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1/12/23 – Issue 8.00 – Your weekly news on all things board. 

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Strong CEOs and founders can be visionaries and effective leaders.  But we’ve seen some of the effects of key-person risk play out in business headlines over the past week. At Tesla, shareholders are demanding to see a succession plan as CEO Elon Musk continues to split time between two companies. WWE founder Vince McMahon is back in the boardroom, though only weeks ago the board was investigating legal claims against him for sexual harassment. And in China, billionaire Jack Ma is ceding control of Ant Group, Co. after longtime concerns over his dominance in the organization. These are all extreme cases, but many boards work hard to achieve balance in their relationship with the CEO. The keys to success? Trust, two-way communication, alignment on the mission and vision of the company, and a commitment to strong culture and oversight by the board are all important to maintaining balance in the boardroom universe.   

 

In other news, McDonald’s Ex-CEO pays up in response to an SEC lawsuit; Bed, Bath, and Beyond faces bankruptcy; Rite Aid’s CEO resigns; an activist investor challenges Disney; and Business Roundtable announces its 2023 Board of Directors.

 

In the Spotlight

 

Vince McMahon Faces Investor Litigation as He Returns to WWE Amid Sale Rumors 

After retiring last summer over scandal, Vince McMahon returns to the board of WWE as rumors circulate about a sale and immediately faces shareholder scrutiny. McMahon’s daughter, Stephanie McMahon also resigned as co-CEO upon his return. 

 

"A shareholder sued McMahon in Delaware’s Chancery Court, accusing him of wielding his 81% voting control to oust three board members, replace them with loyalists, and push through bylaw changes that would “impose his will on the board and WWE.” 

 

“Stephanie McMahon was also chairwoman of the publicly traded company before her father's return Friday. She shared co-CEO duties alongside Nick Khan, who is now the sole CEO of WWE.” ESPN

 

Investors to the Tesla Board: Show Us a Succession Plan 
“Tesla’s board of directors is facing mounting pressure to prove just how prepared it is for the potential loss of Elon Musk, the erratic chief executive largely behind the breakneck rise and dramatic fall in the company’s valuation…submitted a resolution for Tesla investors to vote in May on whether the board should prepare and maintain a key-person risk report. Several other shareholders… are frustrated with how the company disclosed plans to hold its annual meeting months earlier than in recent years, sparing the directors from even more heat.” LOS ANGELES TIMES

Jack Ma Steps Back from Ant Group

“Billionaire Jack Ma is ceding control of Ant Group Co., capping a tumultuous period for the Chinese fintech giant… The changes are being made to reduce Ant’s reliance on the flamboyant Chinese billionaire, who co-founded Alibaba Group Holding and helped create Ant… Mr. Ma doesn’t hold an executive role at Ant or sit on its board, but is a larger-than-life figure at the company. He has controlled Ant via an entity in which he holds the dominant position. The agreements that allowed Mr. Ma’s dominance will be terminated.” THE WALL STREET JOURNAL

From Boardspan this Week:

 

Navigating Disruptive Risk

Unplanned leadership changes, market volatility and the totally unexpected all showed up in 2022. Disruptive risk will likely show up again in 2023. In this article from the Boardspan Library, KPMG talks about anticipating  disruptive risk as your board plans for the future. 

 

"Envisioning a company’s future is hard and imprecise work. But it’s increasingly clear that dedicating time to think about the future is vital to navigating the disruptive risks that are shaking up industries and upending business models… One of the important insights we heard was an articulation of the key challenge that these disruptive risks pose for boards today: obtaining a view or picture of the future and how that future may impact the company’s strategy. What will the business or industry look like one, three, five, or more years from now?” KPMG via BOARDSPAN 

 

Across the Board

 

McDonald’s Ex-CEO Fined by the SEC for Misrepresenting His Firing 

Former McDonald’s CEO Steve Easterbrook will pay $400,000 for saying that his firing was without cause, which enabled him to walk away from the company with a multimillion-dollar compensation package.  

 

“The Securities and Exchange Commission sued former McDonald’s CEO Steve Easterbrook, charging him with lying to investors about the circumstances of his 2019 firing after the company discovered he had an inappropriate personal relationship with a subordinate… …‘By allegedly concealing the extent of his misconduct during the company’s internal investigation, Easterbrook broke [trust] with — and ultimately misled — shareholders.’” THE WASHINGTON POST

 

Bed Bath and Beyond is Going Bankrupt

After a rough holiday retail season and a stock price tumble,  the home goods retailer warned it may declare bankruptcy. Current CEO Sue Gove is focused on rebuilding and turning around the brand.

 

“The retailer, citing worse-than-expected sales, issued a “going concern” warning that in the upcoming months it likely will not have the cash to cover expenses, such as lease agreements or payments to suppliers. Bed Bath said it is exploring financial options, such as restructuring, seeking additional capital or selling assets, in addition to a potential bankruptcy… Bed Bath has been through an especially tumultuous stretch, with the departure of its CEO and other top executives, company wide layoffs, store closures and an overhaul of its merchandise strategy.” CNBC

 

Rite Aid CEO Resigns

Heyward Donigan, President and CEO of Rite Aid through its mid-pandemic rebranding and workforce shift, has stepped down.  Rite Aid has named board member Elizabeth Burr as  interim CEO. 


“Rite Aid Corp. on Monday said that President and Chief Executive Heyward Donigan has left the drugstore chain… The company tapped board member Elizabeth Burr as an interim CEO as it conducts a search for a new leader… Ms. Donigan was named Rite Aid CEO in 2019, leading the company through the Covid-19 pandemic that put pharmacy chains on the front lines of testing and later, vaccinations. But the company has been posting wider losses over the past year as the pandemic abated and revenue plunged.” THE WALL STREET JOURNAL

 

Proxy Fight for a Seat on Disney's Board

“Activist investor Nelson Peltz plans to mount a proxy fight for a seat on Walt Disney Co.’s board, adding to the challenges Robert Iger faces after he recently returned to the role of chief executive at the beleaguered entertainment giant...Disney revealed the activist’s intentions Wednesday afternoon in a statement that said that it is opposed to having him join the board. It also said that current director Mark Parker would become chairman, succeeding Susan Arnold."  WALL STREET JOURNAL

 

Business Roundtable Announces 2023 Board of Directors

Business Roundtable has names its 2023 Board of Directors, and it's quite a list!

 

“Business Roundtable today announced the organization’s Board of Directors and policy committee leadership for 2023.” BUSINESS ROUNDTABLE

 

    Seat at the Table 

    • Beauty company Coty appoints to its board Lubomira Rochet, Partner at investment conglomerate JAB Holding Company

    • Lifecycle tech company Benchmark Electronics welcomes to its board Douglas Britt, President and CEO of thermal management company Boyd Corporation

    • Motion solutions manufacturer Columbus McKinnon elects to its board Rebecca Yeung, Corporate VP of Operations Science & Advanced Technology for the FedEx Corporation

    • Jewelry company Pandora adds to its board Liliam Fossum Biner, former CFO of Swedish industrial group Axel Johnson AB

    • Global payments company Flywire welcomes to its board Diane Offereins, EVP and President of Payment Services at Discover Financial

    • Biomarker detection company Quanterix appoints to its board Brian Blaser, Senior Advisor at consulting company McKinsey

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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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