The Wall Street Journal - 06.03.2020

B4| Friday, March 6, 2020 ** THE WALL STREET JOURNAL.

any impact for Twitter.

He said that the outbreak

was driving more people to

seek out Twitter to determine

what is happening.

Twitter is among several

companies to have adjusted its

operations to deal with con-

cerns about the virus.

Mr. Dorsey withdrew from a

planned appearance at the an-

nual South by Southwest gath-

ering in Austin, Texas, sched-

uled for this month.

The company also said it

was asking employees to work

from home to stem the spread

of the virus. Twitter also has

taken steps to try to curb mis-

information on its platform

about the epidemic.

burden of reporting abuse and

harassment.”

Twitter last year also sur-

prised investors when it said

that technical glitches ham-

pered its ability to sell ads in

the third quarter, causing the

stock to tumble. Fixing the soft-

ware problem would still weigh

on earnings this year, it said.

The company has been re-

building its advertising ser-

vices, Mr. Dorsey said, and ex-

pected to complete the effort

this year, “which is a huge mile-

stone for us and long overdue.”

Despite some investor con-

cern that the spreading coro-

navirus could dent advertising

revenue broadly, Mr. Dorsey

said it was too early to detect

year. Facebook’s stock has more

than doubled over that time.

Mr. Dorsey aimed to deflect

some of the criticism, saying

he had focused the company

when he returned and had

driven technical improve-

ments.

Many of the initiatives have

materialized in the last year,

he said.

Among the initiatives he

has pushed is greater use of

machine-learning systems to

help provide more relevant

content to users.

The new tools also are be-

ing used to identify for re-

moval content that violates

Twitter policies, he said.

“We’ve removed a lot of the

TECHNOLOGY WSJ.com/Tech

incentive plan that would pro-

vide up to $266 million for

roughly 10,000 employees, in-

cluding senior executives, and

a long-term incentive plan

worth up to $187.8 million

solely for 400 of its most se-

nior executives.

A PG&E spokesperson said it

was “redesigning incentive

compensation for all eligible

employees to align it more

closely with safety outcomes

for our customers.” Incentive

payments “are part of how par-

ticipating employees receive

market competitive compensa-

tion,” the spokesperson said.

The judge presiding over

PG&ECorp. unveiled a pro-

posal to pay employees up to

nearly $454 million through

2022 under incentive plans

that include most of its senior

executives.

Ahead of a planned exit

from chapter 11 protection

later this year, PG&E filed pa-

pers Wednesday saying the

compensation plans are “de-

signed to incentivize all eligi-

ble PG&E employees to per-

form in line with key goals of

the enterprise.”

The bankrupt California util-

ity is proposing a short-term

BYALEXANDERGLADSTONE

PG&E Seeks Incentive Plan for Chiefs

Employees would qualify for the payments based on mitigating wildfires and other risks, and in boosting earnings. The utility’s emergency center.

JEFF CHIU/ASSOCIATED PRESS

HP Inc. rejected Xerox

HoldingsCorp.’s $35 billion

bid to take over the maker of

printers, printer supplies and

personal computers, again

deeming the offer as too low.

HP on Thursday said a com-

bination would disproportion-

ately benefit Xerox sharehold-

ers and Xerox doesn’t have the

operational experience in HP’s

sectors, such as personal sys-

tems, home printing and 3-D

and digital manufacturing.

Xerox didn’t respond to a

request for comment.

Xerox this week launched

an effort to acquire all HP

shares outstanding, valuing HP

at nearly $35 billion, or $24 a

share in cash and stock. It had

raised the offer from $22 a

BYDAVESEBASTIAN

took off in 2019, when more

than 40 million people in the

U.S. downloaded the app, ac-

cording to mobile data and an-

alytics firm App Annie.

“We have a clear responsi-

bility to continue to maximize

security on our platform,” Tik-

Tok CEO Alex Zhu said in a

statement, calling out Mr.

Cloutier’s hire as someone

who can help the company de-

liver on that promise. “Under

his leadership, and with the

exceptional global team we al-

ready have in place, we are

confident in our ability to earn

the trust of the broader com-

munity.”

At ADP, Mr. Cloutier’s role

included monitoring the com-

pany’s information-protection,

crisis-management and inves-

tigative-security operations.

Before that, Mr. Cloutier was

chief security officer at enter-

prise software firm EMC Corp.

He started his career in the

U.S. Air Force as a combat se-

curity specialist. He also

worked with the Defense De-

partment as an aerospace pro-

tection and antiterrorism spe-

cialist.

In 2016, Mr. Cloutier wrote

a book titled: “Becoming a

Global Chief Security Execu-

tive Officer: A How to Guide

for Next Generation Security

Leaders.”

TikTok said Thursday it is

hiring its first chief informa-

tion security officer as the

popular short-video app seeks

to reassure regulators and

lawmakers that it is safely

guarding its users’ data.

The new cybersecurity ex-

ecutive, Roland Cloutier, joins

TikTok from ADP, where he

served as chief security officer

at the payroll-services pro-

vider. At TikTok he will be in

charge of the company’s ef-

fortstoprotectitsdataata

moment when that issue is

central to the company’s fu-

ture.

U.S. regulators are weighing

whether the app poses a na-

tional-security threat, given

that it is owned by the mas-

sive and growing Chinese con-

glomerateBytedanceInc.

TikTok has said the Chinese

government has never asked

for access to any of its user

data and that the company

wouldn’t share any if asked.

The U.S. military has al-

ready banned its members

from using TikTok because of

the app’s ties to China. TikTok

also has considered steps to

distance itself from its parent

company.

TikTok, which is hugely

popular among young people,

BYGEORGIAWELLS

TikTok Executive

Is Added to Guard

App Users’ Data

I support @Jack as Twitter

CEO,” using Mr. Dorsey’s name

on Twitter. A “#WeBackJack”

campaign supporting Mr.

Dorsey launched on Twitter,

joined by several employees of

the social-media company.

Opening the door to Elliott’s

campaign is the fact that Twit-

ter doesn’t have the super-vot-

ing-share structure that insu-

lates some other Silicon Valley

companies from outside pres-

sure.

The fund’s interest in Twit-

ter comes after several years

during which the social-media

company has struggled to gen-

erate the kind of user growth

that rivals, such as Facebook

Inc., have generated. Twitter

also has drawn criticism for

the nature of the discourse on

its platform frequently criti-

cized as hostile.

Amid those issues, the com-

pany’s share price, and user

base, has lagged behind rivals.

Twitter has 152 million daily

average users, according to its

latest quarterly figures, com-

pared with Facebook’s user

base that tops 1.6 billion.

Twitter shares are down

3.4% since Mr. Dorsey took over

as interim CEO in July 2015 be-

fore regaining the post on a

permanent basis later that

Continued from page B1

PG&E said in papers filed

Wednesday with the U.S. Bank-

ruptcy Court in San Francisco.

Payments under the short-

term plan would come in cash,

while the long-term plan would

pay out stock in the reorga-

nized company that would vest

based on “objective perfor-

mance metrics.”

Employees would qualify for

the payments based on PG&E’s

performance in mitigating

wildfires and other public-

safety risks associated with

electricity service, as well as

the company’s earnings per

share, according to court pa-

pers.

PG&E’s bankruptcy has sepa-

rately approved a compensa-

tion package covering Chief Ex-

ecutive William D. Johnson.

After wildfires linked to

PG&E equipment swept Califor-

nia starting in 2017, the com-

pany, faced with criticism,

scrapped a 2018 bonus plan.

Incentive compensation for

most of the top brass was also

temporarily suspended in 2019

after PG&E filed for chapter 11

protection, though an incentive

package for 2019 later received

court approval.

“Senior executives have

been compensated at levels

significantly below market,”

ternational business and a Gap

board member since 2002.

About a year ago, Gap said it

planned to spin off Old Navy

into a separately traded public

company, but jettisoned those

plans in January, saying the

split would have been too ex-

pensive and complex to pull off.

Gap has struggled to bol-

ster sales, though Old Navy

has been a relatively bright

spot until more recently. Sales

at Old Navy stores open at

least a year fell for the first

three quarters in the recently

completed fiscal year after ris-

ing for most of 2018.

The company is expected to

report results for the full year

next week.

The company’s other

brands, which include the Gap

and Banana Republic, have

also struggled with falling

sales.

Hundreds of those chains’

stores have been closed in re-

cent years.

Gap also said Thursday that

Elizabeth Smith, the former

CEO of Bloomin’ Brands Inc.,

and Amy Miles, the former

CEO of Regal Entertainment

Group, will join its board.

GapInc. said it promoted

the head of Old Navy to be its

chief executive and appointed

a board member to take over

as board chairman from Bob

Fisher, one of the sons of the

company’s founders.

Sonia Syngal, who will take

over the CEO position at Gap

effective March 23, joined the

company in 2004 and served

in a variety of executive roles

before taking on the top job at

Old Navy in April 2016, ac-

cording to a filing. Ms. Syngal

boosted the brand’s store foot-

print in North America and

Mexico and developed its e-

commerce capabilities, Gap

said on Thursday.

She will succeed Mr. Fisher,

who has been serving in that

role on an interim basis since

November, when former Gap

CEO Art Peck stepped down.

Mr. Fisher will remain on the

board.

Mr. Fisher will also step

aside as executive chairman of

the company, effective March

23, and will be succeeded by

Bobby Martin, a former top

executive ofWalmartInc.’s in-

BYMICAHMAIDENBERG

Old Navy CEO Syngal

Promoted to Lead Gap

Twitter Chief Executive Jack Dorsey had been planning to spend part of each year in Africa.

JIM WATSON/AGENCE FRANCE-PRESSE/GETTY IMAGES

Dorsey

Rethinks

Africa Plan

share. HP said the value of the

offer’s equity component

poses a risk to the company.

The offer would leave Xerox

“burdened with an irresponsi-

ble level of debt and which

would subsequently require

unrealistic, unachievable syn-

ergies that would jeopardize

the entire company,” HP

Chairman Chip Bergh said.

HP, based in Palo Alto, Ca-

lif., said Xerox’s proposed cost-

cutting measures in the pro-

spective combined company is

shortsighted and that its cost-

saving estimates exceed rea-

sonable levels. It said Xerox’s

declining sales and its recent

sale of its interest in the Fuji

Xerox joint venture raise con-

cerns about its future position.

HP said it received inade-

quacy opinions from Goldman

Sachs & Co. and Guggenheim

Securities this week.

HP President and Chief Ex-

ecutive Enrique Lores and Xe-

rox Vice Chairman and Chief

Executive John Visentin have

discussed scheduling an in-

person meeting next week to

explore ways to revise the deal

terms, HP said in a securities

filing on Thursday. The two

men had spoken earlier this

week, HP said.

In an interview with CNBC,

Mr. Lores said his company re-

mains open to combining with

Xerox. “We need to agree on

what are the right valuation of

the two companies, we need to

make sure that the merged en-

tity will have the right capital

structure and that the synergies

are realistic,” Mr. Lores said.

The two companies dominate

different areas of the printer

market and both have been cut-

ting costs as the need for

printed documents declines. Xe-

rox, which is based in Norwalk,

Conn., primarily makes large

printers and copy machines and

generates revenue from renting

them to businesses and main-

taining the devices.

HP mainly sells smaller

printers and printing supplies,

and it is also one of the big-

gest PC makers in the world,

though its printer business is

more lucrative.

A deal would combine those

household names that have

been trying to reorient their

businesses. Xerox has argued

that a combination could

equip the companies to over-

come those declines, poten-

tially yielding savings of more

than $2 billion.

The proposed deal has the

backing of activist investor

Carl Icahn, who has stakes in

both companies.

HP, which had a market

value of $30.96 billion as of

Wednesday’s close, is signifi-

cantly larger than Xerox,

whose market capitalization

was about $7.17 billion.

HP last week said it would

buy back $15 billion of its

stock as it worked to block Xe-

rox from taking over. Xerox

has said it plans to nominate

11 independent candidates to

replace HP’s board.

Xerox shares were down 6%

Thursday, while HP shares

were about flat.

HP Rejects Sweetened Offer

Xerox’s purchase bid

of $35 billion is called

too low, while adding

‘irresponsible’ debt

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