In addition to being a cash-burning enterprise facing a host of question marks around its business, The We Company is uniquely set up to be controlled by the Neumanns — a move that’s raising some eyebrows among governance experts.
Together, the Neumann’s wield considerable control over WeWork, a structure that will continue after the company goes public.
For example, The We Company has chosen to create multiple classes of stock, giving Adam Neumann voting control over the company’s decisions. But in the event that Adam Neumann is “permanently disabled or deceased” in the 10 years following the IPO, Rebekah will form a committee with one or two board members to select a new person for the role. (The board consists of Neumann and six other non-employee directors who are all men.) If Rebekah is unable to serve in this capacity, the trustee acting on behalf the Neumann’s estate will serve in her capacity.
But giving succession plans to a spouse who has no role on the board, albeit with one or two board members, is unusual.
“There’s no accountability for both of them,” said Charles M. Elson, professor of corporate governance at the University of Delaware. “What if something happens between the two? And there’s nothing anyone can do about it.”
He added: “[It’s] concerning because how can a spouse be objective — that’s why you typically want independents to do it.”
Traditional governance practices are designed to protect investors. “You don’t want personal relationships to interfere with professional relationships,” he said. “It’s always considered a bad idea.”
The amount of control the Neumanns have over their soon-to-be public company is rare, although they’re not the first couple in tech who’ve done business together. Julia and Kevin Hartz cofounded ticketing platform Eventbrite, which went public in 2018; Flickr, the photo-sharing platform that sold to Yahoo, was started by then-couple Stewart Butterfield, who went on to found Slack, and Caterina Fake; and Medallia, a customer feedback company that went public in July, was started by married couple Borge Hald and Amy Pressman.
There are five pages in the filing detailing “relationships and transactions” with Adam Neumann, including that he has taken out millions of dollars in personal loans against his holdings in the company. Three other executives are also listed as having taken out loans against the company.
The filing also notes that one of Adam’s immediate family members currently serves as the head of The We Company’s wellness offering and receives less than $200,000 per year in the role.
The other, other cofounder
“Before meeting my husband, I had finished a one month yoga teacher training,'” she said. “I’ve been studying spirituality all my life, and my focus was really on how we merge our passions with serving other people.”
That jived with her eventual husband and McKelvey who had their own experiences with community: Adam grew up on a collectively-owned and run community, known as a kibbutz, in Israel. McKelvey, who was raised in Oregon, lived on a sort-of commune started by five women and their children.
At The We Company, she heads up its foray into education, WeGrow — a “conscious entrepreneurial” school. When the Neumanns started to have kids, Rebekah — now a mother of five — said it became evident how important it is to teach these values at a young age. It inspired them to start WeGrow.
“Working with my husband is the biggest perk of the job,” she said in the Coveteur interview. “There is no separation between work and life. So the fact that everything is seamless and integrated has been awesome. It’s been amazing for us, for our kids, and also for our relationship because we’re always pushing each other both personally and professionally. Those divisions between work and life don’t exist anymore.”
According to Jesse Fried, a professor of law at Harvard Law School who is an expert on corporate governance and executive compensation, having a couple within its C-suite could be the least of its problems.
“[It] could be a plus or a minus. If it’s a minus, it pales in comparison to the other risks,” he said. “From investors’ perspective, WeWork is associated with many business and governance risks.”
But, put simply: It’s the Neumann’s world and other stockholders will just be living in it.