Last month, Kara Swisher reported that Schultz and Accel Partners’ Kevin Efrusy were suddenly stepping down from the Groupon board.

Schultz’s departure was effective immediately, while Efrusy will not be standing for reelection at the company’s annual meeting in June.

In the interview on CNBC, Schultz said, “I only committed to one year. It just so happens that my exit was timed with the problem they had last quarter, and no one should read anything into that.”

When asked whether the company has enough adult supervision, he added: “I have confidence in the board and Andrew, and that’s all I have to say at this time.”

Groupon’s stock has continued a downward spiral after it revised its fourth-quarter results to account for higher than expected returns during the holiday period. Today, the stock is down 1.3 percent, or 13 cents, to trade at $9.94 a share.

At that price, it is worth half as much as at the time of its initial public offering.

On the same day that Schultz and Efrusy announced their departures, Groupon said it planned to appoint both Daniel Henry, CFO of American Express, and Deloitte Vice Chairman Robert Bass. Henry joins immediately, in Schultz’s place.

The daily deal company’s shares slid 3.3 percent, or 34 cents, to settle at $9.97 a share today, marking the first time its stock closed in single digits.

At that price, the company’s value hovers around $6.4 billion, which is getting uncomfortably close to Google’s $6 billion buyout offer that the Chicago company turned down in late 2010.

Groupon has been unable to regain investor confidence since revising its fourth-quarter results at the end of March despite putting out a string of press releases. Over the past couple of weeks, it has hired a new SVP, Kal Raman, and appointed two new directors with accounting expertise.

Today, it sold a package that included a pair of tickets to see New Kids on the Block, a ride on a roller coaster with the teen heartthrobs and round-trip airfare, among other activities, for $10,000, or roughly half off.

Now Groupon is also half off. (I’m pretty sure the NKOTB’s lyrics “Hangin’ Tough” can apply.)

At less than $10 a share, Groupon’s stock is 50 percent below its IPO price of $20 a share.

For CEO Andrew Mason, it means watching his shares decrease from $1.3 billion at the stock’s peak on day one to roughly $470 million today.

GRPN data by YCharts

MetroPCS, which provides cellular service to 9.3 million customers, had a market value of about $4.3 billion as of Friday’s closing price. Its shares gained 6.4% to $12.78 in after-hours trading on news of the talks.

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You know the litany: Last year Yahoo sacked its CEO, and as this year began it hired a replacement. In December Yahoo founder Jerry Yang resigned from the board. Last week, four more directors agreed to step aside; the board named two new outsiders to the board and promised to find more.

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For Facebook, the cause du jour is the lack of women on the board of directors. Gallons of virtual ink have been spilled decrying the shamelessness of it all. Well, here’s more, but this time directed not at Facebook, but rather to those who feel aggrieved. Get over it. Your complaints, while well-intentioned, are misguided.

First, those shouting “injustice” need look no further than one rung down the ladder from Mark Zuckerberg to see that he clearly has no issue with listening to women in positions of power. In Sheryl Sandberg, Mark — and perhaps the board that existed at the time — chose an incredibly capable operating leader who, while probably given many labels over her career, has never once been called a shrinking violet. She’s not one to shy away from contentious conversations, and her reputation was well established by the time Mark selected her from the fleet of talented candidates raising their hands to move in to Facebook’s executive suite. Unless there is some Oscar-worthy acting going on, Facebook’s C-suite is no boys’ club.

Second, those proclaiming the company cannot be well directed without boardroom diversity argue that varied board member demographics add needed depth to the conversation. How will the company process disparate perspectives with an all-male board? While in many cases this argument is spot on, this time it makes no sense at all. Friends, Facebook is a social media company. Does anyone really think that Mark Zuckerberg waits for board meetings to collect opinions and observations about what is working and what isn’t? This company receives opinions and data-based feedback from millions of active users every day. Has there ever been a company exposed to so much diversity on such a frequent basis? Think that users don’t share their opinions? Think that Mark doesn’t ever listen? Then think about Beacon or the company’s progress on privacy controls. Facebook can accumulate, process and react to unbiased opinions of its product, service and direction in less time than it takes most corporate governance groups to schedule a conference call.

Third, as has been widely publicized, thanks to the dual-class stock system and other disclosed elements of the company’s voting structure, the Facebook board, excluding Mark, will not have meaningful voting power. Control rests with the founder. If you don’t like that reality, don’t buy the stock. If you are willing to tolerate consolidation of power in the hands of the pilot who has flown the plane to its current heights, then your best hope is that from this point on, Captain Mark will surround himself not only with tremendously thoughtful advisers, but also with those to whom he will really listen. Yes, he can build a board to appease outsiders by checking all the right demographic boxes, or he can make his selections based only on his perception of which individuals will genuinely be most helpful to him. Given that the company appears on track to produce one of the greatest returns on investment ever generated by a company of its age, so far his record speaks for itself.

I am not arguing that boards don’t need diversity. Most of the time they do, but let’s pick those fights thoughtfully and where the board has power. Facebook receives instantaneous feedback from every demographic out there, and if it fails to listen and respond, Google+ or other emerging competitors will. Combine that feedback channel with diversity in the management team and the company’s governance power structure, and potential shareholders should be cheering for this 27-year-old to surround himself with those who can successfully impart wisdom that he will heed, not those who look appropriate in the annual report photo.

Lise Buyer is the Founder of the Class V Group, an IPO Advisory firm. She founded Class V to leverage her experience as an institutional investor (T.Rowe Price), investment banker (CSFB), internal IPO specialist (Google) and public company board member to guide management teams through the IPO process more efficiently and effectively.

In a letter addressed to Facebook Chief Executive Mark Zuckerberg on Tuesday, California State Teachers’ Retirement System Director of Corporate Governance Anne Sheehan wrote that, “We are disappointed that the Facebook board will not have any woman members.”

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This makes the second director to leave HP in as many weeks.

HP’s statement from the filing, in full:

On January 24, 2012, Lawrence T. Babbio, Jr. notified the Board of Directors of Hewlett-Packard Company (“HP”) that he will not stand for re-election at the next annual meeting of stockholders. Mr. Babbio will continue to serve as a director of HP until HP’s next annual meeting of stockholders, which is scheduled to be held on March 21, 2012.

Ten days ago, it was Sari Baldauf, a former Nokia networks executive, who said she would not stand for reelection.

Babbio (pictured at right) and Baldauf were both targeted last year by shareholder activist groups like Institutional Shareholder Services and Glass Lewis, who urged shareholders to vote against their reelection to HP’s board. Their concern was that HP’s board seemed too chummy.

ISS argued at the time that Babbio was the only member of the board’s Nominating and Governance Committee to participate in the discussions of what it called an “ad hoc committee” that brought five new directors to HP’s board during the 11 months that Léo Apotheker was CEO. Among those new directors brought on: Current CEO Meg Whitman and former Alcatel-Lucent CEO Patricia Russo.

In its report, Glass Lewis had urged shareholders to withhold a vote for Babbio — and had done so in 2007 and 2009, as well — saying that as chairman of the board’s HR and compensation committee, he hadn’t worked hard enough to link performance to pay. According to the Glass Lewis analysis, HP paid its executives more than the median of 33 other similarly sized companies. “Overall the company paid more than its peers, but performed moderately worse than its peers,” it said. On executive pay, Glass Lewis gave HP a “D” on a scale of A to F.

Now, the bigger question is: Who will be nominated to replace them? HP’s shareholder meeting is seven weeks away.

Baldauf was Executive Vice President and General Manager of Nokia’s Networks business from 1998 until 2005. She had joined Nokia in 1983 and held several executive positions there, including VP of its Asia Pacific unit from 1997 to 1998, and president of Nokia Cellular Systems from 1988 to 1996. She sat on N Executive Board of Nokia from 1994 until January 2005. She’s also a director of German automaker Daimler and of three Finnish companies one of which is the computer security firm F-Secure.

The filing reads in full:

On January 18, 2012, Sari M. Baldauf notified the Board of Directors of Hewlett-Packard Company (“HP”) that she will not stand for re-election at the next annual meeting of stockholders. Ms. Baldauf will continue to serve as a director of HP until HP’s next annual meeting of stockholders, which is scheduled to be held on March 21, 2012.

It’s not entirely clear whether HP will move quickly to put another director on its board or not.

Sources close to the company say that co-founders Mike Lazaridis and Jim Balsillie will soon relinquish their titles as co-chairmen of the board, officially ceding that position to board member and Royal Bank of Canada exec Barbara Stymiest.

“Stymiest is a lock for chairwoman,” one source told AllThingsD. “The only thing that’s unclear right now is the timeline for her appointment.”

A second source confirmed the likelihood of Stymiest’s appointment, but cautioned that a final decision hadn’t yet been made.

Earlier this week the Financial Post reported that RIM’s board was leaning toward tapping Stymiest as chairwoman. So evidently things are moving apace up in Waterloo, and it’s only a matter of time until RIM begins the executive overhaul it hopes will keep it relevant.

But at this point, is removing the co-CEOs from their shared board chair duties enough?

RIM’s share price ended 2011 near a seven-year low; the precipitous tumble that took it there trimmed $27 billion from its market cap. That’s $7 billion more than Nokia is worth right now.

Jefferies analyst Peter Misek says Stymiest’s appointment could help, but not for a while: “We would view such an announcement positively as we believe she will initiate a formal strategic review, possibly trim costs in the hardware business, and possibly announce additional partnerships; however, we continue to see an outright sale in the near-term as unlikely and see near-term results as challenged.”

But RIM’s gruesome downward spiral was caused by a string of foolish missteps and disappointments that will not be easily reversed, particularly not with a simple board chair swap. While Stymiest’s background is impressive — executive positions at the Royal Bank of Canada and Toronto Stock Exchange parent TMX — it is largely financial. She seems to have little background in consumer electronics. Presumably, some experience in that area would be helpful.

More helpful still would be a chair who hasn’t been so steadfastly supportive of Lazaridis and Balsillie, who seem to be engineering RIM’s decline just as deftly as they once engineered its ascension to dominance in the smartphone market. Their inexplicable optimism in the face of near-catastrophic screwups; their early indifference to the iPhone and similar devices that would ultimately undermine their business; and their bizarre mutual egocentrism in the face of product delays, successive quarterly earnings slips and declining smartphone market share — getting past all of that will require some serious readjustment at the company. Is Stymiest the person to provide that? And if she is, why hasn’t she done so already?

Recall Lazaridis’s remarks during a June earnings call, remarks made while investors gutted the company’s stock in reaction to a truly crappy quarter:

“Jim and I have the perfect balance to make the hard decisions. This is fun. … We’re changing the world. We’re transforming the way people work. … We birthed a tablet in a year! … We transitioned to a new operating system!”

As I wrote at the time, “The only thing more tiring — and frustrating — than listening to the company’s repeated ‘just you wait, our new device is a quantum leap over anything that’s out there’ promises is hearing the two guys who make and then break them congratulate each another on what a fantastic job they’re doing navigating a transition they didn’t have the foresight to prepare for — or see.”

In the end, for RIM to reverse its downward trajectory, there must be more than a simple board change.

“There’s a bigger problem than the market share erosion and product delays,” said one analyst, who declined to speak on record. “It’s Mike and Jim.”

Reached for comment, RIM offered the following:

“As previously disclosed, RIM’s Board has established a Committee of independent directors with the mandate to study the Company’s governance structure and report their findings by January 31, 2012. The Committee is on track to meet this schedule and the Board will then publicly respond to the recommendations of the Committee within 30 days.”

While much of the attention may focus on the original letter written by Gloria Allred to Mark Hurd claiming a pattern of sexual harassment of the marketing contractor Jodie Fisher, the fact remains that he was fully exonerated of those allegations by an internal Hewlett-Packard investigation conducted by the law firm of Covington & Burling on behalf of HP’s board of directors.

In fact, what got Hurd ousted from his job as HP’s CEO on Aug. 6, 2010, were questions related to his expense reports.

So what do they show?

AllThingsD has obtained some background notes that were prepared in connection with the so-called Covington Report — which a Delaware judge has ruled will remain under seal — delivered to HP’s board during the summer of 2010. The one page of notes goes into some detail about the nature of the four of Hurd’s expense reports that specifically name Fisher as having been in attendance.

This is a key detail because HP’s official reason, as explained by then general counsel Michael Holston on Aug. 6, 2010, was that Hurd’s expense reports were prepared in a way that “had the effect of concealing Mark’s personal relationship with the contractor.”

How might Hurd have arguably used an expense report in this way? By leaving her name off of reports claiming expenses for certain dinners.

But here are four examples of expense reports where Fisher was specifically named. By way of explanation, mentions of “Fimbres” refer to Hurd’s assistant Caprice Fimbres, who had hired Fisher in the first place.

A third person is listed as being in attendance on three of the four occasions. In one instance, it is Hurd’s assistant Fimbres, who arranged the dinners — but might not, in fact, have attended.

In another, it is Denis Lynch, Hurd’s security guard, who also might have been nearby but not at the actual dinner.

In another, it is John Spires, but it is unclear exactly who he is. (Note: The expense note could be referencing John Spiers — spelled differently — who was CTO and founder of LeftHand Networks, which was sold to HP in 2008; he is now CEO and founder of NexGen Storage.)

September  12,  2007 — Fimbres later seeks reimbursement for “Dinner with HP Host for CEO Events” for the night of September 12. Dinner was billed to Sullivan’s and the listed attendees are Hurd and Fisher. Total reimbursed amount is $99.86.

October 26, 2007 – Fimbres later seeks reimbursement for dinner at the hotel the night of Oct. 26 in the amount of $319.47. The listed attendees are Hurd, Fisher and Denis Lynch (HP employee).

July 30, 2008 — An expense report filed by Caprice Fimbres shows a charge for “dinner with three people” – Fimbres, Hurd and Fisher — in midtown Tokyo for $326.50.

August 3, 2009 – A Fimbres expense report shows a $347.42 charge for dinner at W Steak in Beverly Hills. Listed attendees are Hurd, Fisher and John Spires. Stated business purpose is “Dinner while in Los Angeles with HP Customer Roundtable Host,” and there is the following expense comment: “High Cost restaurant although didn’t order that much.”

The first meeting mentioned in this group would appear to coincide with a meeting in Denver described in the Allred letter. Fisher, as Allred tells it, was being considered for a job, but the meeting “felt more like a date.”

HP has never disclosed the detailed accounts of the problems with Hurd’s expense reports that led to his resignation, and probably never will. Hurd was, after all, two CEOs ago now, and HP obviously has other priorities.

And Hurd is now co-president at Oracle, HP’s bitter rival.

But these details, if nothing else, raise some additional questions about the circumstances that led HP’s board to conclude that it had lost its trust in Hurd.

Dunn first joined HP’s board in 1998 and took over the chairmanship in 2005, succeeding ousted CEO Carly Fiorina. Dunn sought to rein in a board with a reputation for leaks to reporters.

In early 2005, following a front-page story in The Wall Street Journal about discussions held at a special HP off-site strategy meeting that included details known only to directors, she sought to get to the bottom of the leaks and discover who among HP’s directors was talking to reporters.

In 2005 Dunn hired private investigators, and some of them used a method called pretexting, in which someone impersonates the owner of a cellphone in order to get access to billing records. Not only were HP directors targeted by the effort, but also journalists for The Wall Street Journal, BusinessWeek Magazine and CNet News who covered HP. The technique proved illegal, though she later testified to Congress that she had believed the investigators had used only legal methods to get the information.

Dunn’s role in the scandal led to felony criminal charges pressed by California’s then attorney general, Bill Lockyer, for wire fraud, unauthorized use of computer data, identity theft and conspiracy. She was one of four charged. Offered a chance to plead guilty to misdemeanor, she opted instead to fight the charges and was determined to clear her name, despite the fact that she was about to undergo chemotherapy treatment. A judge finally threw out the charges in 2007.

The controversy and criminal charges led her to resign her seat as HP chairman on Sept. 26, 2006, and she was replaced by Hurd, who served in that role until his resignation last year.

Update: HP just sent the following statement:

Pattie Dunn worked tirelessly for the good of HP. We are saddened by the news of her passing, and our thoughts go out to her family on their loss.

Dunn’s written testimony to a House Committee on the scandal is below, via Scribd.

09282006 Testimony Dunn

According to a statement filed with the Securities Exchange Commission, Iger bought 2,670 shares of Apple on Tuesday. He broke the purchase into two separate transactions of 1,370 and 1,300 shares, paying an average of about $375 per share.

A nice gesture and one that demonstrates Iger’s confidence in the company’s direction. With 2812 shares in Apple (plus the 75 owned by his wife Willow Bay), Iger now has a bit more skin in the game and even more reason to work for the company’s continued success.

Ballmer takes home a base salary of $682,000, and his bonus doubled it to just shy of $1.4 million. But it could have been higher. The board had the authority to award Ballmer a bonus worth up to 200 percent of his base salary and decided not to, opting instead to keep it at 100 percent.

But see, it’s not about the money. This is all the equivalent of change found under a couch cushion when compared to the worth of Ballmer’s holdings of Microsoft shares, which are worth about $14 billion or so. It’s about what Microsoft’s board thinks, especially at a time when some people have started to argue that it’s time for a change at Microsoft’s top.

There is, for instance, the issue of Windows Mobile, which Ballmer readily admits isn’t selling “as well as we would have liked.” And what about that 2 percent decline in Windows revenue?

The board’s verdict:

For fiscal year 2011, the Compensation Committee recommended and the independent members of our Board of Directors approved an Incentive Plan award of $682,500, which was 100% of his target award. The award was based on his performance appraisal and other relevant information considered by the independent members of the Board, including: Mr. Ballmer’s performance against his individual commitments; the operating income performance of the Company relative to 25 large technology companies (a group that includes most of our Technology Peers); successful product launches including Kinect for Xbox and Office 365, enhancements to Windows Azure and Bing; continued progress positioning the company as a leader in the cloud and cloud-based infrastructure; key partnerships with Facebook and Nokia; significant progress in development of the next generation of Windows; work toward the successful acquisition of Skype; lower than expected initial sales of Windows Phone 7; the 2% decline in revenue for the Windows and Windows Live Division; the need for further progress in new form factors; and an overall strong financial year in which Microsoft reported record revenue of $69.9 billion, record operating income of $27.1 billion, and record earnings per share of $2.69 representing 12%, 13%, and 28% growth, respectively.

Yay Ballmer. So how did the rest of the senior management team do? Here’s what the board says in the proxy filing.

CFO Peter Klein: He got $3.6 million, which was 120 percent of his target award, and credit for focusing on operating expenses and on the capital allocation plan, which resulted in $16.9 billion of cash returned to shareholders by way of share buybacks and dividends. He also did the due diligence on the Skype acquisition.

Kurt DelBene, president of the Microsoft Office Division: Annual revenue from the division increased 17 percent to $20 billion; Office 2010 was the fastest-selling version in the product’s history; and Office 365 got out the door. Plus Sharepoint, Exchange and Lync had “double digit growth.” Based on his fiscal year 2011 performance, DelBene received an incentive plan award of $7.25 million, 132 percent of his target award.

Steven Sinofsky, president Windows and Windows Live: Revenue is falling slightly in this group because of the decline in consumer PC sales, but Windows 8 is on the way. For all this Sinofsky, got $6.3 million or 90 percent of his target award.

Kevin Turner, COO: With Microsoft reporting annual revenue of $70 billion and operating income of $27 billion, up 13 percent, Turner earned an incentive plan award of $9.63 million, 110 percent of his target.

Léo Apotheker is gone from Hewlett-Packard, but he left so suddenly that the board of directors didn’t have time to finalize his severance package. That is until today.

HP just filed an 8k with the U.S. Securities and Exchange Commission that outlines the terms under which he has agreed to leave. He will receive:

• A severance payment in the amount of $7.2 million payable in installments over the next 18 months.
• Accelerated vesting of 156,000 shares of restricted HP stock granted valued at $3,557,800 based on today’s closing price.
• An aggregate of 424,000 of the 728,000 performance-based restricted stock units (PRUs) awarded under his contract. Apotheker has waived his right to receive the remaining 304,000 PRUs that would have vested on October 31, 2012. He’ll only get them if HP hits its annual cash flow targets and in that case it amounts to another $10 million.

He’ll also get:

• An annual bonus of $2.4 million under the Hewlett-Packard Company 2005 Pay-for-Results Plan for his nearly 11 months of service with HP, payable Oct. 31.
• Coverage of relocation expense back to Europe, and up to $300,000 coverage he incurs on the loss of the sale of his $7 million, six-bedroom house in Atherton, Calif.
• Health benefits or payment for health insurance premiums for Apotheker and his family for 18 months.
• Reimbursement of legal fees related to the negotiation of the agreement.

It could have been worse. According to the terms of his contract, which you can read here, Apotheker stood to walk away with somewhere between $28 million and $35 million, depending on how you added things up.

HP shares are trading at levels that are roughly half of what they were when he joined as CEO last year. With HP clearly worried that angry shareholders might sue over what might be perceived as an outsize severance deal after a rocky 11-month stint — which is exactly what happened after the ouster of former CEO Mark Hurd — the board of directors and Apotheker have negotiated the final terms of his exit with less trouble, sources said.

When he left last year, Hurd initially walked away with a package worth $35 million, prompting a shareholder suit against HP and its board of directors led by a Connecticut law firm that argued the board violated its fiduciary responsibilities.

Later on, after joining Oracle, Hurd forfeited 345,000 HP stock options then worth more than $13 million — but now worth only about $8 million — that were included in his severance package in order to settle a lawsuit against him and Oracle that was brought by HP.

Then word came, via AllThingsD, that something big was coming from the board of directors. And as AllThingsD first reported (again), HP directors made one of their own, Meg Whitman, the former eBay CEO who had become a director earlier this year, the new CEO. Léo Apotheker resigned, but don’t cry for him, because according to his contract, he made out rather well. Even before it was made official, investors applauded the move, sending HP shares skyward.

Analysts did what they always do, and, well, analyzed. And though it looked more like drama criticism, it’s not as if HP hasn’t known boardroom dramas before. Finally, the deed was done, meaning it was time to hold a conference call, but not before talking first to Kara Swisher of AllThingsD.

I got to talk to Whitman and HP Chairman Ray Lane yesterday, too, but I had to wait until after the conference call. With so many critics screaming that Whitman has no experience running an enterprise hardware company — and let’s be honest, there aren’t that many who do — I asked her to elaborate on the defense, made on the conference call with analysts, that her experience as a buyer of enterprise technology, during her years as CEO at eBay, provided important experience that will help her be an effective CEO at HP. I also asked about Autonomy, the British software firm that HP is in the process of acquiring for $10 billion, and how it will fit within HP; about the company’s plans for cloud services; and about the state of the HP brand amid all the corporate mishegas that has unfolded in the last several months.

AllThingsD: Meg, the main criticism of you, since you’ve been named CEO of HP, is that your primary experience before was at eBay, which is a consumer-facing company. The response on yesterday’s conference call has been that at eBay you were a purchaser of a lot of enterprise technology and that this gives you some important relevant experience. I get the point, but could you elaborate on it a bit? How does having been an enterprise buyer help you be HP’s CEO?

Whitman: What HP needs now more than anything else is management skills, communication skills and a commitment to executional excellence, all of which I know well, and are sort of core competencies from my 35-year career in business. I know technology because I ran a company whose very existence would not have been possible without it, and was a very significant buyer of technology products. And so that brings me a unique buyer’s perspective. But I have not spent 35 years in the enterprise business. Add so what that means is that I will be relying heavily on Dave Donatelli; on Todd Bradley; on the senior executives at HP; and also, frankly, on Ray Lane, who was at Oracle for many years, and EDS, and who knows this space well. So I think what customers will get is that one plus one equals three.

Lane: I agree with that. What we need here, and what we didn’t have before, is operational execution, communication skills, getting the team on the same page and leading them. The CEOs of $130 billion companies are not leading the technology development of those companies. I think Meg can go into any enterprise and visit with any CIO or CEO and do really well. So whether it is the technology side or the sales side, I don’t think anyone is giving her enough credit on those fronts. She can do just fine. And then on top of that she has strong operating executives under her who do know the enterprise business. But right now it is the need for leadership of the people, a focus on executing and operating. I could point back to Lou Gerstner at IBM, or even my own days at Oracle. When I joined Oracle, people thought the board had lost its mind, because I was a consultant at Booz Allen. People scoffed and said ‘How is a consultant going to lead the worldwide sales force at Oracle, a trained wolf pack?’ And somehow I figured it out. And I knew nothing about software, but I learned, and I learned from Larry Ellison, who is one of the best.

I want to talk a bit about Autonomy, and about unstructured data. You made a comment about that when you talked with Kara Swisher of AllThingsD yesterday. Talk to me about where you see Autonomy fitting within HP. Do you still intend to let it be independent? How do you see the alignment shaping up?

Whitman: It’s a big and fast-growing market. Of all the data out there, about 15 percent of it is structured and 85 percent of it is unstructured. And the unstructured data is growing by leaps and bounds. There are not a lot of good software companies that can help companies manage unstructured data and help companies make business decisions based on what they see in that unstructured data. So what we hope to do with Autonomy, and I’m enthusiastic about this acquisition, is take what is fabulous about Autonomy — they have a leading position in the marketplace — and put it through the very powerful HP distribution system. And I think what Mike Lynch is excited about — he is the founder and CEO of Autonomy — is taking this great product and getting it into more people’s hands. And we just need to grow this company as fast as we can; extend our lead and our accumulated experience in this area. So that’s the plan for Autonomy.

Lane: Yeah, I think the synergies are great, and I think it makes a lot of sense. It will make a lot of sense to customers if HP engages them in a dialogue of managing unstructured data.

You don’t think HP paid too much for Autonomy?

Whitman: You know what? It is what it is.

Lane: We wish we could have bought it for cheaper, but it was the market price. People thought we overpaid for 3Par, and you know what? We’re hitting it out of the park.

Is HP still going to be player in cloud services? That was a big commitment that Léo made in March. How far along is that plan?

Lane: Absolutely. The cloud is way ahead of plan. So our cloud services have gone live. So that is absolutely part of the plan, yes.

Meg, a lot of the same people who applauded your selection to HP’s board of directors are criticizing your selection as CEO. Why do you think there’s a disconnect?

Whitman: I don’t know. There’s always people who have different points of view on things. What I have to do — and I said this on the conference call — is lead this company, make it a great company again and fulfill its destiny as the icon of Silicon Valley and of California, and deliver the results. I will have to prove myself by delivering the results. If we’re going to restore the confidence that investors have in us, and that employees have in us, we have to deliver. We have to mean what we say and say what we mean and deliver the results. And that is what I intend to deliver.

Meg, you have a lot of history managing brands. I’m thinking of the job you had managing brands for Procter & Gamble. What’s wrong and what’s right about HP’s brand right now?

Whitman: I think HP is known as the world’s largest provider of information technology, and we are a trusted brand. We are a worldwide brand that touches both consumers and businesses. If you’re an enterprise, we have full suite of solutions. I know that when I bought enterprise hardware and software at eBay, I wanted one person to choke when something went wrong. I wanted one supplier to go to and say ‘Hey, this is not working.’ And so I think we have a fabulous brand in a world where technology is increasingly fundamental. I will say — and Ray would say this as well — I think we need crisper communications with all the constituencies. I think on Aug. 18 we confused people. We didn’t mean to do that, but we did. And so I think we’ve got some work to do around communicating crisply and cleanly about what we’re about — the moves that we’re making — to employees, customers, shareholders and, frankly, to the press.

Yesterday — right after she took over the reins at Hewlett-Packard — high-profile Silicon Valley tech exec Meg Whitman and Executive Chairman Ray Lane got on the phone with me to talk about her new gig.

In the interview, which took place just before her debut — well, re-debut with investors, since she ran eBay for a decade — Lane said he approached Whitman for the job sometime after she joined the board eight months ago, because he felt she had the kind of leadership that HP needed and was lacking under now-ousted CEO Leo Apotheker.

Message No. 1 from Whitman, who is very good at delivering messages: “I took this job, because HP really matters to Silicon Valley, to California, to this country and to the world.”

And: “This is an icon and the place where the initial spark to create Silicon Valley came from and I am resolved to restore it to its rightful place.”

And: “I have the skills to do that.” Lane concurred, noting that while Apotheker had focus on defining some of HP’s goals, he lacked the operational, people and communications skills Whitman has.

“Leo was very wise about figuring out what HP needed to do to add value,” said Lane. “But he did not have more important tools we needed, including operational excellence, people skills and communications skills.”

He added: “Meg has all those things … and when we looked around the board room, we realized we had what we needed right there.”

Now that is some fancy CEO talk, for sure, which is why Whitman will surely be the most interesting leader HP has had in a long time.

And the troubled tech giant has had a lot of leaders — seven CEOs since 1999.

Whitman says she is undaunted by those odds and will focus on several major issues at first.

Those include, in the order she put them in (of course, using definitive numbers):

1) Focusing on meeting Wall Street expectations for HP for the next quarter over the next 45 days. “We have made a commitment,” she said. “And we are going to do everything possible to keep it.”

2) Integrating HP’s $10 billion acquisition of Autonomy, which was made by Apotheker. “As you know from my time at eBay, I know a lot about unstructured data and it is a market where no one is a leader except Autonomy,” Whitman said.

3) Come to a decision about whether to spin off or keep its Personal Systems Group, which includes HP’s consumer PC business. “We will not sell,” said Lane firmly.

4) Getting a better feel for HP and its employees. “I have been on the board for eight months, but I really need to get in there and meet its people,” said Whitman. “That is perhaps the most important thing to get right.”

Whitman added that after leaving eBay and her loss in a run for governor of California, she said she found she wanted to get back in the tech game.

“She won that race,” joked Lane, who perhaps is hoping HP will, since it freed up Whitman for the job.

And while she said she enjoyed her short — and brutal — political life, Whitman said she was happy to be back.

“Business is my first love,” she said. “And this is a huge opportunity that I sensed I could do well at.”

Potentially, he could walk away with a lot. His contract, on file with the U.S. Securities and Exchange Commission, grants him a series of cash payments, company shares and other things, some of which he’ll keep, some of which he won’t.

First off is the cash: Apotheker’s base salary was $1.2 million a year and according to my reading of his contract, he’ll be eligible for a severance plan that will pay him that salary for 18 months after termination.

He also received a $4 million cash signing bonus for joining HP. But depending on when and how he’s fired — with or without cause — he may have to give some of it back. The contract says that if he’s terminated within 18 months he has to return some of that signing bonus, specifically: “an amount equal to the Signing Bonus multiplied by a fraction with the numerator equaling 18 less the number of whole months that have elapsed from the Effective Date to the date of Executive’s termination of employment (the “Date of Termination”) and a denominator equal to eighteen (18).” I’m not going to do that math for you because I don’t get what the contract aims to say. Given that it’s been less than 12 months since he joined HP, let’s just assume he’ll be required to return most about 40 percent of it.

He’s also entitled to an incentive bonus that amounts to between 200 percent and 500 percent of his annual salary, based on HP’s existing incentive plan. The incentive plan isn’t spelled out in the contract, but since these plans are usually tied to stock performance I can’t imagine what payment he’d be entitled to under it. The contract stipulates that he gets at least some of it. More on that below.

Apotheker has also accumulated a fair amount of HP stock. He was granted 76,000 shares of HP stock, half of which vested on Oct. 31, 2010. The next day, HP shares closed at $42.49 a share, making the grant worth $1.6 million. Another grant of 38,000 shares is due to vest on Oct. 31 of this year. This block is worth a lot less: $889,000 as of the price of HP shares at the moment.

There were also one-time grants that were essentially a signing bonus package: 80,000 non-forfeitable shares, half of which are due to vest on Oct. 31, 2011, and the other half due to vest on Oct. 31, 2012. If terminated without cause within three years, these shares become fully vested. That’s another $1.9 million worth of HP shares. However, if terminated “with cause” then all the unvested equity goes poof and isn’t considered vested. This will make the “with cause” and “without cause” portion of the discussion with the board important.

Apotheker also got a lot of cash in relocation benefits, and was said to have purchased a six-bedroom house in Atherton, Calif., for $7 million. His relocation allowance amounted to $4.6 million, of which $2.9 million was to be devoted to the actual, uh, relocation, and $1.7 million of which was to compensate him for the forfeiture of payments and benefits he lost upon leaving his old job at SAP. This payment was fully vested right away and is not subject to repayment.

Update: Many thanks to reader Yogi who in the comments below appears to have done all the math much better than I could. His findings:

• $8.6 million: signing ($4 million) and relocation ($4.6 million) bonus.
• $3.6 million earned for one year of service (base $1.2 million + $2.4 million minimum bonus minimum according to contract).
• 156,000 shares of HP works out to about $3.8 million based on today’s price. Remember that all stock grants vest upon termination.
• $4.8 million severance payment: 2x the base salary plus minimum 2x bonus. This would be paid over 18 months and would stop if he gets a job with a competitor.
• 728,000 PRUs: This one is flexible, and is based on performance of the company, but automatically assuming cash flow has been achieved. Since PRUs are used as incentive for all HP management, Apotheker’s estimated achievement will be the same as for everyone else. Even at 50 percent, this would be worth about $9 million (364,000 shares), and at 75 percent it would be worth $13.5 million.

The range works out to be in the neighborhood of $28 million to $33 million.

See the clear-as-mud contract below.

apothekercontract

The appointment comes on the heels of LivingSocial’s latest fundraising efforts, of which details started to leak out today. The Washington, D.C.-based daily deals company has reportedly attracted around $500 million in additional funding at a $3 billion valuation.

According to sources, those figures are accurate and that an announcement from LivingSocial should come soon.

What’s more, sources said the company is now on track to book more than $1 billion in revenues this year, which is double the conservative figure the company reported only four months ago.

As to Ashe, he is an interesting choice for LivingSocial’s board.

Most recently, Ashe (pictured here) was the president of CBS Interactive. He stepped down in December, but it was unclear at the time where the executive was headed.

Ashe joined CBS through the acquisition of CNET, where he was CEO. Sources said his role at LivingSocial is strictly as a board member; he will not be taking a managerial role.

Other LivingSocial board members include: Tim O’Shaughnessy, co-founder and CEO; Eddie Frederick, president and co-founder; Tige Savage of Revolution; Ted Maidenberg of USVP; Don Rainey of Grotech Ventures and Peter Krawiec of Amazon. Krawiec joined after Amazon invested $175 million, as part of the company’s round announced in December.

Ashe’s appointment to the board will add additional expertise as the company bulks up to go against market-leading Groupon. It must also fend off other entrants, ranging from such giants as Facebook and Google to more scrappy one-off niche sites focused on categories, such as families, pets or religions.

While Groupon grabs a lot of the spotlight, LivingSocial is growing rapidly too.

It has 1,200 employees and has expanded into a dozen international markets. It is adding about one million users a week to its email list, and has roughly 25 million in total.

Katzenberg, who created the animation studio along with Steven Spielberg and David Geffen, marks the sixth board member of the privately held social games company, which earned a jaw-dropping profit of $400 million on $850 million in revenues last year.

Zynga’s CEO and Founder Mark Pincus made the announcement in a blog post today on the company’s Web site: “I knew he’d be a great fit for the board after he suggested that the blockbuster of 2011 could be ShrekVille.”

Pincus continued to joke that Katzenberg will help recruit a seventh member to the board (maybe Jack Black or Mike Myers?).

But more seriously, Katzenberg’s appointment signals Zynga’s desire to evolve from a well-recognized–and successful–Silicon Valley start-up to a large consumer brand name and entertainment company.

Social gaming on Facebook so far is in its infancy.

Zynga has been able to profit handsomely off no-name games, like FarmVille, CityVille and Mafia Wars. Critics argue that it will have to turn those franchises into brands as the market matures and gets inundated by well-recognized brands. That progression has already started to take shape with Electronic Arts’ acquisition of Playfish and what Disney has planned with its purchase of Playdom.

Having an answer to this question will be key as Zynga considers raising up to $250 million in capital, and positions itself for a potential IPO.

“DreamWorks Animation is a revolutionary technology company, a recognized consumer brand, and at its core, a media company. It’s easy to see the value that Jeffrey will add to Zynga as we grow and look for more ways to delight our players,” Pincus wrote.

In a statement, he added: “Jeffrey redefined storytelling when he launched DreamWorks Animation. He turned an independent studio into a brand name and his vision will be an asset as we work to define the future of play.”

Katzenberg can offer that outside perspective as the board’s only member not in Silicon Valley. He joins Pincus; Owen Van Natta, Zynga’s EVP of Business; Bing Gordon, partner at Kleiner Perkins; Brad Feld, managing director of Foundry Group; and Reid Hoffman, founder and chairman of LinkedIn.

Here’s the full video from Katzenberg’s appearance at last year’s D conference: