11/14/24 – Issue 9.43 – Your weekly news on all things board. 

This week’s newsletter explores the challenges and opportunities in board governance. Disney’s search for a successor to CEO Bob Iger exemplifies a shift toward engaging leaders with external perspectives, underscoring the importance of the right mix of skills, experience, and diversity of thought. As Disney looks beyond traditional candidates, prospects with backgrounds in innovative sectors, such as gaming, bring fresh insights that can help shape the entertainment giant’s future. Recent actions by new Southwest Airlines board member Rakesh Gangwal highlight the courage and commitment essential in moments of crisis. Both stories reinforce the belief that effective governance often relies on leadership willing to take decisive action—such examples emphasize the need for directors ready to speak up, assess situations critically, and act with wisdom. As boards navigate changing regulations and rising expectations, they are encouraged to assess their effectiveness and engage in thoughtful partnerships that enhance board performance. Prioritizing an optimal board composition—with a focus on fresh perspectives and engagement—will enable boards to adapt to complex challenges and enhance their role in achieving long-term shareholder value.

In the Spotlight

Disney Explores Wider Field of Candidates to Succeed Iger

Disney board members are considering outsiders including the CEO of videogame company Electronic Arts

“Disney is exploring fresh candidates in its search for a successor to Bob Iger, including some from outside its castle walls, as the board and its newly named chairman move to bring order to a closely watched succession process… The developments are a sign that incoming board chairman and former Morgan Stanley CEO James Gorman, who starts his new role on Disney’s board in January, wants to explore a range of candidates, and that the stable of contenders may broaden.” WALL STREET JOURNAL

From Boardspan this Week:

What's on the minds of Nominating & Governance Chairs?

From crisis preparedness to AI expertise to board succession planning, the NGC is covering a lot of ground. Learn what we're hearing from high-performing boards and get actionable tips to prepare your board for the future.

Across the Board

How One Southwest Director Showed Courage and Commitment
Part of the responsibility of directors is to have the courage to act and speak up when the company is facing critical moments

“By making such a significant stock purchase so soon after joining a company that was adding seven new board members, Gangwal was indicating that he is confident that the new group can make strategic changes that will help the company improve profitability in the near future… In addition to making the stock purchase, Gangwal also made a public appeal to Elliott Investment Management (the shareholder that pushed for the strategic and leadership changes that led to his appointment) to end calls for additional changes to the management team for now.” CORPORATE BOARD MEMBER

Board Composition: Building Your Dream Team
Boards today are feeling pressure to make refreshment a priority

“Board effectiveness begins with and depends on who’s in the boardroom… The board’s composition changes as directors retire or leave for other reasons, and board members should have a robust succession planning process to identify the right individual to fill an open seat. Too often, the replacement of a director is done in an ad hoc manner without making a thoughtful and comprehensive review of what the board needs.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

How Directors Can Help Their Companies Prevent Layoffs

Board members can support management in establishing a company-wide culture of cost containment

“At the board level, members don't typically involve themselves in an organization's day-to-day decision-making, provided they have confidence in their executive team. That said, when it comes to company strategy, directors can certainly weigh in if they view their organization as being too fast to implement layoffs… The perspective and wisdom of board members can be pivotal in helping CEOs and CFOs drive profitability and long-term value again while maintaining workforce stability.” DIRECTORS & BOARDS

Corporate Board Service Just Became a Whole Lot Busier

As the incoming administration rolls out its policies, corporate boards are poised to face heightened expectations, necessitating more time and effort in their governance roles

“The business impact of policies likely to be pursued by the incoming administration may require increased time and effort from corporate boards… Most board agendas are already chock-full with responsibilities arising from the economic, competitive and regulatory issues of the day. But as is often the case with presidential transitions, significant new policy initiatives and shifts are likely to demand the attention of corporate leadership, for their potential effect on the company.” FORBES

Seat at the Table

• NVIDIA names to its board Ellen Ochoa, former Director of NASA’s Johnson Space Center

• AIG elects to its board Courtney Leimkuhler, former CFO at insurance broker Marsh

• Telephone and Data Systems adds to its board Napoleon Rutledge Jr., SVP and Chief Accounting Officer of McKesson Corporation

• Film processing firm Intevac announces to its board Ryan Vardeman, Principal and Co-Founder of Palogic Value Fund

• Power solutions firm Qorvo welcomes to its board Alan Lowe, President and CEO of Lumentum Holdings

• Cybersecurity firm Fortinet appoints to its board Janet Napolitano, former Secretary of Homeland Security

• Elanco Animal Health elects to its board Dr. Stacey Ma, EVP of Pharmaceutical Development and Manufacturing at Gilead Sciences

• Homebuilder Taylor Morrison adds to its board Fletcher Previn, Chief Information Officer at Cisco

• Energy transition firm LSB Industries welcomes to its board John Chandler, former CFO of petroleum firm The Williams Companies

• State Street announces to its board Patricia Halliday, former Chief Risk Officer at Santander

• Oncology testing firm NeoGenomics elects to its board Felicia Williams, former interim CFO of Macy’s

About Boardspan
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.