proud of my work, but now I don't know anymore. If we can't sort out and fix this mess, I am finished."

Alex could hear her heart rhythm escalating to a deafening beat, while her panicked thoughts were racing. This is my first case? Oh, God… Where do I even start?