11/7/24 – Issue 9.42 – Your weekly news on all things board. 

The responsibility of boards in guiding companies through change is challenging and they must ensure that the appropriate directors are at the table. In this week’s news: board members consider prioritizing agile decision-making to help their companies adapt quickly to potential regulatory changes and economic shifts after the election, the completion of Paramount Global’s $8 billion merger with Skydance Media, and Elliott’s activism at Southwest, illustrate the complexity of board composition and its impact, and thought leaders discuss how directors, whether individually or as a board, can often be a leading cause of organizational failures. In each instance, boards take on the responsibility of guiding companies to adapt and succeed while also addressing the challenges associated with board service.

In the Spotlight

Directors Brace for Election Aftershock and Economic Headwinds

Directors already had a heightened sense for risk before adding the election into the equation

“According to our October 2024 Pulse Survey, 76% of directors say the US regulatory environment poses a moderate or serious risk… 81% agree or strongly agree there will be more regulation. Directors also have concerns about the health of the economy, and two thirds (66%) say there will be a recession in the next six months.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

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

Shari Redstone to Exit Paramount Board After Skydance Merger
David Ellison will serve as chief executive officer and board chairman of New Paramount

“Paramount Global non-executive chair Shari Redstone is set to exit the media giant’s board of directors following completion of the media giant’s $8 billion merger with Skydance Media… the new Paramount board will consist of up to 13 members who will be designated by Skydance prior to the deal’s closing. Redstone and her son Tyler Korff have the option of joining the board if requested prior to the closing, per the filing, but don’t plan to.” THE WRAP

Southwest Names Aviation Veteran Gangwal as Board Chair
As part of the deal, the airline is set to add five Elliott nominees to its board, making it the most seats the hedge fund has ever got in a settlement with a U.S. company

“Southwest Airlines on Monday named aviation industry veteran Rakesh Gangwal as the independent chair to its board, days after the budget carrier settled its feud with activist investor Elliott. The airline brought in the co-founder of India's largest carrier Indigo in July despite criticism from Elliott Investment Management at the time.” REUTERS

An Ethical Organization Starts with an Ethical Board

Codes of conduct are meaningless if directors' actions do not reflect the words

“'The fish rots from the head.’ It's an excellent metaphor for a failure of behavioral governance, while also describing how directors, separately or as a board, can often be the leading cause of organizational failures… Because what really determines governance performance is not codes or regulations, but the behaviors of directors and boards.” DIRECTORS & BOARDS

Seat at the Table

• Financial technology firm FIS welcomes to its board Kourtney Gibson, CEO of Retirement Solutions at TIAA

• ScottsMiracle-Gro appoints to its board Rob Candelino, former CEO of Unilever Thailand

• Agricultural supply chain manager ADM elects to its board David McAtee, Senior Executive Vice President and General Counsel of AT&T

• Heron Therapeutics announces to its board Michael Kaseta, CFO and Chief Operating Officer of biopharmaceutical firm Liquidia Corporation

• Deere & Company elects to its board Preston Feight, CEO of truck manufacturer PACCAR

• Natural Gas Services Group adds to its board Jean Holley, former Chief Information Officer at transportation firm Brambles Unlimited

• Industrial technology firm Enpro welcomes to its board Allison Aden, EVP and CFO of factory home builder Cavaco Industries

• MKS Instruments announces to its board Wissam Jabre, EVP and CFO of Western Digital Corporation

• JLL Income Property Trust appoints to its board Lisa Kaufman, Head of LaSalle Global Solutions at LaSalle Investment Management

• CCC Intelligent Solutions Holdings elects to its board Neil de Crescenzo, former CEO of Optum Insight

• SolarEdge adds to its board Guy Gecht, former CEO of Electronics for Imaging

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.