The founders knew an initial public offering of stock was necessary, but they refused to listen to the experts, or to Schmidt and the three other board members: John Doerr, Michael Moritz, and Ram Shriram. They approached the IPO as if it were a science problem, with Page and Brin crafting their own solution. Instead of allowing bankers to arbitrarily set the floor price of the stock or allocate shares at a predetermined price to favored clients, the founders came up with a more egalitarian method. They would run an auction similar to the one Google used to sell advertising. Google would set a floor price, and anyone who made an online bid that matched or exceeded it could acquire a minimum of five shares. Instead of paying the usual 7 percent fee to Wall Street underwriters who were necessary to sell stock, they would cut this fee to about 3 percent. And to protect what they saw as Google’s “core values” and maintain a long-term focus, they would implement a dual class stock ownership. The class A shares sold to the public would receive one vote; the class B shares, retained by the founders and by Schmidt and senior managers, would receive ten votes per share, and would comprise 61.4 percent of the voting power.
When the founders proposed this stock structure, Doerr and Moritz objected, and strenuously. Like many on Wall Street, the two board members recoiled at the thought of treating some shareholders as second-class citizens, and of potentially insulating management from accountability to shareholders. “It seemed to me vaguely undemocratic,” said Doerr. Shriram was caught in the middle. “I didn’t want to take a position until we reached agreement on the board,” he said. The VCs had another concern, said a participant in these discussions, about the precedent this might set with their other start-up clients. But the founders had done due diligence, consulting with Barry Diller, who serves on the board of the Washington Post Company, which, like the New York Times Company, has two classes of stock. Diller noted that other companies, including Warren Buffett’s Berk shire Hathaway, also have dual voting stock.
The founders were unbending, and Coach Campbell was called upon to help coax Doerr and Moritz to go along. To be even more transparent about their intent, Page and Brin decided to prepare “A Letter from the Founders,” to accompany the SEC filing. Written by Page, the letter began, “Google is not a conventional company. We do not intend to become one.” To ensure Google’s continued creativity and focus on users, rather than investors, they would be unconcerned with “quarterly market expectations,” did not “expect to pay any dividends,” and would not partake in the usual corporate ritual of offering “earnings guidance” by predicting quarterly performance. “A management team distracted by a series of short-term targets is as pointless as a dieter stepping on a scale every half-hour,” the letter declared. They would make big investment bets, even if these only had “a 10% chance of earning a billion dollars over the long term.” They would continue to “run Google as a triumvirate,” even though this management structure “is unconventional.”
They minced no words about the implications of this stock structure: “The main effect of this structure is likely to leave our team, especially Sergey and me, with increasingly significant control over the company’s decisions and fate, as Google’s shares change hands.” They were also telegraphing that the two founders, who together owned 32 percent of the shares, were more equal partners than Schmidt (who owned 6.1 percent), or Doerr, Moritz, and Shriram (with 8.7, 9.9, and 2.2 percent respectively). Years later, Page described his and Brin’s motivation: “We were concerned in going public that we would have to change the way we operated, compromise our principles. It ended up being a good way of stating upfront the kinds of things we were thinking about and making sure that everybody who was participating was comfortable. By going public you take on a lot of shareholders, and the shareholders obviously have some amount of rights. But we, who are running the company, also have some degree of rights. We felt like it was better to be explicit ... and allow us to be able to do the kinds of things we wanted to do.” While candid, the letter could have used the skill set of someone with a liberal arts education; say, an editor. Eight times in six pages they repeat a variation of the same messianic vow: to make “the world a better place.”
When Google announced it was going public in the spring of 2004, it had to disclose its finances in an SEC filing. As Google’s director of global communications and public affairs, David Krane said reporters suddenly realized, “Holy shit, this is a business story we missed here!” Krane and his then boss, Cindy McCaffrey, were bombarded with queries, but because SEC rules require a “quiet period” from companies between the time they file and the time their stock goes on sale, they could not answer. Reporters would call and say, “I need to talk to Sergey. I need to talk to Larry. I need to talk to Eric.” The pressure “to get the Google story” was intense. Once, Krane spotted a photographer hiding behind a bush at the Googleplex, hoping to snap a picture of the founders.
On the eve of the auction, there was rampant speculation about the price the stock would fetch. On the day of the offering, August 19, Page did a highly unusual thing: he wore a suit, not his usual black T-shirt and jeans. He and Schmidt had flown overnight to New York to open trading on the NASDAQ floor. They were accompanied by investment bankers and a team of about ten Google executives, including Marissa Mayer. They went back to Morgan Stanley and watched, rapt, as their stock was traded, rising one minute, falling the next. They had suggested in their IPO a floor price of eighty-five dollars, but were hoping to better that. They were now engaged in a spectator sport, one with enormous personal financial consequences. “Will it break one hundred dollars? Will it break one hundred dollars? I kept asking,” said Mayer. She and Page and Schmidt and the others were mesmerized by the Morgan Stanley trader who spoke so fast to those on the trading floor that the Googlers found him unintelligible. They watched him finally coax the stock to settle in at one hundred dollars. At last, he rose from his chair and, as if he had put a baby to sleep, calmly told them, “It likes to trade at one hundred dollars.”
Page, Schmidt, Mayer, and David Krane hopped into a waiting SUV that took them to Google’s New York offices, which were then on West Fortieth Street. As soon as the car doors closed, recalled Mayer, Page pulled out his cell phone and announced, “I’m going to call my mom!” The others pulled theirs out and chorused, “I’m going to call my mom!” When they got to Google’s offices, Page and Schmidt and Mayer went back to work, meeting for ninety minutes with a team of engineers.
Where was Brin? He had stayed out of the public eye in Mountain View, working. Page and Schmidt had urged him to come to New York, but he refused, saying, “It would send the wrong message.” By treating this as a normal workday, he declared that the IPO was not about getting rich but about building Google.
The stock reached $108.31 the next day, and by January 31, 2005, had jumped above $200. It soared, in large measure, because investors had for the first time peeked at Google’s ledger sheet. They saw that Google’s revenues had shot up from $86 million in 2001 to $1.5 billion in 2003, and seemed destined to double by the end of 2004. Net profits reached $105.6 million in 2003, and were expected to almost triple the following year. They saw that the young AdSense program now contributed half of all revenues, and that Google raced well ahead of its two primary search competitors, with nearly twice the users of Yahoo and more than three times Microsoft’s. Google had little debt, and though Yahoo had terminated their search contract, it had generated only about 3 percent of Google’s revenues. They also saw that the Overture patent lawsuit hanging over Google was withdrawn by its corporate parent, Yahoo, which exchanged its warrants for 2.7 million Google shares. And they saw that Google’s skilled work force was deeply invested in their company’s success, with Google regularly setting aside about 12 percent of its revenues to award nearly 40 million stock options to its employees.
Envy raced through the corridors of traditional media companies. By the standards of media conglomerates (or investment bankers), Google’s compensation was extremely modest. Schmidt was the highest salaried employee at $250,000 and received a bonus of $301,556 in 2003, and Page and Brin each earned a salary of $150,000 and a bonus of $206,556. But the value of traditional media executives’ stock holdings were usually leaden. By contrast, a total of 19 million share options had been granted to Google employees, more than half of these at an option price of 49 cents per share, and none at a price above $15.95. When the stock price leaped with the IPO, it produced more than nine hundred Google millionaires. Eventually, four employees—Page, Brin, Schmidt, and Omid Kordestani—and the three outside directors would become billionaires. Andy Bechtolsheim, who signed the first check, owned 1.5 percent of Google’s stock, and David Cheriton of Stanford, who tirelessly promoted Google, owned 1.4 percent. Stanford University, which received stock and royalties from Google for their investment in Brin and Page, owned nearly 1.7 million shares. If the first thirty Google employees held their stock, said a knowledgeable insider, by 2008 they would each be worth about $500 million; the next seventy employees would each be worth about $100 million. Even Bonnie Brown, the first masseuse hired by Google in 1999, who smartly opted for stock options and a lower hourly rate, retired a millionaire and established her own foundation.
There was more to unsettle traditional media companies. On page 80 of the Google IPO was this strategic declaration: “We began as a technology company and have evolved into a software, technology, Internet, advertising and media company, all rolled into one.” And on page 11: “In addition to Internet companies, we face competition from companies that offer traditional media advertising opportunities.” Google went on to say that, increasingly, they would be vying with these media companies to induce advertisers to shift their ads online. In an appendix that accompanied the filing, Google produced a chart showing that while magazine and newspaper advertising declined between 2000 and 2007, and television ads only rose 8.8 percent, Internet advertising jumped 101.9 percent, becoming “the fastest growing medium for advertisers.”
While Wall Street focused on the money Google was making, Benjamin A. Schachter, then the senior Internet and video game analyst for UBS, focused on the dollars they were investing in computers and servers and data centers, two hundred million dollars in 2003 (and soon to climb to nearly three billion dollars annually). “This said they were doing much more than selling advertising. You don’t need that computing power for text searches. You need it for mobile phones and applications, for cloud computing.” A “cloud” of servers could store a consumer’s information and hold a suite of software products, including spreadsheets, word processing, and calendars.
Google has dozens of data centers all over the world (the exact number is a state secret at Google), and within these data centers are housed what may be the world’s most massive computer system, millions of PCs that have no keyboards or screens and are arranged in stacks and have been repurposed as servers to process searches. The servers in these data centers provide an array of software services that users can access from any device. By geographically spreading these data centers all over the world, Google became more efficient. “In a second, light can go around the world seven times,” said software engineer Matt Cutts, who joined Google in 2000. “That’s a couple of milliseconds between a data center on the East Coast and a data center on the West Coast or in Europe.” When we log onto Google, it instantly identifies our approximate geographical location from the Internet Protocol address on the browser that connects us to the Internet. Thus the query is dispatched to the closest data center, which produces a speedier result.
But the data centers are meant for more than search. Eric Schmidt, Schachter noted, has been proselytizing for cloud computing for two decades, since he was a Sun executive touting “network computing.” That same year, 2004, John Markoff of the
New York Times
spotted it too. While others saw Microsoft training its guns on search, he saw Google taking aim at Microsoft’s software. The scale of the Google computer system, as well as the backgrounds of its management, he wrote, “suggests that while Microsoft may want to be the next Google, the Web search company has its own still-secret plans to become the next Microsoft.”
A STRIKING TAKEAWAY from the Google IPO and letter is that Google’s two thirty-one-year-old founders were driving the company with a clarity of purpose that would be stunning if they were twice their age. Their core mantra, which was echoed again and again in their IPO letter, was that “we believe that our user focus is the foundation of our success to date. We also believe that this focus is critical for the creation of long-term value. We do not intend to compromise our user focus for short-term economic gain.” The IPO declared, as they had from day one, that Google will “not accept money for search result ranking or inclusion”; that no attempt is made to keep users in a walled Google garden but instead to steer them quickly to their destination; that if the ad does not attract user clicks, it will be dropped “to a less prominent position on the page, even if the advertiser offers to pay a high amount.” And those ads deemed more relevant because they attract more clicks, move to the top “with no need for advertisers to increase their bids.” Since Google only gets paid when ads are clicked, this ranking system “aligns our interests equally with those of our advertisers and our users. The more relevant and useful the ad, the better for our users, for our advertisers, and for us.”