Where will JetBlue Go From Here?
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2/22/24 – Issue 8.55 – Your weekly news on all things board. 

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Carl Icahn turned 88 this week, but that wasn’t his only notable activity. His firm secured four seats on two different boards: JetBlue and American Electric Power. Icahn’s activism is the latest chapter in JetBlue’s turbulent last few months, which saw CEO Robin Hayes resign and the company’s merger plans with Spirit Airlines collapse. As JetBlue continues to find its way, it’s no surprise that activists have taken notice. Many will remember that one of Icahn’s most infamous activist campaigns was taking TWA private in the 1980s. With a new CEO dedicated to “aggressive action” to make JetBlue profitable again and Icahn’s 10 percent stake in the company, where JetBlue goes from here should be interesting to watch.

 

In other news, big firms pull back further on ESG; does NVidia’s success signify an AI tipping point?; Arkhouse swings and misses for a majority seat at Macy’s; and a look at the S&P 500’s CEO compensation trends.

 

In the Spotlight

 

Activist Investor Carl Icahn Secures JetBlue Board Seats

Appointment comes on the heels of new CEO Joanna Geraghty taking the helm  

 

“JetBlue Airways has agreed to appoint two members from activist investor Carl Icahn's firm to its board, avoiding a proxy fight. The 88-year-old Icahn, who goes after undervalued companies, has not spelled out the strategy he wants JetBlue to embrace. On Monday he disclosed a stake of about 10% in the airline, one of his first big moves of 2024. Jesse Lynn, general counsel of Icahn Enterprises, and Steven Miller, portfolio manager of Icahn Capital, will join its board, JetBlue said on Friday…The company not only faces a challenge to plot its path forward after a U.S. federal judge blocked its planned $3.8 billion acquisition of ultra-low-cost carrier Spirit Airlines, but is also grappling with higher operating costs and uneven travel demand.” REUTERS

 

Banner Week for Billionaire Investor Carl Icahn

Four board seats at two companies announced just days apart 

“The corporate raider Carl Icahn might be on a new streak as of today, his 88th birthday. JetBlue Airways announced on Friday that it had struck a deal to grant seats on the company’s board of directors to two representatives from Icahn’s companies. The lightning-fast JetBlue settlement came just days after utility company American Electric Power said it had reached an agreement with Icahn to seat two of his representatives on the board…At JetBlue, Icahn disclosed his 9.9% ownership stake on Monday, the same day that new CEO Joanna Geraghty took over the job. It was also the same day that AEP announced its own deal with Icahn. His stakes in the two companies—and the wins—marked a public return to his well-worn activist-investing background after he weathered criticism from short-seller Hindenburg Research last year and pledged to investors that he would stick to what he does best: agitating for change on a board or in the CEO role and unlocking value for shareholders.” FORTUNE

 

From Boardspan this Week:

 

NEW WEBINAR: Board Succession Planning: Define Your Board’s Future

 

One of the biggest contributing factors to a board’s strategic impact is who sits around the table. Board Succession Planning is essential to ensuring that you have the right people in the right seats and that you are aligning your board to the strategic vision and goals of the company and the constantly evolving market landscape. And – it means you may never have to do a rushed board search again. Join Boardspan Founder and CEO Abby Adlerman and Jamie Gorelick, Lead Independent Director at Amazon and member of the Corporate Nominating & Governance Committee at Verisign, as they talk about how to successfully define the future of your board.

Register for the Webinar

 

Across the Board

 

More Wall Street Firms are Flip-Flopping on Climate. Here’s Why.

A turning tide accelerated quickly this week

 

“Wall Street’s retreat from earlier environmental pledges has been on a slow, steady glide path for months, particularly as Republicans began withering political attacks, saying the investment firms were engaging in “woke capitalism.” But in the past few weeks, things accelerated significantly. BlackRock, the world’s largest asset manager, scaled back its involvement in the group. Bank of America reneged on a commitment to stop financing new coal mines, coal-burning power plants and Arctic drilling projects. And Republican politicians, sensing momentum, called on other firms to follow suit…The reasons behind the burst of activity reveal how difficult it is proving to be for the business world to make good on its promises to become more environmentally responsible. While many companies say they are committed to combating climate change, the devil is in the details.” THE NEW YORK TIMES

 

Distilling ESG Drivers of Enterprise Value
Boards influence how much enterprise value creation comes from non-financial resources

 

“The traditional view in the finance and accounting professions and among some corporate boards, is that only explicit drivers recorded in financial statements are crucial for shareholder value creation. However, this outdated perspective overlooks the significance of non-financial resources, such as human, social, and natural capital. These sources of capital are key inputs of sustainability impacts, but are not classified as assets in conventional accounting, despite their dramatic impact on enterprise value creation. Indeed, this understanding — and the apparent devaluing of these intangible assets — has been acknowledged by the Financial Accounting Standards Board (FASB) for many years.” REUTERS

 

How to Hold Inclusive Board Meetings

It takes skill and thoughtfulness to make the most of a diverse experience at a board table

 

“In our interviews, we found that leaders who succeeded in the hard work of changing their boardroom culture and growing engagement for all members started with honest conversations, with each board member and senior staff, about why inclusion matters and how it reflects the organization’s values. They talked about what could get in the way of creating a shared commitment and how to overcome those barriers and work through dissention as counter-insights arose from diverse experience.” STANFORD SOCIAL INNOVATION REVIEW

 

Arkhouse Seeks Majority on Macy’s Board After Rejected Bid
Macy’s says Arkhouse and Brigade have yet to provide key financing details

 

“Macy’s Inc. said it received nine nominations to its board from Arkhouse Management Co., the activist investor leading an effort to acquire the department-store company. Macy’s said it would consider the directors but noted that it had previously rejected a $5.8 billion offer from Arkhouse and Brigade Capital Management. The retailer said Arkhouse and Brigade ‘have yet to provide any financing details that would enhance the actionability of their proposal despite multiple opportunities to do so.’” BLOOMBERG

 

NVidia Projects Continued Growth with AI “Tipping Point”

Profits increased ninefold in the fourth quarter of 2023

“The Silicon Valley chip maker has been on an extraordinary rise over the past 18 months, driven by demand for its specialized and costly semiconductors, which are used for training popular A.I. services like OpenAI’s ChatGPT chatbot. Nvidia has become known as one of the “Magnificent Seven” tech stocks, which, including others like Amazon, Apple and Microsoft, have helped power the stock market. Nvidia’s valuation has surged more than 40 percent to $1.7 trillion since the start of the year, turning it into one of the world’s most valuable public companies.” THE NEW YORK TIMES

 

Capital One-Discover Card Merger to Challenge Visa, Mastercard

$35B deal could have a profound effect on consumers

 

“For decades, Capital One Financial Corp. Chief Executive Officer Richard Fairbank watched as Discover Financial Services built one of the most coveted assets in the world of finance—a global payment network facilitating tens of millions of credit card transactions each day. On Feb. 19 he announced plans to buy it…A successful merger would be the culmination of a growth strategy hatched by Fairbank when he helped found Capital One in the late 1980s to offer credit cards to consumers overlooked by the industry. Since then, he’s steadily transformed the company into a full-fledged bank providing services such as auto loans and savings accounts to more than 100 million customers.” BLOOMBERG BUSINESSWEEK

 

S&P 500 CEO Compensation Increase Trends 

Performance-based shares will likely continue in 2024

 

“In 2022, most CEOs navigated an economic slowdown compared to the strong year of 2021. Median S&P 500 CEO actual TDC remained flat driven by lower actual bonus incentive payments offsetting the increase in salary and long-term incentive (LTI) awards. Compared to the previous year, 2022 median and actual bonus incentive payments decreased -15%, while base salary and actual LTI increased +4% and +9%, respectively…However, 2023 financial performance has recovered, and unemployment rate continues to be low, though several high growth industries like technology and life sciences experienced substantial layoffs in 2023. Although inflation has subsided since the 2022 peak of ~9%, there are continued supply chain issues, geopolitical influences, layoffs, and business uncertainty into 2024.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

    Seat at the Table

    • The New York Times Company announced to its board Margot Tishler, Chair of the Ochs-Sulzberger Trust

    • eBay elects to its board Zane Rowe, CFO of software firm Workday

    • Whirlpool Corporation adds to its board Richard Kramer, former Chairman, President and CEO of The Goodyear Tire & Rubber Company

    • Fiserv welcomes to its board Lance Fritz, former Chairman, President and CEO of Union Pacific Corporation

    • Regions Financial Corp appoints to its board Bill Rhodes, President and CEO of AutoZone

    • Nordson Corporation elects to its board Annette Clayton, former President and CEO of Schneider Electric North America

    • Energy supply firm Nikola welcomes to its board Carla Tully, Co-Founder and former CEO of Earthrise Energy

    • Motorola Solutions adds to its board Nicole Anasenes, CFO and Senior Vice President of Finance for engineering simulation firm ANSYS

    • Citizens FInancial Group appoints to its board Tracy Atkinson, former Executive Vice President of State Street Corporation

    • Assured Guaranty elects to its board Mark Batten, former Partner at PricewaterhouseCoopers

    • Commercial Metals Company adds to its board Dennis Arriola, former CEO of Avangrid

    • Eterna Therapeutics welcomes to its board Peter Cicala, former Chief Patent Counsel of pharmaceutical firm Celgene

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