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6/8/23 – Issue 8.21 – Your weekly news on all things board. 

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The PGA Tour and LIV Golf blindsided the golf world this week with a surprise merger after a year of conflict. How and why did the merger happen? What does it mean for the future of professional golf? And will the merger pave the way for more Saudi investments in non-oil endeavors? The details of the deal are still vague– even to the dealmakers–so debate will likely continue as the particulars fall into place.  

 

In other news, Chairman Chris Licht is out at CNN; Netflix shareholders vote against executive pay packages; GameStop shares plummet after CEO’s departure; a new survey finds the C-Suite has concerns about their boards; and why are CISOs having trouble breaking into board work? 

 

In the Spotlight

 

How Did the PGA Tour and LIV Golf Go from Fighting to Merging?

No one expected this deal; how did it happen, and what’s next?

 

“After a year of publicly torching one another, the two parties dividing professional golf agreed to do something radical: meet with one another as equals. The April meeting in London was the beginning of the bombshell attempt to put the sport back together…The deal, which includes the DP World Tour in Europe, combines the commercial and business rights of the PGA Tour with the golf-related business from Saudi Arabia’s sovereign-wealth fund into a collectively owned for-profit entity. Now, the flood of money that once prompted PGA Tour commissioner Jay Monahan to call LIV, ‘a foreign monarchy that is spending billions of dollars in an attempt to buy the game of golf’ will instead underpin the PGA Tour…In some sense, these adversaries were natural partners. The Saudi Public Investment Fund has money, and lots of it. But LIV hasn’t demonstrated it had a clue how to run a professional golf circuit…The PGA Tour knew how to do that and had a newfound willingness to entertain the idea of Saudi cash. ‘I recognize that people are going to call me a hypocrite,’ Monahan said Tuesday. ‘I accept those criticisms. But circumstances do change.’" THE WALL STREET JOURNAL

 

What Does This Deal Mean for Saudi Arabia?

It’s a step forward for a country trying to diversify its investments and gain global clout.

 

“It’s only the latest sign of Saudi Arabia’s expanding power, as the country spends billions abroad in what it says is an effort to diversify its economy away from oil. (Skeptics say it is trying to cleanse its reputation and shore up higher oil prices.) Secretary of State Antony Blinken met with Mohammed bin Salman, the kingdom’s crown prince, this week in an effort to repair strained ties. Meanwhile, deal makers say that Saudi Arabia has become a looming presence across the M.&A. and investment landscape. Private equity and venture capital firms have also flocked to the kingdom, hoping to tap its oil-rich coffers for new capital, particularly as raising money from China has become dicier...The golf merger prompted deal makers to speculate over whether the Saudis could aim at even bigger targets, including a team in the N.B.A., which recently changed its ownership rules to allow for sovereign fund investment, or another American sports league.” THE NEW YORK TIMES

 

Behind the Merger: Secret, Fast, and Still in Progress

A month of top-secret meetings around the world led to a truce and a deal. 

 

“Yasir Al Rumayyan, the golf-crazy chairman of Saudi Arabia’s Public Investment Fund that is LIV’s biggest backer, jetted around the world for several rounds of discussions with top officials from the PGA Tour about a possible combination, according to people familiar with the matter…The deal talks were kept to a tight circle of senior officials, with relatively few advisers. Precise financial details of the accord haven’t been disclosed, though PIF plans to pump billions of dollars into the new entity, the people said. The two sides moved quickly to seal an agreement once it was clear that both sides were favorably disposed to a deal, agreeing to figure out the finer points in later talks.” BLOOMBERG

 

From Boardspan this Week:

 

Board Governance Depends On Where You Sit

A seasoned board director talks about how governance looks from different vantage points.

 

"Board governance is frequently discussed and often misunderstood. In this article, I offer an insider’s perspective on the topic. Over the years, I have had the privilege of serving on ten corporate boards, as well as being chairman and CEO of Medtronic, chairman only, and CEO only. I have also observed dozens of boards from outside the boardroom and engaged in numerous confidential conversations with members of these boards about the challenges they faced and how they handled them.” MCKINSEY & COMPANY via BOARDSPAN 

 

Across the Board

 

CNN Chairman Chris Licht Is Out

Following a turbulent year marked by controversy and layoffs, Licht leaves, effective immediately.

 

"Mr. Licht’s 13-month run at CNN was marked by one controversy after another, culminating in his exit earlier this week. He got off to a bumpy start even before he had officially started when he oversaw the shuttering of the costly CNN+ streaming service at the request of its network’s new owners, who were skeptical about a stand-alone digital product. The cuts resulted in scores of layoffs…(The departure) was also a hammer blow to Mr. Licht, a successful television producer with little experience managing a large organization who had pledged to remake CNN as a fair-minded voice for viewers disenchanted with the partisan scrum of cable news. Even as his troubles mounted — plunging ratings, a Don Lemon scandal and a much-criticized town hall with former President Donald J. Trump — Mr. Licht told associates that he was certain that Mr. Zaslav, whom he considered a mentor, would defend him. This week, Mr. Zaslav’s support reached its limit.” THE NEW YORK TIMES

 

Netflix Shareholders Vote to Reject Executive Pay

The Writers Guild of America sent a public letter urging shareholders to reject compensation packages. 

 

“Netflix shareholders voted on Thursday to reject the lucrative pay packages of the company’s leaders, including the co-chief executives Ted Sarandos and Greg Peters. The vote is nonbinding and can be overruled by the company’s board of directors the next time it meets. But the result was notable just days after the Writers Guild of America, which represents writers taking part in a strike, sent a public letter urging the streaming giant’s shareholders to reject the compensation plans…(WGA West President Meredith Steihm) argued that if Netflix was willing to pay its executives such large sums, it should also be willing to pay its writers what she said they’re worth, a sum she estimated to be $68 million annually.” THE NEW YORK TIMES

 

GameStop Sees Shares Fall After CEO Termination

Matt Furlong was brought to the helm in 2021 to revitalize sales at the video game company.

 

“GameStop shares plunged Wednesday after it terminated Chief Executive Matt Furlong and elevated Ryan Cohen to executive chairman, the latest shake-up at the video game retailer, which has been struggling to find new ways to juice sales…Furlong was one of dozens of e-commerce veterans who joined GameStop in 2021 and 2022 to help turn the company’s business around by expanding online sales and launching a marketplace for nonfungible tokens, or NFTs…Cohen, who made a name for himself by co-founding and later selling pet-supply retailer Chewy, had wrested control of GameStop as an activist investor. After building up a minority stake in the retailer, Cohen blasted its former leadership and board, a move that resulted in him landing a director seat in early 2021. He quickly became a favorite of the individual investors who sent GameStop’s stock soaring for a brief period.” THE WALL STREET JOURNAL

 

Survey: 29 percent of U.S. Executives Say Their Boards are Doing a Good or Excellent Job

The Conference Board and PWC talked to more than 600 C-Suite executives.

 

“The survey also found some positive feedback, with boards receiving high marks for their firm grasp of corporate strategy (85% of respondents), key business risks and opportunities (72%), and the competitive landscape (62%). Moreover, 68% are confident that their boards effectively engage with shareholders.

 

But executives have concerns about:

  • Who is on the board: 89% want one or more of their directors replaced;
  • What knowledge they bring to discussions: 50% say their boards do not understand the impact of digital technologies and 40% say they do not understand the company's climate strategy; and
  • How they engage in the boardroom: 33% say their boards ask probing questions.” THE CONFERENCE BOARD via CISION PR NEWSWIRE

 

Cybersecurity Experts Struggle to Gain Board Seats

Despite demand for cybersecurity oversight, CISOs often lack broad business experience.

 

“Chief information security officers might assume their skills will make them prime candidates, but they often lack the broad business experience and advanced degrees commonly sought in directors, recruiters and analysts say…Among CISOs at companies in the Russell 1000 index, 32% have professional experience in roles outside of cybersecurity, according to a study out Tuesday from Artico and cybersecurity advisory organizations IANS Research and the CAP Group. In education, 38% of these CISOs have an advanced degree in technology, engineering, business or law, the researchers found.  ‘It’s rare for a board to take anyone on as a one-trick pony,’ said Brian Walker, CAP Group chief executive…Even at cybersecurity companies, competition for board roles can be fierce. Data-analytics company Sumo Logic interviewed about 50 people when it was looking for a cyber expert for its board last year, said George Gerchow, chief security officer. ‘We wanted a CISO who also had cross-functional expertise,’ he said. ‘It was a struggle.’” THE WALL STREET JOURNAL

 

Cybersecurity Experts Struggle to Gain Board Seats

The role is changing, and with it, the board’s job of recruiting and succession planning.

 

“The new generation of museum directors must face a dizzying array of issues: overdue efforts to diversify collections, curators and leadership teams; labor negotiations as more staffs unionize; restitution claims as governments and law-enforcement officials step up demands for the return of looted art; internal unrest that has seen staff revolts at major institutions; greater scrutiny of board members and the sources of their wealth; and protests over social justice, climate change and other issues that have spread from the streets to the museums themselves...Some institutions worry that it will become more difficult to attract potential leaders who increasingly see director positions less as a way for them to share their aesthetic tastes, and more as a path to no-win managerial headaches…Most of the newly appointed leaders have been white, leading to frustration within the field that for all the talk about the importance of evolving with the culture and bringing in multiple perspectives, some museums have been slow to diversify.” THE NEW YORK TIMES

 

Sequoia Spins Off China and India Units into Independent Partnerships

Firm in U.S. and Europe will retain the Sequoia name.

 

“Sequoia Capital, one of Silicon Valley’s most prominent venture capital firms, is breaking itself up, spinning out its Chinese unit into an independent company at a time of rising tensions between China and the United States over investment and access to advanced technologies…The firm’s global footprint had become ‘increasingly complex’ to manage, said a statement from Sequoia’s managing partner Roelof Botha; the firm’s China head, Neil Shen; and its India head, Shailendra Singh…’Increasingly, we deal with portfolio conflicts across entities because founders really now have global ambitions,’ Mr. Botha said. ‘And the brand confusion was just starting to chafe at everybody.’” THE NEW YORK TIMES

 

Fox News Board Back in Court

Ex-Executive Director of the Department of Homeland Security files defamation suit.

 

“The former executive director of the Department of Homeland Security's short-lived disinformation board is suing Fox News for defamation, in the same court where the network just settled its suit with Dominion Voting Systems...Jankowicz's lawsuit, filed in Delaware state court, alleges that Fox defamed Jankowicz by telling viewers that the board was out to censor the American public, causing Jankowicz to be ‘doxed, threatened, harassed relentlessly, and even cyberstalked.’” ABC NEWS

 

Trian Fund Management Announces Leadership Changes

Co-founder Ed Garden steps down, next generation of leaders steps in.

 

“Garden, 62, will focus on managing his personal investments through his family office and remain a senior adviser at Trian, the people said. His departure paves the way for Trian’s co-heads of research, Josh Frank and Matt Peltz, the son of co-founder Nelson Peltz, to be appointed co-CIOs. Brian Baldwin, a partner who has been a member of Trian’s investment team since 2007, will become head of research…Garden, who is Nelson Peltz’s son-in-law, has served on the boards of a number of key Trian holdings over the years, including Wendy’s, Family Dollar Stores and BNY Mellon.” THE WALL STREET JOURNAL

 

The Case for Full Service Attention to Stakeholder Value Creation

Investors are stepping up on stakeholder awareness, your board should be ahead of the movement.

 

“...‘Walking the Talk: Valuing a Multi-Stakeholder Strategy,’ analyzed the annual reports of over 3,000 global companies and found that those with strong stakeholder language generated 4 percent higher returns, were more likely to invest in research and development, generated higher sales growth and delivered more stable returns. The authors say that future-fit, long-term companies pay attention to a broader group of stakeholders to thrive. The report concludes that using corporate purpose as the reference point for deciding which stakeholder expectations matter to the corporation puts a multi-stakeholder strategy into practice more consistently. Firms that connect their purpose to key stakeholder responsibilities systematically across their organizations are better able to sustainably deliver long-term value…” GREENBIZ

    Seat at the Table

    • Life sciences company Labcorp welcomes to its board Dr. Paul Rothman, former CEO of John Hopkins Medicine

    • Ace Hardware appoints to its board David Cripe, Vice President of Ace Hardware store chain Whitmore Investments; and Eric Lauterbach, President of Peet’s Coffee

    • Discover Financial Services elects to its board Daniela O’Leary-Gill, former Chief Operating Officer for BMO Financial Group

    • Bacardi Limited adds to its board Alicia Enciso, Chief Marketing Officer of Nestlé USA

    • Semiconductor manufacturer Analog Devices elects to its board Stephen Jennings, former Senior Strategy Principal at Deloitte

    • DNA sequencing firm Illumina appoints to its board Stephen MacMillan, CEO of health tech company Hologic; and Scott Ullem, Chief Financial Officer of Edwards Lifesciences

    • Hardware provider Hillman Solutions Corp welcomes to its board Diane Honda, Chief Administrative Officer of cybersecurity company Barracuda Networks

    • Bank of Hawai‘i Corp adds to its board Suzanne Vares-Lum, President of the East-West Center in Honolulu, Hawai‘i

    • Chemical products company Olin Corporation elects to its board Julie Piggott, former Chief Financial Officer of railway company Burlington Northern Santa Fe

    • Seneca Therapeutics appoints to its board Cuong Do, CEO of pharmaceutical firm BioVie

    • Defense company General Dynamics welcomes to its board Charles Hooper, retired U.S. Army Lieutenant General

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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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