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9/21/23 – Issue 8.35 – Your weekly news on all things board. 

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After months of minimal movement, IPO activity came roaring back over the last week with some high-profile, high-valuation Wall Street debuts. Chipmaker Arm, valued at $60B, began trading a week ago. Instacart and Klaviya both saw their shares jump with IPOs this week, and Databricks looks to be testing the waters for its IPO with another $500 million round of funding. It’s too soon to tell how these high-profile deals will affect the markets over the next year, but the spike of activity has been a change of pace. 

 

In other news, Rupert Murdoch announces his retirement; the Rock and Roll Hall of Fame Foundation board dismisses Jann Wenner after controversial remarks; Toshiba goes private; and growth in the number of women on boards is declining.

 

In the Spotlight

 

Arm IPO Excites Wall Street, but Challenges Loom

Supplier neutrality is critical in the $574B chip industry

 

“With its initial public offering, the largest of the year so far, Arm must perform a tricky dance for a company that has long been seen as the chip industry’s Switzerland, a neutral supplier of designs for chips that doesn’t itself make them. Its customers include many companies that compete with each other, such as smartphone makers Apple and Samsung, and chip makers Qualcomm and Advanced Micro Devices…Concerns about Arm’s neutrality as a supplier to the $574 billion chip industry have limited its strategy in the past. Some companies in the sector erupted in outrage three years ago in response to AI-chip giant Nvidia’s deal to buy the company from SoftBank for $40 billion. The objections gained traction, and the U.S. Federal Trade Commission sued to block the deal, claiming that Nvidia could distort Arm’s neutrality and use its control to gain an upper hand on competitors.” WALL STREET JOURNAL

 

Instacart Shares Jump After IPO

Brisk trading on day one seen as a sign of an awakening IPO market 

 

“Instacart’s initial public offering had been in the works for years, and Chief Executive Fidji Simo said in an interview that the company’s main goal with the offering is to provide liquidity to its employees. Instacart already has been operating like a public company, she said, and following the IPO it will continue to look for acquisition targets and other ways to build its retail support technology…Instacart, formally known as Maplebear, has been one of the buzziest IPOs this year along with British chip designer Arm and marketing-automation company Klaviyo, and will serve as a signal for whether the market has opened for new listings after a lengthy freeze. Arm's stock rose 25% in its stock-market debut, though it has pared those gains in subsequent trading sessions.” WALL STREET JOURNAL

 

Instacart’s Founder Steps Away from the Company After IPO

Apoorva Mehta relinquishes the board chairmanship to Instacart CEO Fidji Simo

 

“Instacart co-founder Apoorva Mehta is checking out with a $1.3 billion fortune following the grocery-delivery company’s initial public offering. Mehta, 37, who stepped down as chief executive officer in August 2021, relinquished his board position as executive chairman as part of the IPO proceedings to current CEO Fidji Simo, a former Meta Platforms Inc. executive. The transition marks the end of Mehta’s 11-year tenure with the company he co-founded in 2012…Mehta’s $1.3 billion fortune includes his 10% ownership of Instacart as well as a stake in his new company, Cloud Health Systems, which aims to address chronic illness. The health-tech startup, which Mehta leads as CEO, has raised $42 million from investors including Thrive Capital, Andreessen Horowitz and General Catalyst. It was valued at $200 million in a November 2022 financing round.” FORTUNE

 

Tech Giant Databricks Possibly Gearing Up for IPO

With a new $500 million funding round and $43B valuation, Databricks is watching the market

 

“Artificial intelligence and analytics firm Databricks announced Thursday it raised more than $500 million in a Series I funding round including a new strategic investor in AI leader Nvidia, as Databricks gears up for one of the most anticipated initial public offerings in years…Databricks, which uses machine learning to drive its cloud-based data storage and processing software, is “super excited” to expand its partnership with Nvidia and “double down even more on generative AI,” Databricks’ billionaire CEO Ali Ghodsi told Forbes in an interview….Databricks is “looking” at how the market embraces the most notable stretch of IPOs since 2021, but the company won’t be the “first movers,” waiting for the macro environment to get over the trepidation “hump” with elevated inflation and interest rates impacting growth.” FORBES

 

SEC Fines Lyft $10M Over Board Member’s Pre-IPO Share Sale

The company agreed to the penalty for the share sale, which occurred prior to the 2019 IPO

 

“The SEC fined Lyft $10 million for failing to disclose the role of one of its board members in the sale of around $424 million worth of private shares, prior to the firm's 2019 IPO…According to the complaint, the director arranged for an investor's sale of shares to a special purpose vehicle (SPV) with which the director was affiliated. The director, who left the board at the time of the transaction, received millions of dollars in compensation for ‘structuring and negotiating the deal,’ according to the SEC's complaint…Lyft had 14 members on its board at the time of its IPO, including eight non-employee directors. The company agreed to the penalty without admitting or denying the SEC's findings.” INVESTOPEDIA

 

From Boardspan this Week:

 

How Should Companies Evolve?

 

“There are a number of reasons (for companies to evolve), some good and some bad. I define growth as increase in the scope of activities and/or renewal of capabilities. One good reason for growth is to become more competitive. Maybe the core business is under threat or the firm has reached the limits of its natural market so it’s time to stretch. Dell, and many other firms in the PC industry, reached a point where they had to figure out what was next. Another good reason to grow would be that the company’s existing resources aren’t being used effectively. Perhaps that leads to developing an internal exploratory environment complemented by alliances-based activity that bring access to new technology and new people. Less rationally, when business leaders feel pressure from their investors to grow for growth’s sake, they may seek results at any cost, which can result in aggressive and often expensive acquisitions. The idea is that acquisition is going to be a convenient shortcut. In fact it’s not. We know that 70% of acquisitions fail. Post-purchase integration is a nightmare. Acquisition is very often the most disruptive, costly, and painful option.” YALE SCHOOL OF MANAGEMENT

 

NEW WEBINAR: AI and Governance: What Every Board Needs to Know

 

Wednesday, September 27, 2023

12pm ET

 

Boardspan is gearing up for our webinar on AI and governance, and it promises to be a great conversation. Join us to hear CEO Abby Adlerman in conversation with AI thought leader and board member Dr. Ayesha Khanna, about whom Focus Magazine says:

 

“Listen to this woman! The boss of one of the world’s most important artificial intelligence companies wants us to shape our own future.”

 

With one week to go, the webinar is filling up, but there’s still time to reserve your spot. Looking forward to seeing you there: Bring your questions!

Register for the Webinar

 

Across the Board

 

Rupert Murdoch is Retiring from Fox and Newscorp Boards 
Lachlan Murdoch will be the sole executive in charge of the media empire

 

“The elder Mr. Murdoch will become chairman emeritus of the two companies, the company said in a release. Mr. Murdoch, 92, had shown no intention to step down or even slow down — even after he named Lachlan as the heir to his business empire in 2019, when he sold his vast entertainment holdings to the Walt Disney Company. Even now, in his emeritus status, he will continue to offer counsel, Lachlan Murdoch said in a statement.” THE NEW YORK TIMES

 

Jann Wenner’s Rock Hall Reign Lasted Years. It Ended in 20 Minutes 
Inside the board’s swift decision to remove Wenner after controversial remarks

 

“For years, Jann Wenner ruled over the Rock & Roll Hall of Fame, viewing his chairmanship of its affiliated foundation as an extension of the cultural gatekeeping power he long wielded as the co-founder and editor of Rolling Stone magazine…That power came to a swift and brutal end on Saturday afternoon, as Wenner was ousted from the foundation’s board, one day after he was quoted at length in an interview in The New York Times making remarks that were widely criticized as racist and misogynistic…in a conference-call vote that took just 20 minutes, the motion passed with only two nay votes…Interviews with four people with direct knowledge of the board vote, who spoke anonymously because the panel’s deliberations are confidential, paint a picture of urgency and rage inside the institution.” THE NEW YORK TIMES

 

Number of Women on Boards is Still Growing, but Slowly 

Growth has declined from 3 percent to 1 percent in the last three years

“50/50 Women on Boards™ (50/50WOB), the leading non-profit education and advocacy campaign driving the movement toward gender balance and diversity on corporate boards, announced that as of June 30, 2023, women hold 29% of the Russell 3000 company board seats, an increase of only one percentage point from 28% in Q2 2022 and the smallest gain in over five years. However, corporations with gender-balanced boards or three or more women on their boards increased by three percentage points from the previous year to 55%. Using the data provided by Equilar, the 50/50 Women on Boards Gender Diversity Index™ reveals that boards exhibit greater diversity "When Women Lead" and hold the position of CEO, Board Chair or Nominating Committee Chair. When women hold all three positions, the percentage of women on those boards is 48%, nearing gender parity. Of the 27 companies in this category, 63% are gender balanced, compared to companies where women hold no leadership positions and have only 6% gender-balanced boards.” (Full report is here: https://5050wob.com/reports/) PR NEWSWIRE

 

Podcast: Inside Exxon’s Strategy to Downplay Climate Change

Despite external shift in 2006, internal documents show officials’ efforts to diminish concerns

 

“A lot of the credit for Exxon's shift on climate change (in 2006) went to the company's new CEO, Rex Tillerson. Some saw Tillerson as a moderating force for Exxon on the issue. But what (Wall Street Journal reporter) Chris (Matthews) found in the documents paints a more complicated picture…Behind the scenes Exxon continued to support research into studies on uncertainty in climate change and studies that were downplaying the severity of the risks of climate change. A subtle behind the scenes way of shaping the narrative…An internal email from later that year shows Exxon officials supporting a pro oil lobbying group and writing a paper about the uncertainty in measuring greenhouse gases. The documents also show that Tillerson disagreed with the findings of the IPCC, the top United Nations Panel on Climate Change. More than once, he directed Exxon scientists to try to influence the group. Tillerson declined to comment through a representative.” THE JOURNAL (PODCAST)

 

Planet Fitness Shares Sink After Board Ousts CEO 

Chris Rondeau’s sudden departure surprised both investors and employees 

 

“In a move that stunned investors and employees alike, Planet Fitness ousted company veteran Chris Rondeau from his post as CEO, the workout chain said Friday in a press release. The stock dropped 15% in the wake of the announcement, hitting a 52-week low. Planet Fitness said it is searching for its next chief both internally and externally. Craig Benson, the former governor of New Hampshire and a member of the company’s board, will serve as the interim CEO…Rondeau’s departure appears sudden, and it’s not clear what triggered the decision, especially after a stronger-than-expected second-quarter earnings report last month…Planet Fitness Chairman Stephen Spinelli Jr. said in a press release that the board ‘felt that now was the right time to transition leadership.’” CNBC

 

Toshiba Shareholders Vote to Take the Company Private 

The $13.5B deal marks the next chapter in the company’s tumultuous journey

 

“Toshiba said Thursday that a $13.5 billion tender offer to take the company private ended successfully, concluding a long period of turmoil over the future of the Japanese industrial conglomerate. Toshiba in March agreed to a takeover proposal made by a consortium led by Tokyo-based private-equity firm Japan Industrial Partners that valued the company at about 2 trillion yen, currently equivalent to $13.5 billion…Toshiba has gone through years of upheaval that started with an accounting scandal in 2015 and included the 2017 bankruptcy filing by its U.S. nuclear subsidiary, Westinghouse Electric.” THE WALL STREET JOURNAL

    Seat at the Table

    • Roblox welcomes to its board Jason Kilar, former CEO of Warner Media, LLC

    • Snap Inc. adds to its board Patrick Spence, CEO of Sonos

    • Pinterest appoints to its board Scott Schenkel, former CFO and interim CEO of eBay

    • Conagra Brands elects to its board Francisco Fraga, SVP and CIO, U.S. Pharmaceutical, at McKesson

    • Philip Morris International appoints to its board Victoria Harker, EVP and CFO of TEGNA, Inc.

    • Kimberly Clark appoints to its board Deeptha Khanna, Executive Vice President and Chief Business Leader, Personal Health, at Royal Philips

    • Loews Corporation elects to its board Jonathan Locker, President of Tiger Management

    • Dick’s Sporting Goods welcomes to its board Bob Eddy, Chairman and CEO of BJ’s Wholesale Club

    • Lululemon adds to its board Shane Grant, Group Deputy CEO and CEO Americas at Danone

    • Steel Dynamics welcomes to its board Jennifer L. Hamann, EVP and CFO of Union Pacific

    • NMI Holdings appoints to its board John Erickson, former Vice Chair and Chief Corporate Banking Officer at Union Bank

    • Cabot Corporation adds to its board Michelle Williams, Ph.D., former Global Group President of Altuglas International

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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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