Lisa Leff, a former Times staff writer, is a free-lance writer based in Ventura County

On the day Forbes magazine anointed her the richest self-made woman in America, Pamela Meyer Lopker sent an e-mail message to her 650 employees. The founder and president of QAD, Inc., fretted about how they might view her debut on the Forbes 400, the business publication’s annual list of the wealthiest people in the United States. Just a few months before, Lopker had ordered the first round of belt-tightening in her Carpinteria software company’s history. Yet here she was, touted as a tycoon, her picture on the magazine’s cover no less, keeping company with industry titans such as Microsoft’s Bill Gates and ranked six spots ahead of Oprah. * “For those of you who have not yet seen the Forbes list of 400 wealthiest Americans . . . if you look close you will find me at number 394,” Lopker began the e-mail last September. She went on to say she was unsure how Forbes pegged her at $425 million but guessed it resulted from the magazine’s estimate that privately held QAD would fetch $1 billion on Wall Street. “While the math works, I think their initial facts are off,” Lopker, 42, added before concluding the message on a bright note: “In the world of publicity, any news is good news. Just get the name right, ‘QAD.’ ”

People who saw the missive would say later that it was pure Pam: analytical, disarming, just a shade shy of self-deprecating--the same qualities that enabled the former Navy brat, high school homecoming queen and TWA flight attendant to build the company she started at age 25 with one client, a $2,000 investment and eagle-eyed ambitions into a respected player competing in a multibillion-dollar global software market through offices in 17 countries.

Within QAD, Lopker is regarded as her own best salesperson, someone who can seal a deal with technical savvy, an honest demeanor and a killer smile. One computer analyst who has known Lopker for years describes her as “the Mary Tyler Moore of the software industry.” But despite her e-mail’s breezy tone, friends and longtime colleagues could look between the lines and sense Lopker’s ambivalence about her newly visible dossier.

When she found out she had made the list from the mother of one of her children’s friends, placating her employees was not Lopker’s chief concern. Protecting her young son and daughter was. Mindful that rich offspring can become kidnap targets, Lopker removed the QAD vanity plates from her 1993 silver Lexus (the first new car she has ever owned) and inquired about installing an alarm system at her family’s Montecito home. And she sat the kids down to review the rules: no talking to strangers, no accepting rides or anything else from anyone. The children had heard those reminders before, but a new urgency must have crept into Mom’s voice: After that conversation, they started sleeping in their parents’ room at night.


It is either a just reward or a cruel joke that the hobgoblins of publicity chose to visit Lopker and her company. Pam and husband Karl’s lifestyle does little to advertise their wealth, which is largely tied up in the business anyway. QAD sells software that helps manufacturers run their factories and warehouses more efficiently--products that will never show up on the shelves of an Office Depot. Yet even within its own rarefied industry, the company has a reputation for being aggressively anti-hype, almost to a fault; until 21/2 years ago, QAD did not even have a marketing department.

Pam regards making claims that can’t be backed up as an unforgivable sin, one that she thinks tarnishes much of the computer industry as “purveyors of snake oil.” And she knew that the Forbes “richest self-made woman” moniker hinged on hyperbole: She, as company president, and Karl, its CEO, jointly own 80% of QAD’s stock. Yet Forbes featured Pam by herself.

Inside the company, they are viewed as equals. Outside, however, the spotlight seemingly seeks out Pam. Increasingly, she serves as QAD’s public face, the one asked to give speeches about its employee stock ownership plan, to soothe unhappy or reticent clients. To some, her greater visibility is only logical; after all, she started the company and developed its principal product.

Karl, 45, the more reserved of the two, agrees: “Pam is a much better story than most people in the world, certainly better than me. She is more of an engaging personality, more vivacious.”


Occasionally, such as during negotiations with foreign customers who don’t accept women in executive roles, Pam must still defer to Karl. But overall, he says, it has been an advantage for QAD to be fronted by a woman prospective customers may see as a “novelty.”

“They say, ‘You mean a woman is calling on me, the CEO of this major corporation? I’m curious enough to see what gall she has to do that.’ And then she’ll get in there and take care of it.”


Before Forbes’ coronation, Pam Lopker’s carefully structured life allowed little room for surprises. She is the antithesis of everything her fellow baby boomers are often criticized for: responsible rather than impulsive, saver instead of spendthrift, a disciplined worker motivated rather by what’s wise than by what moves her. At times, she sounds more like a child of the Depression than the 1960s.

Lopker may possess a pragmatic engineering-math mentality, but she nevertheless presents a number of contradictions. She chose the career that has made her millions not because of a passion for computer programming and modern manufacturing but as a relationship of convenience, the shortest route to her long-held goal of success. She is guided, both in business and at home, by an implacable belief that individuals create their own fates. Yet she seems truly dismayed when others don’t act as she would.

Sitting in her comfortable but hardly luxurious office at one of the three Santa Barbara County sites that constitute QAD’s domestic headquarters, Lopker revisits a story that may help explain the forces that drive her.

At age 16, young Pam Meyer’s first boyfriend, a star football player at Monte Vista High School in Cupertino, discouraged her from going to college. As she remembers, he suggested that she work as a dental hygienist for a couple of years, until they had kids. “He was very much into stay home, we’re going to get married, I’m going to take care of you. . . . And I really ran from that,” she says, recoiling even now in the upholstered swivel seat at her gray oval conference table. “I thought, no, I’m going to be in a position to live a lifestyle that I make, not that somebody else makes and I fit into.”

Always technically gifted, Lopker spent much of her childhood learning how things work from her father, Floyd Meyer. The Navy engineer’s family moved frequently, and young Pam, born in Japan as the middle of three children, attended eight Catholic and public schools in 12 years. Her family finally settled in Cupertino, northwest of San Jose, as Pam entered both the eighth grade and a painful adolescence during which she often felt like an outsider.


She enrolled at UC Santa Barbara in 1972, eager to shed her image as “a math geek.” At UCSB, she dabbled in philosophy, psychology and sociology, figuring that those subjects might lead to a better social life. But she was too busy working her way through college, Lopker says, too practical for extended navel-gazing: “I hate all that deep inner stuff. I’m not somebody that harps about feelings and why things are the way they are. They just are.” After acing a calculus class with little effort, she double-majored in math and economics.

Looking at her now, a devoted businesswoman and mother who oversees a $159-million-a-year company yet manages to leave the office by 6:30 most nights, it is hard to imagine the teenage outcast and indifferent scholar Lopker describes. When not traveling on business, as she is about one week a month, she is at her desk plowing through dozens of e-mail messages, answering phone calls and emptying her in-box--tasks she juggles simultaneously. Employees and customers move in and out through her open office door for meetings.

With layered, chin-length brown hair, radiant olive skin and a sculpted nose that reveals her half-Italian heritage, she is photogenic--but even prettier in person. Lopker rarely wears makeup, and she has one of those faces that changes drastically depending on the angle from which it’s viewed. One minute you see a rather tired, intense woman talking business on the phone, her face resting in her hands when they are not moving through her hair. The next, as she laughs or gazes calmly across the room, you see a Tuscan beauty who could just as well be walking through a vineyard in a peasant skirt.

That laugh is her most distinctive feature. It’s one of those backward, air-gulping affairs that makes her sound like the goofy Arnold Horshack character on “Welcome Back, Kotter.”

For the Forbes photo shoot, Lopker dressed like a typical businesswoman circa 1985, in a red jacket, black skirt and black pantyhose. In her natural habitat, however, you can’t help but wonder whether some PR person suggested such attire. On an ordinary day at the office, her wardrobe is more sensible than high-powered: navy and black gabardine pants paired with brightly colored cardigans. A Swiss Army watch with a thin leather strap adorns her wrist, simple gold hoops her ears.

“Obviously, she’s been fabulously successful, and yet she is not the least bit impressed with herself,” observes Lloyd Taylor, a vice president with Cargill, a Minneapolis-based bulk foods company that has invested millions in QAD software. “She talks about her kids and her bad knees, not in an inappropriate way. It’s just Pam, who she is.”

But wrapped inside Lopker’s pleasing, approachable exterior is an almost defiantly utilitarian outlook. She decided to go to UCSB because it was cheap and about the right distance from home. Limited edition David Lance Goines prints hang in QAD’s offices and the Lopkers’ custom-decorated home, not because she particularly likes them but because she got a great deal on them years ago. And she bristles at any Mary Tyler Moore comparisons, as if being known as nice might damage her bottom line.

It was that same eyeshade sensibility that led Lopker into the software field. Before her senior year in college, she assumed she would graduate into a career as a statistician or an insurance actuary. To expand her options, she enrolled in several computer programming classes. While she excelled at computers, Lopker said she never paused to ask herself whether programming lines of code was something she enjoyed doing. To her mind, that question was--and is--a luxury.


“People say, ‘You must really love your job,’ and I never think of that,” Lopker says, chopping the air with her hands as if she were filing her thoughts into manila folders. “Even as a single person out of college, my goal was, what can I do that is going to allow me to make a comfortable living? And I just kept looking and applying what I’m good at to those jobs until I could find the right mix.”

Her first job after graduation was as a programmer for a small Goleta defense contractor. It paid $24,000 a year, a healthy sum for 1977. Riding a bicycle to work so she wouldn’t have to plunk down money on a car, she saved enough within the first year to buy a house in Santa Barbara with two other people. She eventually bought out her partners and kept investing in residential real estate.

Linda Chesterfield, a close friend, met Pam Meyer in 1979 when they shared that first house. Pam was fun and gregarious, Chesterfield recalls, but “she was always very directed in what she was doing.”

Karl Lopker, Pam’s boyfriend since college, was the same way. He was then running Deckers Outdoors Corp., the sandal-making company he had started in college. Deckers would go on to make millions marketing the ubiquitous Teva sports sandals after he sold the company to join QAD.

Pam and Karl “were always reading books about business and talking about business at a time when, like myself, I was just out of college and I was having a grand old time,” Chesterfield remembers. “Even before they were married, you could look at these two people and see there was a very strong team at work.”


Forbes’ snub notwithstanding, the idea for QAD actually came from Karl, who, friends say, is the family’s more natural entrepreneur. Profitably running Deckers in 1979, he suggested that Pam, by then working at the Goleta firm, develop a program to track his sales, receipts, inventory and shipments. He offered to give her an office and make Deckers her first client while she developed a product.

In fact, the Lopkers’ relationship began as a commercial one. They met 24 years ago in an Isla Vista leather store while both were at UCSB. Pam, a freshman, wanted to buy small pieces of material for crafts, but the store was out. Karl, a senior majoring in electrical engineering, offered to sell her scraps from his sandal business. They wed at the Santa Barbara Mission in 1981.

Karl’s offer to help launch Pam’s company produced a major hiccup in her meticulously laid plans. Quitting her steady job and giving up predictable paychecks threatened her deep need for financial independence. With additional prodding from Karl, she made the “painful” jump anyway.

By 1983, QAD--an acronym for quality application design--was doing well enough that Karl decided to sell Deckers and join his wife’s venture as its head salesperson. Then, in 1985, the Lopkers made a strategic decision that put QAD on the road to international success. The company would write a software program that could run on multiple computer hardware systems instead of just one.

The gamble paid off. QAD’s flagship product, MFG/PRO, was the first manufacturing software program utilizing the UNIX operating system, which went on to dominate the business world. Starting out in fewer than 500 factories, the software ran in more than 3,000 sites last year, about a third of them in the United States. The basic program that Pam Lopker wrote when she was pregnant with her son 10 years ago now comes in 24 languages, each new version boasting more bells and whistles to automate tasks that plant managers once did by hand.

As QAD grew, the Lopkers settled into their respective roles: She is in charge of research and technology; he runs marketing and sales. They similarly divide their duties at home. Pam drops the children off at school in the morning; Karl leaves the office first and cooks dinner.

“I’ve always had the feeling that Karl really loves building a business, more than being successful at it, doing it because it’s fun,” says Evan Bishop, a college friend Pam hired as her second employee. “Pam, I think, is a little more goal-oriented: There is no point in doing it unless you are going to make money.”

Both Lopkers were raised Catholic and attend church regularly with their children. Their “Catholic guilt,” in Pam’s words, “a feeling of ‘you can never do enough, never be good enough,’ ” has a lot to do with the understated way they run their business. Competitors, she says, are too quick to boast about their products--products that often fail to fulfill their promises.

QAD is “a very refreshing company to deal with,” says Harry Tse, with the Yankee Group, a Boston consulting firm. “They are not trying to ram something down your throat.”

And Sam Valanju, of QAD customer Johnson Controls in Milwaukee, remembers his first contact with Pam five years ago: “She was a pleasing person who was not trying to sell BS.” He says she continually asks what QAD can do to make its products and services better.

At the same time, however, their “old-fashioned humility” may have a downside. Some within QAD’s sales force have been “frustrated because the dreams are not a little grander,” says Bruce Richardson, an analyst with Advanced Manufacturing Research in Boston. “You can take Pam into any manufacturing company in the world and she will have them swooning. They will know they want to do business with her, but the only thing that holds them back is, if only this company were a little bigger.”


Women’s groups in Santa Barbara sometimes ask Pam Lopker to speak about competing in a world traditionally governed by men. If they go in expecting a tirade against sexism in corporate America, they surely must come away disappointed. “I have a standard feeling on that,” she explains. “I feel there are prejudices everywhere. It doesn’t matter if you’re black, if you’re a woman, if you’re Jewish, if you’re Catholic, if you’re tall, if you’re short, if you’re bald--there is somebody that is not going to want to talk to you, buy from you, give you their money, whatever it might be. But I don’t fight causes.”

Her tone is warm, friendly, even if it is apparent she is a little tired of the topic. The words spill out quickly, as if spoken many times before. She likes the software industry precisely because it’s “new . . . void of a lot of the stereotypes of old-line industry, so there isn’t as much a problem with sexism.” But of course she’s not been taken seriously because of her sex many times and, she says, “it doesn’t matter to me. . . . If my customers want a short, bald male, I’ll send one in.” To do otherwise, she intimates with a wide grin, would be a waste of her time and QAD’s profits.

Lopker admits that she finds the whole idea of separate business groups for women impractical, even silly. “If you look at women in high-tech business, it’s like one out of a hundred. Why would I join that club?” she asks. Appearing recently as a commencement speaker for a women’s entrepreneur group only validated her opinion.

“Here is this group of 40 women. And they are masseuses and suntanning parlor operators and a florist and maybe a marriage counselor. But for the most part the businesses are all very small, women-oriented, and they have this network,” she says. “Well, that’s OK. But I would want to be in a group of people that was three and five years ahead of where I am. . . . I don’t want to share my miseries with somebody who is not going to be able to help me.”

If she is afraid of sounding condescending, Lopker doesn’t show it. In fact, there is something about her delivery that sucks the judgmental sting from her words: She comes across like an accomplished older sister who only wants to share the benefit of her experience.

It is a verbal gift on which others have commented. “She can deliver bad news to people, and while they will know it’s bad news, she will still make them feel good about it,” Bishop notes.

Lopkers’ opinions on women and work align with her larger philosophy of personal responsibility, a subject she talks about often. The older sister rises again when she mentions how some of her employees, who earn an average of $58,000 a year, complain that they can’t afford to buy houses, yet “are really into buying new cars, living on their own and buying new furniture"--all sacrifices Lopker made early on.

Her confidently held convictions were also offended during the late 1980s, when the Lopkers became embroiled in, and eventually lost, a nasty legal dispute. They sued a distributor, another husband/wife team, alleging that they had developed a competing product that stole from QAD’s software. The defendants countersued, accusing the Lopkers of defamation of character and malicious prosecution.

A federal court judge in Chicago dismissed the Lopkers’ claim and personally criticized Pam in some of his rulings, accusing her of lying during the proceedings. QAD ended up settling in 1993, agreeing to pay several million dollars in damages, according to court documents.

She says the outcome hit her hard because the case “was my project and I was failing.” Before the case, she saw the world working in a certain way. The legal system was supposed to reward the just (i.e., those who meet their responsibilities) and punish the unjust (i.e., those who don’t). When the lawsuit didn’t go her way, she could come to only one conclusion: The legal system and the judge were “corrupt” and “immoral.”

Even now, four years later, the memory is so painful that Lopker says she is sure she could never serve on a jury.


On a rainy afternoon in early December, Pam Lopker zooms north on the 101, the speedometer edging toward 75 despite the wet road and early rush-hour traffic. With the QAD license plates gone, she feels more anonymous, freer with the accelerator. Minutes earlier, she had politely excused herself from a business meeting. She has a 4 p.m. appointment at home with an architect about remodeling the Lopkers’ kitchen and dining room.

At the gated entrance to their hillside community, Pam brakes the Lexus for a soaking-wet black dog standing in the road. She leans over and opens the passenger-side door and the dog jumps in. It’s Mo, the Labrador puppy she and Karl got for the kids last year, and Pam’s running partner on the mornings she is not lifting weights at the gym.

The Lopkers live modestly, at least by Montecito standards and certainly for a couple of their wealth. They bought their two-story rancher in 1984 for $335,000 and have spent another $400,000 remodeling. What’s most striking about the house, however, is what’s not there: no framed pictures with clients, no ostentatious souvenirs from their world travels--no obvious company symbols of any kind.

Pam says the absence of business memorabilia is largely a function of space. Since their children stopped sharing a room four years ago, Karl and Pam have not had room for a home office. But it is also indicative of the efforts they have made to preserve a normal family life despite the constant care their company requires.

“If you want to see them light up, ask them about their kids. They are really family-oriented,” says Barbara Whatley, QAD’s chief financial officer. When clients are in town and have to be entertained at night, Whatley says, the Lopkers “never both go. One of them is always at home with the kids.”

The busy Lopker household functions pretty much like any other with young children in it: Cub Scout and Brownies meetings, piano lessons and kitchen-table homework sessions and a once-a-week “McDonald’s night.” Still, Pam has devoted herself to the task of child-rearing with the same disciplined, reasoned approach she might take to designing a computer program.

Over tea, she tells the architect that she and Karl agreed last summer to get rid of their three television sets. Now the family spends evenings much like a recent one: conducting a science experiment by wrapping raw eggs in different materials and dropping them from the balcony to see which combination protected the eggs best. For Christmas, the family made miniature rock garden fountains that the children gave as gifts. As with QAD itself, the fountains were Karl’s idea, Pam’s execution.

For a pre-Christmas project, Pam and the children also collected blankets, old clothes and toys from their house and delivered them to a Santa Barbara homeless shelter. Then they baked cookies for a neighbor dying of prostate cancer. Lopker has read that children who grow up with an unusual responsibility or who live through a traumatic early experience are “somehow better off because they are forced to take initiative and solve problems.” For her children, volunteer work will have to provide that stimulus, she says.

Although not inherently philosophical, Pam says being a mother has forced her to think a lot about human nature, “about how you get your children from birth to a responsible adult.” Training them early in the arts of rational decision-making and compromise are a big part of it, she thinks. After learning QAD’s quarterly earnings had fallen below expectations, Pam told her children she wanted to reduce the household budget by 10%. She solicited their ideas about what to cut. “I thought it was good for them to understand that there was a budget, that you can’t have everything you want and that things are a little tight,” she recalled.

The lesson apparently reached its target. On the day the Forbes 400 was published, her son told his mother that a classmate had said the Lopkers were rich. Pam asked how he’d responded. “I told him that wasn’t true, because we’re on a budget,” he said.


Although the Lopkers haven’t gone out of their way to dispute the Forbes analysis, they acknowledge it may owe more to Wall Street’s current infatuation with high-tech companies than the actual value of QAD. A private firm that evaluated the company came up with a “significantly” lower value based on the profiles of similar companies, Karl says.

“In the high-tech stock market, one company does $100-million worth of business and is valued at $100 million, and another one does $100 million and is valued at a billion,” he says. “There is some magic associated and some press associated with one versus the other.”

Pam’s picture on the cover of Forbes certainly brought some of the latter QAD’s way. During a customers’ meeting on the East Coast in late November, she gave away about 300 autographed Forbes reprints. In some ways, the timing could not have been more magical: The Lopkers had already decided to take their company public, probably some- time this year. Forbes’ seal of approval could only help sell their initial public offering to brokerage houses.

Her accelerated travel schedule toward the end of 1996, plus all the time she spent on the telephone and computer, aggravated her chronically stiff neck, the result of a car accident 20 years ago. She took a prescription pain killer, but the medicine didn’t appear to slow her down. Two days before Christmas, she was back in her office, serenely wrapping her family’s gifts on the conference table and making plans for an upcoming annual meeting of QAD’s sales staff.

Lopker insists she could be just as happy working for someone else as running her own company. “People always say, could you ever believe you would be as successful as you are, and our answer is always ‘yeah, we think this is what we planned.’ And it really was,” she says. At the same time, they have had little opportunity to enjoy that success: Since she started the company, they go away only a week at a time. “It’s not like it’s ever over; it’s just part of your body,” she says. “I think QAD has allowed us to have a very global perspective on the world. Going to anything else would seem anticlimactic. If you think about it, what would I do with my kind of mind if there wasn’t technology?”

Yet occasionally she wonders if her hectic schedule and new visibility will lead her to a place she would rather not go. Recently, Lopker saw a celebrity at a Montecito nursery. According to Lopker, the woman threw a fit because she had to wait for a salesperson. The one who had been helping Lopker ran off to help the celebrity, apologizing that the imposing lady with the big voice was a valued customer.

“I was thinking at the time, ‘Well, you know, that wasn’t very nice. . . . I was here first, and he was helping me, but go ahead,’ ” Lopker laughs. “She was so outspoken, and I’m thinking: ‘Oh, I might end up being like that.’ ”

Longtime friend and associate Whatley doubts that. As Lopker was on her way to a second Forbes photo shoot in November, this time for a special “Women of the Silicon Valley” issue, Whatley asked what her boss thought about “all this fun publicity.” Lopker shrugged it off, saying that while it was exciting, it was not nearly as inspiring as the technology.

“That sort of tells you,” Whatley explains: “She is so pretty and personable, but she is really a techie underneath it all.”