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9/1/22 – Issue 7.84 – Your weekly news on all things board. 

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Expedited evolution. More and more we see evidence that investors, regulators, employees and other constituents have come to appreciate the work of the board. They aren’t shy about holding boards accountable when things go wrong—and increasingly they are interested in how to help make things go right. It’s not surprising then to see this week’s calls for boards to be more transparent about board composition strategy and update their board refreshment policies. Board governance expectations are evolving, and fast! Meanwhile, layoffs and hiring freezes are trending as companies respond to inflation and a rapidly changing market. At retail, fast food, and warehouse and delivery companies unionization is also on the rise. In other news, Tesla CEO Elon Musk’s legal team seeks a delay in the lawsuit brought by Twitter to force him to complete his acquisition of the company, citing new evidence from a whistleblower complaint about security practices, even as both sides issues subpoenas to a who’s who of the Silicon Valley elite.

 

BOARDS ADD VALUE: At Boardspan, we spend a lot of time talking to board members about the ways they add value and the many challenges they’re facing. Check out this two-minute video that highlights what we’ve learned.

 

In the Spotlight

 

Why Regulators & Investors Care About Your Board Composition Strategy…

“Regulators and investors are stepping up pressure on companies to do more on the diversity and composition of their boards…Investors and regulators are aware that for many companies building a more diverse board is an ongoing process. Transparency is crucial for building trust. Detailing the composition of the board is a key component in demonstrating to investors that the board has an effective balance of skills, experience and knowledge to deliver your company’s objectives…To demonstrate a link between the composition of the board and the delivery of strategy, many top reporters are now including a detailed skills matrix that shows how the skills, knowledge and experience of individual board members map to the skills required to deliver its strategy.” CORPORATE SECRETARY

 

…And Your Board Refreshment Practices…

“As US corporations seek to increase diversity of backgrounds, skills, and professional experience on their boards, they face a central hurdle: limited board turnover that creates few openings for new directors…To overcome that hurdle, boards can (temporarily) increase their size…Additionally, they can adopt and implement board refreshment policies and practices that foster an appropriate level of turnover within the current ranks of the board. Regardless of their approach to board refreshment, companies should expect continued investor scrutiny in this area. Indeed, while institutional investors may defer to the board on whether to adopt mandatory retirement policies, many are keeping a close eye on average board tenure and the balance of tenures among directors and will generally vote against directors who serve on too many boards.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

…Even As Governance Structures Evolve To Reflect New Responsibilities

“As boards grapple with a wider array of ESG issues and seek to take the interests of multiple stakeholders into account—all amidst significant economic, social, and geopolitical upheavals—we are seeing not only an evolution in the composition of US corporate boards but also meaningful changes in board leadership structures, board meeting practices, and committee structures…If ‘diversity’ is a key theme in US board composition as boards become more demographically diverse with a greater focus on functional expertise in areas such as technology, finance, and operations, then ‘variety’ is the corresponding theme in board leadership, meeting practices, and committee structures…The ongoing increase in board chair independence is likely driven by CEO succession events, as well as the growing workloads of boards and management, rather than shareholder proposals calling for CEO/board chair separation.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Across the Board

 

Half of All Firms Say Job Cuts Are Coming…

“Best Buy, Ford Motor, HBO Max, Peloton, Shopify, Re/Max, Walmart and Wayfair are among the firms that announced layoffs in recent weeks. Meanwhile, 50% of firms are anticipating a reduction in overall headcount, while 52% foresee instituting a hiring freeze and 44% rescinding job offers, according to a PwC survey of 722 U.S. executives fielded in early August.” CNBC

 

…As Snap Cuts 20% of Staff…

“Snap is reportedly getting ready to make a major round of layoffs, as Snapchat advertising sales have hit turbulence. The social messaging and media company is set to cut 20% of its workforce, with layoffs set to begin Wednesday… As of the end of June 2022, Snap had 6,446 full-time employees, an increase of 38% year over year…” VARIETY

 

...And Bed Bath & Beyond Turnaround Strategy Brings 150 Store Closures, Layoffs

“Bed Bath & Beyond on Wednesday announced swift and significant steps it is taking to try to revive its struggling business, including layoffs, store closures and a shake-up of the brands on its shelves. On a call with investors, the New Jersey-based retailer laid out details of its latest turnaround push. It said it has started closing about 150 of its ‘lower producing’ namesake stores. It will also slash costs by shrinking head count by about 20% across the corporate and supply chain workforce… Its business has already taken many blows. The company said it lost hundreds of millions of dollars in sales because it didn't have items in stock. It was publicly criticized by activist investor Ryan Cohen, who later sold off his entire stake in the company. Former CEO Mark Tritton, who was chosen to carve out a successful strategy, was ousted by the board in June.” CNBC

 

Union Membership On the Rise Again...

"The number of Americans who belong to labor unions had been dropping for decades. But suddenly, in the last year or so, the winds have changed. Unionization efforts are underway at tech companies like Apple and Google; media organizations like The New York Times and Condé Nast; and among grad students, delivery drivers and baristas. Since December, when a Starbucks in Buffalo was the first to vote to unionize, workers at more than 200 Starbucks stores have followed suit… And then, last April, there was news that stunned the business world, about America's second-largest employer: JFK8, a massive Amazon warehouse on Staten Island that employs 8,300 people, voted to unionize” CBS NEWS

 

...With First Chipotle Location Voting In Favor This Week

“Workers at a Chipotle Mexican Grill in Lansing, Mich., voted to unionize on Thursday, establishing the first union at the fast food chain nationwide…The election follows a string of first-time union victories led by Gen Z and millennial workers at high-profile companies such as Amazon, Starbucks, Trader Joe’s, and Apple that have long evaded unionization. It also marks a milestone for the low-wage fast food industry, where unions have struggled for decades to gain a foothold because of the sheer number of locations, the franchising model, and high turnover.” THE WASHINGTON POST

 

Musk's Legal Team Seeks Delay in Twitter Trial...

“Elon Musk's legal team is seeking to delay the trial with Twitter over their $44 billion acquisition deal by a month in light of the whistleblower disclosure alleging that the company has serious security vulnerabilities. The case is currently set to go to trial in the Delaware Chancery Court for five days starting October 17, after a judge ruled that the uncertainty from a dragged-out litigation process threatened ‘irreparable harm’ to Twitter…Musk's team proposed a new schedule with the trial taking place sometime in November, depending on the court's availability... The motion to push back the trial comes after Musk on Monday sent a letter to Twitter citing Zatko's disclosure as additional justification for terminating the acquisition. The letter claims that if the allegations are true, Twitter breached its side of the deal. In their earlier move to scrap the deal, Musk and his team accused the company of violating the agreement by lying about the number of bots on its platform and failing to turn over information Musk says he needs to evaluate the issue.” CNN BUSINESS

 

…As Both Sides Subpoena Who’s Who Of Silicon Valley Elite

“Jack Dorsey, a founder of Twitter, got a subpoena. So did Marc Andreessen, a prominent venture capitalist. Larry Ellison, Oracle’s chairman, and the investors David Sacks and Joe Lonsdale received them, too. They were all summoned to share what they know about the rancorous, knock-down, drag-out tech spectacle of the year: the fight between Twitter and Elon Musk, the world’s richest man….So far, lawyers for Twitter and Mr. Musk have issued more than 100 subpoenas in the battle, targeting big-name banks (Goldman Sachs, Morgan Stanley), high-profile investors (Andreessen Horowitz, Sequoia), well-known advisers, prominent companies that employ Twitter’s board members (Salesforce, Mastercard) and members of Mr. Musk’s entourage. Even for a high-stakes corporate lawsuit, the deluge of paperwork is remarkable, legal experts said. The October trial puts the case on a breakneck timeline, compressing legal work that might normally stretch on for years into just three months.” NEW YORK TIMES

 

Mary Dillon Steps In as CEO of Footlocker

“The chief executive who oversaw the rapid expansion of Ulta Beauty will take over as CEO of Foot Locker during a period of significant transition for the chain. Mary Dillon, one of only 31 women leading a S&P 500 company before stepping down as the top executive at Ulta early last year, will take over at Foot Locker for Richard Johnson, who retires next month…Dillon takes control of the company next month with Foot Locker relying less on sales at malls, where foot traffic has plummeted, and moving away from one of its most dominant suppliers, Nike. Nike recently shifted aggressively to direct sales to customers. Johnson, who has led the company since 2014, will continue as the board’s executive chairman through 2023.” YAHOO 

 

Women Are Gaining Representation on S&P 500 Boards

"Coca-Cola Co.’s appointment of former Instacart Inc. President Carolyn Everson to its board means half the beverage company’s directors are now women for the first time.

Coca-Cola is one of a record number of S&P 500 companies that have women in at least half their board seats. The high of 21 companies, the most since Bloomberg started tracking the data in 2019...The broader outlook remains mixed, as gains and losses tend to offset each other. Women held eight more seats on S&P 500 boards in July, while men picked up 15 seats, as the number of directors overall expanded by 23 seats to 5,466. Boards usually shrink during the summer months as directors resign or retire during company annual meetings and then grow again with new appointments." BLOOMBERG

 

Apple Exec Quietly Exits Chinese Board Position

“An Apple Inc. executive has left the board of Didi Global Inc., as the Chinese ride-hailing company struggles to regain ground it lost during Beijing’s crackdown on the country’s internet sector. Adrian Perica, Apple’s vice president of corporate development, has resigned from Didi’s board, according to a one-sentence release posted on Didi’s website this month.... Perica joined DiDi's board after [Apple] made a $1B investment into the company to gain a further foothold in China." BLOOMBERG

 

Top Investor Seeks Board Control at Ammo Supplier

“Ammo Inc's largest investor wants to take control of the ammunition manufacturer's board and boost the firm's profit through growth in e-commerce of firearms, outdoor sporting and related goods…Steve Urvan, who owns 17% of the Scottsdale, Arizona-based public company and sits on the board, nominated seven director candidates, including himself, his letter to other shareholders said… Urvan thinks new directors could assess Ammo's leadership team, cut costs in its ammunitions segment, focus more on higher growth opportunities in e-commerce and consider possible acquisitions in related areas including sporting goods, apparel and collectibles. Ultimately he would also like to separate the CEO and chairman roles, a trend in corporate governance.” US NEWS

From the Boardspan Library

Board Refreshment

"In assessing your board’s composition, consider the average and range of tenure; your board’s size and committee structure; and the board’s profile in terms of skills, expertise, experience, age, gender, and compensation. Examining these, relative to the board metrics used by major institutional investors and benchmarks for companies similar to yours in industry, size, and scope, can create context and identify likely shareholder concerns... Concerns about refreshment are typically driven by perceptions of a board’s ability to oversee evolving strategies and risks. For that reason, well-run boards take an ongoing approach to refreshment and develop succession practices to meet evolving needs related to board composition… Rigorous assessments of individual directors can reveal missing capabilities, which in turn can allow for refreshment decisions and be factored into searches for new directors.” DELOITTE via BOARDSPAN

Seat at the Table 

  • Coatings company Axalta welcomes to its board Jan Bertsch, former SVP and CFO for glass container manufacturing company O-I Glass

  • 5G wireless transport company Ceragon Networks elects to its board Efrat Makov, Director of the network intelligence company Allot

  • AI powered healthcare company Ontrak appoints to its board James Messina, Co-Founder and General Partner of startup venture firm Seattle Hill Ventures

  • Electrical distribution and services company Wesco International nominates to its board Sundaram “Naga” Nagarajan, President and CEO of technology company Nordson Corporation

  • Global freight equipment company Greenbrier elects to its board Admiral Thomas Fargo, retired Admiral of The United States Navy

  • Food service brand Dutch Bros welcomes to its board Ann Miller, EVP and CLO of NIKE

  • Outdoor retailer REI appoints to its board two directors: Michael McAfee, President and CEO of social and economic research institute PolicyLink; and Jim Murren, former Chairman and CEO of MGM Resorts International

  • Cannabis marketplace and delivery platform Lantern elects to its board Ngiste Abebe, VP of Public Policy for cannabis cultivator Columbia Care

  • Technology company Honeywell welcomes to its board Robin Watson, former CEO of engineering consulting company John Wood Group PLC
  • Coca-Cola appoints to its board Carolyn Everson, former President of retail delivery company Instacart
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About Boardspan
Boardspan is the leading provider of digital governance solutions for boards across all sectors. Our cloud-based assessments, benchmarking analytics and governance education programs complement our board search and advisory services to deliver a holistic approach to governance. Boards of all sizes and stages rely on Boardspan to deliver analytics, insights and outcomes that improve their effectiveness and performance. Clients include KKR, The Kellogg Foundation, Ingersoll Rand, Farfetch, McAfee, Beyond Meat, Box, e.l.f. Beauty, Satellite Healthcare and the U.S. Olympic & Paralympic Committee.

     
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