- University of Redlands – BA, Economics, 1964
- University of California, Berkeley – MBA, Finance, 1966
- Harvard Business School – Advanced Management Program, 1983
- Citibank, N.A.
- Assistant Vice President: 1968-1972
- Richardson – Merrell, Inc.
- Assistant Treasurer: 1972-1976
- Nabisco, Inc.
- Assistant Treasurer: 1976-1978
- Treasurer: 1978-1980
- Vice President and Treasurer: 1980-1981
Bains was hired as Assistant Treasurer of Nabisco under a mentor, the CFO of Nabisco, Dick Owens in 1976. He became treasurer in 1978. Owens and Bains recognized Nabisco Brands’ deficiencies in the product line. For a cash purchase, Nabisco had debt constraints. They figured that even if they used all the debt capacity available to Nabisco, they couldn’t improve the company’s position much by buying add-on companies for cash. They were looking for a merger, rather than a cash acquisition, to solve the Nabisco growth problem and Standard Brands was the solution. The two companies became Nabisco Brands.
- Nabisco Brands, Inc.
- Vice President and Treasurer: 1981-1982
- Senior Vice President and Treasurer: 1982-1985
Coming to RJR
He felt he was mischaracterized in Barbarians at the Gate. It implied that he was part of the Nabisco team that swooped in to replace the RJR old guard. This was wrong. Bains came to RJR with Ross Johnson’s blessing well before any other Nabisco people came South. There was no animosity between Bains and the Johnson management team in New Jersey.
- RJR Nabisco, Inc.
- Vice President and Treasurer: 1985-1987
- Senior Vice President and Treasurer: 1987
Bains came to RJR because he believed that the new company would need a major debt restructuring after all the debt required to buy Nabisco Brands. Mac assumed that John Dowdle was not far from retirement and that RJR viewed Mac as a built-in successor to Dowdle. Bains expected to work for, and eventually replace, John Dowdle. (If RJR had remained in control, Bain’s vision of the organization might not have been realized for some time. RJR historically was slow to act on organizational matters and was not troubled by having three people in functions that could be performed by two people.)
Memorable Events at RJR
Mac respected Dowdle and the CFO, Gwain Gillespie. His impression was that John was a broad thinker who preferred to leave treasury management detail to others Bains saw this as a great opportunity. In his role at RJR, he dealt more with Gillespie than with Dowdle, and John did not interfere with Mac’s work.
Bains was happy in his role at RJR. He had a bright future and had assimilated well into the Treasury function. But there were times when Bains felt somewhat in a vice, caught between Wilson and Johnson who had widely different views on the company’s future. Bains said, “I just kept my head down and did my job.”
Bains had to also tread carefully with two investment bankers. He had inherited Dillon Read with RJR and Lehman Brothers from Nabisco. Bains had to master dancing with both of them.
Bains was complimentary of the RJR Treasury staff when he took over. He felt that Simon Thompson the international assistant treasurer had done a “remarkable job” in building the international treasury function.
Nabisco descended on Winston-Salem like true barbarians. Dowdle and Gillespie were out the door so fast! Mac Bains points out that others thought that they alone were singled out for termination without consultation. But Bains also felt alone. He initially believed three things would happen:
- He would get John Dowdle’s job that included the full domestic and international treasury functions, insurance, and the pension fund.
- Ross would move the headquarters back to NYC.
- Jake Powell would become CFO and therefore Mac’s boss.
Everything would be back to where “it needed to be.” And Mac would be secure. But events unfolded very differently. Mac came to believe that Ross had a headhunter looking to replace him, just as they were doing with others.
Mac left when Jake Powell did not become CFO. Powell had been Standard Brands CFO and became Nabisco Brands CFO after Dick Owens was ousted. Rather than become CFO, he went to the operating side of Nabisco after the RJR merger.
While Bains knew Johnson’s management style from his years at Nabisco, he could not shed light on some key questions about the final days before the LBO. Bains had no inkling of any LBO plans when he left the company. Was Ross setting up for a takeover? Mac had already left the company and really could not say. He is not sure an LBO was on Ross’ mind.
Supporting the opinion that Ross was both avaricious and bright, Mac laughed about a scene from the movie Barbarians at the Gate – the Salomon Brothers people are sitting on a patio with Ross. They take out a book and say, “This is how much money you are going to make.” Mac says, “The real Ross Johnson would have known that number before they ever opened the book.”
Mac observed that he has worked in pharmaceuticals, food, and tobacco, and the tobacco ROEs were the best by far.
Even though Johnson lost when he took RJR Nabisco into a bidding contest, he did a favor for RJR shareholders as well as himself. The stock brought $109, more than double the recent $50 price that RJR had been trading at for some time. (Thirty years later, the money seems more important than the “Pride in Tobacco.” Without the LBO to shake things up, the most likely scenario is that RJR would have continued to lose ground against Philip Morris and to make acquisitions that diluted returns. There could have been an “alternate future” but it still required a radical change that would only have happened with a new set of goals like those that came with the LBO.)
Mac was never part of the inner circle from Standard Brands. He did have a good career at Nabisco Brands where he improved his skills and also had a good experience at RJR until the severe and unexpected changes.
He began looking for a job in New York while still at RJR. He returned to New York and worked at Chase Manhattan for eighteen months. Bristol Myers found him. Ross Johnson gave Mac a good recommendation to the CEO of Bristol Myers. Mac was Vice President and Treasurer at Bristol Myers/Squibb. He was a Senior Vice-president for a time and was acting CFO for eighteen months.
- Chase Manhattan Bank, N.A.
- Senior Vice President: 1987-1988
- Bristol-Myers Squibb Company
- Vice President and Treasurer: 1988-2004
- Corporate and Non-Profit Governance: 2004-Present
Since retiring from Bristol Myers, Mac Bains has been active in the governance of aa number of investment firms and charitable institutions. He is a board member with Mercer’s MGI Funds (Chair, Audit Committee), a mutual fund group; Cara Therapeutics (Chair, Audit Committee), a biotechnology company, and two non-profit historical preservation organizations (Chair, Finance Committee for both). Much of this work has been to improve the operations of audit committees and financial reporting for these organizations.
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1 Unknown to Mac Bains, this had been a very familiar pattern within RJR for the prior three years when top executives used staff people as pawns in their political game. This internal conflict was one of RJR’s major failings as a company, well before Nabisco arrived. While information is anecdotal, Philip Morris management seemed to work far more harmoniously to achieve common objectives. GAH
2 Not a surprise, but the return on cigarettes was probably a revelation to even someone as financially astute as Bains when he joined RJR. GAH
For 30 years, Mac Bains never talked much about his time at RJR. He was in a unique position among my contacts for this book because he is the only one I knew who worked for Ross Johnson at both Nabisco and RJR. Mac openly shared his thoughts on the two companies from his unique perspective, and this was much appreciated. GAH