A New Era for Leadership Accountability
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8/29/24 – Issue 9.32 – Your weekly news on all things board. 

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As government authorities around the world ramp up their oversight of digital platforms, the concept of business accountability is taking on new, complex dimensions, especially for tech companies and their leaders. A striking example emerged this week when the Justice Department accused RealPage, a real estate software company, of enabling landlords to collude through its algorithms, allegedly driving up rental prices for consumers. The recent arrest of Telegram founder Pavel Durov by French authorities also marks a significant turning point in how tech executives may be held responsible for the information posted and exchanges that take place on their platforms. And California lawmakers this week pushed forward legislation that would put limits on artificial intelligence. As each of these scenarios unfold and authorities scrutinize new technologies for issues of safety, security, competitiveness and more, boards will want to keep their own focus on the intersection of innovation, ethics, and leadership accountability. 

 

In the Spotlight

 

U.S. Accuses Software Maker RealPage of Enabling Collusion on Rents

Thoma Bravo’s RealPage accused of using algorithms that drove rents higher

 

“In a complaint filed by the Justice Department on Friday, antitrust enforcers said RealPage’s software, which helps landlords set rental unit pricing, effectively raised prices illegally for renters. RealPage is a top software provider to the multifamily rental industry… The suit comes as home prices and rents in the U.S. have surged since the early days of the Covid-19 pandemic… The average U.S. rent has skyrocketed by 33% since the beginning of the pandemic… The company, which private equity firm Thoma Bravo acquired in 2021, said its revenue management products operate basically as they did at the time of that review.” BLOOMBERG 

 

Can Tech Executives Be Held Responsible for What Happens on Their Platforms?

Regulators are increasingly considering when to hold tech leaders directly responsible for the activities on their services, a shift punctuated by the arrest of Telegram’s founder, Pavel Durov

 

“This month, X closed its Brazil operations after one of its executives was threatened with arrest for not taking down certain content. Last year, Changpeng Zhao, the founder of Binance, pleaded guilty to federal money-laundering violations that took place on his cryptocurrency platform. In 2021, Twitter executives in India faced arrest over posts that the government wanted removed from the site. And on Saturday, Pavel Durov, who founded the online communications tool Telegram, was arrested in France as part of an investigation into the platform’s complicity in crimes including possession and distribution of child sexual abuse imagery.” NEW YORK TIMES

 

From Boardspan this Week:

 

Have You Benchmarked Your Board Lately?

 

The power of performance benchmarking is undeniable. For boards, it’s essential to understand how they stack up against peers, identify new trends and lean into the broader governance landscape. The 2024 Board Benchmark Report enables boards to build on successes and identify areas for improvement, ensuring continuous growth and effectiveness. Learn how your board compares and what you can do to achieve excellence.

 

 

Download the Report

 

Across the Board

 

California Legislature Approves Bill Proposing Sweeping A.I. Restrictions
Gov. Gavin Newsom must now decide whether to sign into law the fiercely debated legislation

 

“California lawmakers on Wednesday overwhelmingly approved legislation that would create new restrictions for artificial intelligence, clearing a path to the governor’s office for a bill that might set the national standard for regulating the new technology… Gov. Gavin Newsom has not indicated his position on the legislation and has faced strong pressure from many in the tech industry to veto it. The proposed regulations have become embroiled in a fierce debate over how to regulate A.I., which, depending on whom you ask, has the potential for great benefits and harms to humanity.” NEW YORK TIMES

 

Google’s Antitrust Defeat Opens the Door to Lawsuit from Yelp
Yelp complained for more than a decade that Google tilted the search market in its favor

 

“When a federal judge declared Google an illegal monopoly in a landmark ruling this month, it was not immediately clear what consequences the world’s largest search engine provider would face. But one result is coming into focus: Google’s antitrust defeat opened the door to more lawsuits. On Wednesday, Yelp, the popular online service that lets people find and review local businesses, sued Google in federal court in San Francisco. Yelp claims that Google used its dominance as a general, or all-purpose, search engine to gain an unfair advantage in local search services. Yelp is seeking unspecified monetary damages and an order for Google to stop its anticompetitive practices in a jury trial.” NEW YORK TIMES

 

Intel Board Member Resigns After Differences Over Chipmaker's Revival Plan

Tan leaves as the company endures one of the bleakest periods in its five-decade history that has left it vulnerable to a potential activist shareholder attack

 

“The sudden resignation of a high-profile Intel board member came after differences with CEO Pat Gelsinger and other directors over what the director considered the U.S. company’s bloated workforce, risk-averse culture and lagging artificial intelligence strategy, according to three sources familiar with the matter. Lip-Bu Tan, a semiconductor industry veteran, had said he was leaving the board… The former CEO of chip-software company Cadence Design joined Intel’s board two years ago as part of a plan to restore Intel’s place as the leading global chipmaker.” REUTERS

 

Three Board Members Resign from Struggling BurgerFi

SEC filings express doubt as the company disclosed it has begun reviewing strategic alternatives and defaulted on its loan

 

“In another indication of looming bankruptcy, BurgerFi International this week said it has hired a chief restructuring officer, who will manage the company’s planned reorganization… As of Friday, the chain had not filed for bankruptcy, but the parent of both BurgerFi and Anthony’s Coal-Fired Pizza brands indicated that might be coming soon, citing deepening financial losses… Meanwhile, three members of BurgerFi’s board also resigned on Aug. 14, though the filing indicated the move did not reflect any disagreement with the company. Allison Greenfield, Vivian Lopez-Blanco and Gregory Mann left the board, in a move that was immediate.” RESTAURANT BUSINESS

 

The Sound of Silence in Corporate Director Resignations

Outspoken director resignations, driven by protesting a firm's operations, are vital to corporate governance by alerting shareholders and prompting market pressure for necessary changes

 

“Directors hold the right to resign, specifically in protest, from their respective firm, which can act as a powerful governance tool in the corporate structure. Directors express vocal opposition to alert investors to internal misconduct and mitigate the aforementioned information asymmetry. When unable to create effective change from within, they may opt to ‘exit’ from the firm, signaling that their values are incompatible with the policies of the firm. Due to the inherent disadvantages of resignation, this tool can be particularly effective in articulating the need for change to investors and the public.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

IBM Shuts China R&D Operations in Latest Retreat by U.S. Companies
U.S. companies doing business in China also face stricter scrutiny by American policymakers in strategic areas such as artificial intelligence

 

“The company is moving its China R&D functions to other overseas facilities, Jack Hergenrother, an IBM executive, told employees at a virtual meeting on Monday morning, according to employees who attended. Hergenrother said IBM faced intensifying competition in China with its infrastructure business declining in the past few years… IBM plans to concentrate its R&D in several regions… Geopolitical tensions between the U.S. and China have led many multinational companies to reassess their business in China, with some laying off employees and relocating operations to other countries.” WALL STREET JOURNAL

 

5 Moments That Make or Break a CEO-Board Chair Relationship

What distinguishes an effective CEO-board chair relationship? Trust.

 

“Over the past decade, a growing number of U.S. boards have followed their European counterparts by separating the chair and CEO roles. Today, almost 60% of S&P 500 companies have done so, with 39% appointing an independent board chair… It’s a trend many shareholders applaud, arguing separation increases the board’s independence and leads to more effective oversight. But it’s an approach that’s not without risk. Separating an organization’s two most powerful leadership roles introduces a critical new dynamic: the relationship between the board chair and CEO.” HARVARD BUSINESS REVIEW

 

Blind Spots in the C-Suite & Boardroom
Looking back on business failures often reveals blind spots that led to lack of understanding, strategic error and missed opportunities

 

“We’ve all heard the adage that what we don’t know can be more damaging to reputation, brand image, market standing and competitive position than what we do know. When what we don’t know is something we should know, a blind spot exists. Whether they relate to cultural, strategic, operational or governance issues, blind spots are almost always a factor underpinning a business failure… We define a blind spot as something pertinent to an organization’s viability that the board and C-suite have not focused on at all or enough.” CORPORATE COMPLIANCE INSIGHTS

 

Red Lobster Set to Bring on Former P.F. Chang’s Leader as CEO
Bankrupt seafood chain is slated to be sold in September

 

“A group of lenders set to take over Red Lobster have tapped a recent chief executive of Asian restaurant chain P.F. Chang’s to run the struggling seafood restaurant brand. Damola Adamolekun, most recently an operating partner at private-equity firm Garnett Station Partners, would take over as Red Lobster’s CEO pending final court approval of the chain’s sale, which is scheduled for next month. Orlando, Fla.-based Red Lobster filed for chapter 11 bankruptcy in May, one of a string of restaurant chains that have filed for bankruptcy protection or sought buyers in the past year.” WALL STREET JOURNAL

    Seat at the Table

     

    Boardspan congratulates Maria Ferreras, Global Head of Partnerships at Netflix, on her appointment to the board of E.L.F. Beauty. Boardspan is delighted to have advised the company on this placement. We extend our congratulations to all recent placements:

    • Zoom welcomes to its board Mike Fenger, VP of Worldwide Sales at Apple

    • Motorola Solutions appoints to its board Elizabeth Mann, EVP and CFO at Verisk Analytics

    • Abercrombie & Fitch adds to its board Andrew Clarke, Global President of food firm Mars Snacking

    • Hertz names to its board Francis Blake, former Chairman and CEO of The Home Depot; and Lucy Dougherty, SVP, General Counsel and Board Secretary of vehicle manufacturer Polaris

    • Corebridge Financial elects to its board Edward Bousa, former Leader of Quality Value Equity Investment Strategies at Wellington Management Company

    • Medical firm ResMed appoints to its board Christopher DelOrefice, EVP and CFO of medical device firm Beckton, Dickinson and Company

    • Launch and space systems firm Rocket Lab adds to its board Kenneth Possenriede, former CFO of Lockheed Martin Corporation

    • MarineMax appoints to its board Bonnie Biumi, former President and CFO of Kerzner International Resorts

    • U.S. Soccer welcomes to its board Louis Mateus, General Manager of sports complex Mercyhealth Sportscore Two; and Tina Rincon, former Treasurer of US Youth Soccer

    • Healthcare firm PureTech adds to its board Dr. Michele Holcomb, former EVP, Chief Strategy and Business Development Officer at Cardinal Health

    • AI pricing firm PROS Holdings elect to its board Jennifer Biry, Chief Financial and Operating Officer of McAfee

    • Aluminum products manufacturer Constellium welcomes to its board Bradley Soultz, CEO of Willscot Mobile Mini

    • Thin film processing firm Intevac appoints to its board Eiji Miyanaga, former CEO of tech firm Ferrotec USA

    • Metalworking firm MSC Industrial Supply adds to its board Rob Aarnes, President of residential security firm ADI

    • Home builder D.R. Horton welcomes to its board Barbara Smith, former CEO of Commercial Metals; Chad Crow, former President and CEO of Builders FirstSource; and Elaine Crowley, former EVP and CFO of Mattress Giant Corporation

    • Digital sports platform Fanatics elects to its board Trevor Edwards, former President of Nike

    • The Bancorp announces to its board Todd Brockman, SVP and General Manager of issuer processor Visa DPS

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    Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan only works with boards, bringing deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Clients include Blue Shield (CA), Colgate-Palmolive, Deckers, Dynatrace, elf Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, Synopsys, the USOPC, and scores more.

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