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3/30/23 – Issue 8.11 – Your weekly news on all things board. 

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More bank moves this week: The chairman of Credit Suisse’s largest investor has resigned after his comments caused significant panic at the financial institution. And First Citizens steps up to buy Silicon Valley Bank.

 

In addition, former CEOs are boomeranging back, including former UBS head Sergio Ermotti returning to oversee the integration of Credit Suisse.

 

In other news: Elliott Management backs off on its bid to gain board seats at Salesforce; Disney lays off Marvel Entertainment Chair Ike Perlmutter; And how do you go from being a good board director to a great one? 

 

In the Spotlight

 

Chairman of Credit Suisse’s Largest Investor Resigns 

Ammar al-Khudairy of Saudi National Bank is leaving for personal reasons two weeks after controversial comments

 

“The chairman of Credit Suisse Group AG’s largest shareholder has resigned less than two weeks after his comments set off a panic with the European lender’s shareholders that eventually led the Swiss government to engineer a takeover by rival UBS Group AG…Mr. Khudairy told Bloomberg TV that his bank would “absolutely not” be willing to assist if Credit Suisse needed more capital, sending the Swiss bank’s shares to record lows.” THE WALL STREET JOURNAL

 

Silicon Valley Bank has a Buyer
Raleigh-based First Citizens will acquire most of the failed bank’s assets.

 

“All 17 of the former SVB branches will open…under the First Citizens banner, the FDIC said, and depositor accounts will automatically migrate to First Citizens. First Citizens’ chairman and chief executive, Frank B. Holding Jr., said in a statement that the bank is ‘looking forward to building relationships' with its new customers and affirmed its 'commitment to support the integrity of our nation’s banking system.’” THE WASHINGTON POST

 

Sergio Ermotti joins the “Boomerang CEO’s Club” 
From 2010 through 2022, 22 CEOs have left their posts only to return later.

 

“Swiss bank UBS said Mr. Ermotti would return as CEO to oversee the integration of Credit Suisse. Mr. Ermotti led the bank for nearly a decade until 2020. During his first tenure, he cut thousands of jobs and shut down much of UBS’s investment-banking operations, and is credited with restoring the bank to health after a government bailout in 2008. Mr. Ermotti is returning to UBS under extraordinary circumstances. UBS agreed to take over Credit Suisse earlier this month for $3.2 billion in an acquisition that was pushed by Swiss regulators to avert further damage to the banking system. In announcing the decision to replace current CEO Ralph Hamers, UBS Chairman Colm Kelleher said, ‘We felt we had a better horse.’”  THE WALL STREET JOURNAL

 

Another Boomerang Coming? 
Carl Icahn Wants to Bring Back Illumina’s former CEO, Jay Flatley.

 

“'They should bring Flatley back as CEO immediately,' Mr. Icahn said in an interview, without specifying whether he has been in contact with the former CEO about the idea. 'He obviously knows the company and did a good job with it.’...Since Mr. Icahn launched his proxy battle, Mr. Flatley has stayed quiet in public. But he told the Financial Times in January that the company had overpaid for Grail, and that, 'if nothing happens on this in the next year, I think the grumbling will probably get louder…Francis (DeSouza, Illumina’s current CEO) is at the point of that spear.'” THE WALL STREET JOURNAL

 

From Boardspan this Week:

 

The 3 Essential Things Your Board Must Get Right

Check out how your directors can effectively utilize strategy, performance and governance in the boardroom. 

 

"Today’s boards operate amid the pressures of ever-increasing business complexity, technological disruptions, fluid regulatory environments, shareholder activism, cybersecurity threats, and more. Through these choppy seas, a board is charged with keeping the ship pointed toward success in both the short and long term, while scouting risks and opportunities, steering the organization to respond appropriately. It’s a lot to navigate, and yet—that’s the job, mates!” BOARDSPAN

 

Across the Board

 

Ike Perlmutter Laid Off from Disney

Perlmutter, Chair of Marvel Entertainment, agitated for changes to the board.

 

"Disney confirmed the move. Mr. Perlmutter, 80, was told by phone on Wednesday that Marvel Entertainment, a small division centered on consumer products and run separately from Marvel Studios, was redundant and would be folded into larger Disney business units, according to two Disney executives briefed on the matter, who spoke on the condition of anonymity to discuss a sensitive personnel matter…Mr. Perlmutter contacted Disney board members and senior Disney executives six times from August to November to push for (Nelson) Peltz to join the board, according to a securities filing. When he was rebuffed, Mr. Peltz started a proxy battle to put himself on the board, saying he would cut costs, revamp Disney’s streaming business and clean up the company’s messy succession planning.” THE NEW YORK TIMES

 

Elliot Retreats from Salesforce Director Bid

Advocate investor Elliot Management was left “deeply impressed” by Salesforce's higher than expected recent performance. 

 

“Elliott Management has scrapped plans to nominate directors to the board of Salesforce after the software group delivered a better than expected earnings report in March and promised to focus on profits. In a joint statement released on Monday, Elliott said it would not nominate rival directors to the Salesforce board at its upcoming annual meeting since it had put a ‘clear focus on value creation’.” FINANCIAL TIMES

 

Macy’s CEO to Retire

Jeff Gennette leaves the helm of Macy’s and gives advice to future leaders: Know your customer and keep it simple.

 

“Jeff Gennette, chief executive of Macy’s Inc., one of the world’s biggest department-store chains, is retiring next year after steering it through several crises and handing the reins to one of his lieutenants.” THE WALL STREET JOURNAL

 

Former Aetna CEO takes the helm at Oscar Health

Mark Bertolini joins as part of health insurer’s push turn a profit in 2024

 

“Bertolini, who sold Aetna to CVS Health Corp in 2018 for $69 billion, will replace Mario Schlosser as the CEO of Oscar Health next month. Alphabet Inc-backed Oscar Health also runs a telehealth platform to help patients schedule physician visits, check lab results, make emergency virtual appointments and refill prescriptions through its mobile app and online platform.” REUTERS

 

McDonald's Sees Two Longtime Directors Retire

After 20 years of board service, Robert Eckert and John Rogers announce their retirement.

 

“Robert Eckert and John Rogers, who each joined the McDonald’s board of directors on the same day in 2003, are stepping down at the same time in 2023. The fast-food burger giant on Wednesday said that Eckert and Rogers are retiring from the board of directors as of the 2023 annual shareholders meeting. The company said their departures 'are consistent with the board’s commitment to ongoing refreshment that maintains an appropriate balance of continuity and institutional knowledge with fresh perspectives among directors.'” RESTAURANT BUSINESS

 

How Effective Board Leaders Move from Good to Great

Check out these three key performance indicators that take a board leader from good to great in the boardroom.

 

“Effective board leaders relentlessly focus board goals and processes to achieve corporate goals for the benefit of both stockholders and stakeholders. But what elevates a lead director from good to great are three key performance indicators (KPIs), namely the ability to lead, remain relevant, and foster the curiosity of all directors.” NASDAQ

 

Governance During a Period of Uncertainty

Internal and external audiences are impacted differently during times of uncertainty. This will change the scope of director work.

 

"Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank and any financial institution faced with a similar crisis. Companies may face both liquidity and solvency challenges, and the resulting constraints may lead to difficult decisions, including prioritizing the uses of limited cash. Board oversight of resulting decision-making will be implicated in many cases...Boards and officers should coordinate with inside counsel and outside counsel as needed to assure compliance with applicable laws, including those concerning director and officer duties.” MONDAQ

 

Understanding the Nuances of a Board Seat

Do you want to serve on a public or private board? It helps to know the difference.

 

"Compliance professionals can fill in critical expertise gaps on corporate boards and also benefit from the experience. A board seat offers an opportunity to expand your network, find fulfilling ways to share your knowledge and advice, pick up fresh ideas from another company that you can apply to your own and expand your options for the later stages of your career.” CORPORATE COMPLIANCE INSIGHTS

    Seat at the Table

    • Nonprofit media and education group Sesame Workshop elects to its board of trustees Gaby Sulzberger, Senior Advisor at private equity firm Centerbridge Partners

    • Envestnet appoints to its board of directors Barbara Turner, former CEO of Ohio National Finance Services; Lauren Wolfe, Co-Founder and Managing Partner of Impactive Capital; and Wendy Lane, Board Director at Verisk Analytical

    • Brighthouse Financial welcomes to its board Philip Bancroft, former CFO and Executive Vice President at property and casualty insurance firm Chubb

    • Digital marketplace bank LendingClub appoints to its board Stephen Cutler, former Global Head of Government and Internal Investigation at law firm Simpson Thacher & Bartlett

    • Macy’s welcomes to its board Naveen Chopra, Executive Vice President and CFO of Paramount Global

    • The Wendy’s Company elects to its board Michelle Caruso-Cabrera, CEO of media content company MCC Productions

    • Apartment investment and management firm Aimco adds to its board Sherry Rexroad, former CFO of REIT investment firm STORE Capital

    • Customer Engagement Platform Twilio welcomes to its board Charlie Bell, Executive Vice President of Security, Compliance Identity and Management at Microsoft

    • Biopharmaceutical company Altimmune elects to its board Dr. Catherine Sohm, former Senior Vice President or Worldwide Business Development and Strategic Alliances at GlaxoSmithKline

    • Hormel Foods appoints to its board Ray Young, former Vice Chairman and CFO of food processing company Archer-Daniels-Midland; and Mike Zechmeister, CFO of transport company C.H. Robinson Worldwide

    • Professional services firm Marsh McLennan adds to its board Judith Hartmann, former Deputy CEO and CFO of international energy company ENGINE; and Ray Young, former Vice Chairman and CFO of food processing company Archer-Daniels-Midland

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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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