Board Recruitment: April 2024

A Message from the CEO of BoardProspects

Welcome to the April 2024 issue of Board Recruitment – a monthly e-publication of BoardProspects! In this issue we take a look at the results from the recent Global Board Governance Survey we conducted at BoardProspects along with Protiviti and Broadridge. We polled more than 1,000 board members and c-suite executives to gather their opinions on various corporate governance matters. The survey finds several interesting, but also concerning, areas where board members and c-suite executives align and diverge.

In this issue you will also see all of the corporate board appointments and resignations from March, as well as:

• an article from Sidley Austin on the Delaware Chancery Court’s ruling in Texas Pacific Land Court which affirms that companies can enforce voting agreements of activist stockholders; and

• A report from Compensation Advisory Partners on how to structure annual incentive plans to ensure alignment between payouts and performance.

Please enjoy this complimentary issue of Board Recruitment!

Mark Rogers Founder and CEO BoardProspects

Voting Commitments Matter and Will Be Enforced: Delaware Supreme Court Affirms Chancery Decision Holding Activist Stockholders to Their Bargain

By Robin E. Wechkin

When companies settle proxy contests with activist stockholders, the activists generally give up stockholder-level influence in exchange for board-level influence. In a typical agreement in this setting, activists gain board seats in exchange for a commitment to vote their shares with the board’s recommendation on proposals put to stockholders. Activists also agree to standstill periods in which they refrain from taking actions opposed to the board, and from increasing their holdings above a specified cap.

Although such agreements have been used to resolve hundreds of proxy contests, the Court of Chancery had not considered one until Texas Pacific Land Corp. v. Horizon Kinetics LLC. In a December 1, 2023 post-trial decision, Vice Chancellor Laster enforced a voting commitment against two activist stockholders that together held 22% of the company’s common stock, and held that a contested stockholder vote consequently passed. 2023 WL 8297050. On February 26, 2024, after an expedited appeal, the Delaware Supreme Court affirmed. Horizon

Background and Holdings

Kinetics LLC v. Texas Pacific Land Corp., No. 478, 2023 (Del. 2024).

Texas Pacific has an unusual history. Its predecessor, Texas Pacific Land Trust, was formed in the late nineteenth century as a land trust for the benefit of the bondholders of the bankrupt Texas and Pacific Railway Company. Beneficial interests in the Trust became publicly tradable in the 1920s, but the Trust was, as a legal matter, incapable of new interests. In another archaic arrangement, the Trust was governed by three trustees who served for life.

After one trustee resigned in 2019, activist stockholders (technically, holders of Trust certificates) launched a proxy contest over the empty seat and pressed to convert the Trust into a Delaware corporation. Litigation ensued and was resolved through a series of steps culminating in both the conversion of the Trust into a corporation and a 2020 stockholders’ agreement in which the activists obtained board seats in exchange for a voting agreement and standstill provisions. The voting agreement was structured as a broad commitment to vote with the board’s recommendations, subject to exceptions for proposals related to (1) “an Extraordinary Transaction” and (2) “governance, environmental or social matters.”

Texas Pacific began life as a corporation in 2021. Upon incorporation, Texas Pacific had, for the first time, authorized

but unissued shares of preferred stock. But the board had no authority to issue common stock. The board accordingly put a share authorization proposal on the ballot for the company’s 2022 annual meeting. If passed, the proposal would effectively double the number of authorized shares, something that had not been possible during the lifetime of the Trust. The board explained in its proxy that additional shares of common stock would give Texas Pacific flexibility. Among other things, the company could use shares to fund employee incentive compensation plans, raise capital, implement takeover defenses, and fund acquisitions for stock. The company also explained that it had no present intention to make any such stock-based acquisition.

The activists voted against the proposal, and their votes were outcomedeterminative. In November 2022, Texas Pacific commenced an action under Section 225 of the Delaware General Corporation Law, alleging that the activists had violated their voting commitment. The company later added a claim for breach of the standstill provision. As is typical in actions under Section 225, proceedings were expedited, and the case was tried in April 2023.

In its post-trial decision, the Court of Chancery analyzed in detail the parties’ competing interpretations of two exceptions to the voting commitment. The court concluded that both sides had

advanced reasonable interpretations— but not dispositive ones. With respect to the “Extraordinary Transaction” exception, the term “related to” appeared broad, but the activists could not identify any particular transaction in play at the time of the proposal. As to “governance, environmental or social matters,” the activists interpreted “governance” to encompass director elections, which was unworkable.

Because it found both exceptions ambiguous, the Court of Chancery turned to extrinsic evidence. At this stage, the court adopted the framework the Supreme Court used in interpreting an ambiguous voting agreement in Salamone v. Gorman, 106 A.3d 354 (Del. 2014). The company in Salamone argued that the agreement at issue provided for per capita rather than per share voting—an interpretation that would have deviated from the normal one-share-one-vote rule and disenfranchised the majority stockholder. The Supreme Court adopted two presumptions for construing ambiguous voting provisions in that context: (1) in contracts of adhesion, including corporate charters, contra proferentum applies, which means the company cannot prevail, and (2) in contracts between equally sophisticated parties, the company must show by clear and convincing evidence that its interpretation of the breaching provision is the correct one. The Court of Chancery applied the second presumption in Texas Pacific without discussing whether Salamone’s

framework applies in a case that lacks Salamone’s unusual features—a purported per capita voting regime that disenfranchises a majority stockholder. Applying Salamone, the Court of Chancery held that Texas Pacific had met its burden of proving by clear and convincing evidence that the activists had broadly agreed to vote with the board’s recommendations. The burden then shifted to the activists to show by a preponderance of the evidence that one of the exceptions applied.

The activists could not meet that burden. Expert testimony on the meaning of contract terms was “interesting” but not “sufficiently persuasive to carry the day.” On the other hand, Texas Pacific showed that the principals of both activist funds had acknowledged, in private communications with friends or family members, that they were bound to vote with the board on share authorization proposals. That evidence was dispositive. “Before the litigation began, [both principals] acknowledged that they were bound to vote in favor of a proposal to increase the number of authorized shares.”

The case had a final wrinkle. In connection with a failed affirmative defense, the court considered evidence that the activists had solicited votes in opposition to the share authorization proposal. By doing so, the court held, the activists had

violated the Standstill in multiple ways and over a prolonged period of time. Not only that, but they sought to conceal their conduct by avoiding a document trail. At trial, their witnesses did not come clean about their breaches but rather offered less than credible testimony on several points.

The Court of Chancery then declared that the activists’ votes had been cast in favor of the share authorization proposal, and that the proposal had passed. The Supreme Court affirmed in a one-page order.

particular are often difficult to remedy after the passage of time; money damages cannot undo an activist’s solicitation of stockholders in opposition to the board or management. Including a claim for any applicable standstill breach in a Section 225 action may have strategic litigation value in ways not necessarily foreseeable at the time of filing.

Sidley represented Texas Pacific in both the Court of Chancery and the Supreme Court. Yolanda Garcia, Alex Kaplan, Charlotte Newell, Liz Austin, and Robin Wechkin led Sidley’s litigation team. Kai Liekefett and George Vlahakos represented the company in related activism defense and corporate matters. A. Thompson Bayliss of Abrams & Bayliss was co-counsel. Takeaways

Stockholder commitments to vote with a board’s recommendation are enforceable notwithstanding Delaware’s pro-stockholder franchise policy. Nevertheless, that policy, and in particular the presumptions recognized in Salamone, may play a role in the interpretation of ambiguous voting provisions. Even outside the unusual fact pattern of Salamone, companies enforcing stockholders’ agreements may bear the burden of proving by clear and convincing evidence that their interpretation of the provision is the correct one.

Although Section 225 proceedings are limited rather than plenary, parties seeking to enforce a voting commitment in a stockholders’ agreement should consider including any other claim for breach of the agreement that can be connected in some way to the challenged vote. Standstill breaches in

Annual Incentive Plans – Payouts and Performance Alignment

By Melissa Burek, Michael Bonner, Thomas Brown,

CAP analyzed annual incentive plan payouts over the past ten years of 120 large U.S. public companies, with a median revenue of $43B. We selected these companies to span ten major industries and provide a broad representation of market practice. This study is a continuation of studies that we conducted in 2017 and 2020.

Annual incentive plans are an essential tool for companies to incent and reward executives for achieving short-term

financial and strategic goals. The goalsetting process has always challenged management teams and committees to achieve a balance between rigor and attainability to motivate executives.

In recent years, economic volatility has placed even more pressure on committees to set appropriate goals. This research is intended to be a guide and a reference point to help evaluate whether goal-setting has led to the right outcomes.

Highlights

1. Based on our analysis of actual incentive payouts over the past ten years, the degree of difficulty, or “stretch”, embedded in annual performance goals translates to:

• A 95 percent chance of achieving at least Threshold performance

• A 70 percent chance of achieving at least Target performance

• A 5 percent chance of achieving Maximum performance

2. This pattern reinforces the importance of performance metric selection and performance goal setting, given that companies are spending annual incentive monies equal to at least the amount of their overall target pool 70 percent of the time.

3. Annual incentive payout distributions in 2020-2021 are outliers, despite a

significant portion of companies making adjustments to their bonus payouts in 2020-2021, given the impact of the pandemic on businesses.

SUMMARY OF FINDINGS

Plan Design

For the purposes of this study, we categorized annual incentive plans as either goal attainment or discretionary. Companies with goal attainment plans set threshold, target, and maximum performance goals and corresponding payout opportunities for the performance period. Companies with discretionary plans determine payouts at year-end based on a retrospective review of performance results with no predefined relationship between goals and payouts.

Our study focuses on the 89 percent of companies in the sample with goal attainment plans.

Performance Metrics

Nearly three-quarters of the companies in our study use three or more metrics to determine bonus funding, an increase compared to the findings of our 2020 report.

The most prevalent financial metrics used in annual incentive plans were Revenue, EPS, and Operating Income (including EBIT, EBITDA, and Pre-tax Income).

57 percent of companies in our current study use strategic or nonfinancial goals, an increase from 38 percent in 2020. These metrics incentivize behaviors that contribute to long-term success but may not be captured by shortterm financial performance results. Specific strategic or nonfinancial metrics vary by industry and company – for example, pharmaceutical companies often use pipeline metrics and oil and gas companies often use safety and environmental metrics.

performance goals and corresponding payout opportunities for each metric in the incentive plan. Target performance goals are most often set in line with the company’s internal business plan. Executives most often earn 50 percent of their target bonus opportunity for achieving threshold performance and 200 percent for achieving maximum performance. Only two companies in the study provide an award opportunity over 200 percent of target for achieving maximum performance goals, a decrease compared to our 2020 report.

Annual Incentive Plan Payouts Relative to Goals

Based on CAP’s analysis over the 10-year period, the degree of “stretch” embedded in annual performance goals translates to approximately:

• A 95 percent chance of achieving at least Threshold performance

• A 70 percent chance of achieving at least Target performance

• A 5 percent chance of achieving Maximum performance Performance and Pay Scales

60 percent of the companies include Environmental, Social, and Governance (ESG) goals as part of their annual incentive award determination. ESG metrics are typically evaluated on a qualitative basis, and less commonly on a quantitative basis. Compensation committees annually approve threshold, target, and maximum

This shows that participants are achieving threshold performance and earning some payout 95 percent of the time and receiving maximum payouts 5 percent of the time by achieving superior results. These findings reinforce the

importance of performance goal settings, as companies are spending annual incentive monies equal to at least the amount of their overall target pool about 70% of the time.

In most of the years reviewed in our study, between 60 percent and 80 percent of companies paid bonuses at target or above. There were two exceptions: 2020, when only 55 percent of companies paid bonuses at target or above, and 2021, when 89 percent of companies paid bonuses at target or above. In 2020, bonuses were generally down due to the unanticipated impact of the COVID-19 pandemic on financial results, while in 2021 bonuses increased due to a faster than expected rebound for most companies. In 2022, we saw a return to more typical payout distributions with 65 percent of companies paying bonuses at target or above.

Impact of COVID-19 and Adjustments Made in 2020-2021

Given the unique economic environment, companies made more adjustments to annual incentive payouts in 2020 and 2021 than in prior years.

In 2020, 27 percent of companies made adjustments to annual incentive payouts. Approximately half of the companies adjusted bonus payouts upward to acknowledge that executives had limited control over the pandemic’s impact on financial results and to recognize efforts in navigating through the challenging environment. The other half of companies adjusted

annual incentive payouts downward to realize the unplanned benefit that some companies realized as a result of the pandemic.

In 2021, 13 percent of companies made downward adjustments to annual incentive payouts to recognize that the results exceeded goals because of a quicker-than-expected financial rebound.

The trends seen in the 2020-2021 period reflect a dynamic response to the rapidly changing economic andscape and

emphasize the importance of adaptability for companies when navigating unprecedented times.

By Industry

Payout distributions differ by industry based on a variety of factors, including metric selection, goal setting, and

economic influences. Average payouts for each industry are distributed as indicated in the following chart:

CAP reviewed the relationship between annual incentive payouts and annual company performance over the ten-year period with respect to growth in the three most common annual incentive plan metrics: Revenue, EPS, and Operating Income. Payouts were fairly aligned with all three metrics over the 2013-2022 period, indicating that companies are rewarding for both growth and operating

efficiency. Aligning bonus payouts with profitability also helps ensure that outcomes consider a company’s ability to pay bonuses.

The chart below depicts the relationship between median Revenue, EPS, and Operating Income Growth and the prevalence of above-target annual bonus payouts among the sample.

Conclusion

Our research indicates that over the last ten years companies set performance goals that translated to:

• A 95 percent chance of achieving at least Threshold performance

• A 70 percent chance of achieving at least Target performance

• A 5 percent chance of achieving Maximum performance

While payouts in select years may diverge slightly from others, given economic, industry, or company factors, this overall 10-year lookback provides a pattern and guidelines that companies can use to assess their actual payouts and established goals over the longerterm.

Methodology

The 120 companies in our study had a revenue size ranging from $20 billion at the 25th percentile to $88 billion at the 75th percentile. Median revenue was $43 billion.

CAP reviewed actual annual incentive payouts earned for performance over the ten-year period from 2013-2022 to determine the distribution of incentive payments and the frequency with which executives typically achieve target payouts. In this analysis, CAP categorized actual bonus payments (as a percentage of target) into one of six categories based on the following payout ranges:

LEADING THE DEFENSE OF THE WORLD’S PUBLIC COMPANIES

Ranked No. 1 in the shareholder activism defense league tables of Bloomberg and FactSet for 2022, as well as Refinitiv for H1 2022

Named “Activist Defense Adviser of the Year” by The Deal in 2022

Chambers USA 2022 ranks Sidley’s Shareholder Activism and Corporate Defense as Band 1 (listed as Corporate/M&A Takeover Defense)

Proxy fights and activist situations are bet-the-company situations, and there is no time for “training on the job.”

Over the past five years, Kai Liekefett and Derek Zaba, the co-chairs of this team, have represented companies in more than 100 proxy contests, several hundred other activist campaigns, and dozens of settlements more than any other corporate defense law practice in the world.

TALENT. TEAMWORK. RESULTS.

Kai Haakon E. Liekefett New York

kliekefett@sidley.com

Derek Zaba Palo Alto/New York dzaba@sidley.com

Introducing Dynamic Talent from theBoardlist to the BoardProspects Community

In August of 2023, BoardProspects announced its acquisition of theBoardlist, the leading mission-driven talent marketplace for diverse board candidates. This merger represents a powerful union of expertise, innovation, and a shared commitment to driving positive change in boardrooms across public and private corporations.

theBoardlist had been a leader in the board diversity movement since its inception in 2015, promoting the inclusion of diverse, board-ready candidates and fostering true representation in leadership. Together, we aim to become the ultimate destination for board recruitment, supporting public and private corporations in finding the absolute best people for their boardrooms.

With this acquisition, BoardProspects further expands the reach of our community, bringing together more than 45,000 candidates in our combined database and over 7,000 active members in our community.

This month, and in future issues of Board Recruitment, we look forward to introducing you to some of the

theBoardlist candidates who have joined the BoardProspects community following the merger. Each member brings a unique set of skills, experiences, and perspectives to the table, with backgrounds spanning various industries, offering a rich tapestry of expertise for boardrooms seeking dynamic talent.

As we embark on this exciting journey together, we invite you to get to know these remarkable individuals, whose presence underscores our collective commitment to reshaping the future of corporate governance. Through collaboration, innovation, and a dedication to fostering diverse leadership, we are poised to make a lasting impact on boardrooms worldwide.

Joyce Cacho

Joyce Cacho is the Founder and President at Adinura Advisory, an Independent strategy consulting firm providing risk management and business governance services. Prior to this, Cacho was the Global Chief Sustainability Officer at Novus International. Cacho has held other positions as a management consultant and the Head of Strategic Research at Rabobank International.

Current Boards: World Benchmarking Alliance and Sistema.Bio

Previous Boards: Sunrise Banks, International Institute of Tropical Agriculture, Winrock International, Ecologic Development Fund

Suja Chandra

Suja Chandra is the former SVP, Global Information & eCommerce Officer at The Timberland Company. Prior to Timberland, Chandra was the Chief Information Officer at Nestle.

Current Boards: Brenntag SE, Cardinal Health, and American Eagle Outfitters

Previous Boards: Barry Callebaut, Blume Global Solutions, and Symphony Retail AI

Lisa McGill

Lisa McGill is the former CHRO at Silver Peak Systems, a Global SD-WAN market leader that was acquired by HPE-Aruba. Prior to Silver Peak Systems, McGill was the CHRO at Crowdstrike, Fortinet, and Brocade Communications Systems. McGill has held other leadership positions at McFadyen Consulting, Nokia, PWC, and the Centennial Companies.

Current Boards: SemperVirens Venture Capital, Karat, Fountain, ion Learning, and PersonalityWise

Gena Lovett

Gena Lovett is the former VP, Manufacturing & Business Operations at The Boeing Company. Prior to Boeing, Lovett was the Director of Manufacturing at Alcoa.

Current Boards: QuantumScape Corporation, AdvanSix, Inc, and Trex Company

Previous Boards: Shiloh Industries

Jon Oberheide

Jon Oberheide is the former co-founder and CTO at Duo Security. Prior to Duo, Oberheide completed his PhD at the University of Michigan with his thesis on leveraging the cloud for delivering security services.

Current Boards: DNSFilter, runZero, Push Security, and The Henry Ford

Previous Boards: Duo Security, Optimyze Cloud , and Groundspeed Analytics

Chinwe Esimai

Chinwe Esimai is the Managing Director and Chief Compliance Officer for Legacy Franchises at Citigroup, Inc. Prior to that, Esimai was Chief Anti-Bribery & Corruption Officer at Citi. Esimai spent five years at Goldman Sachs in various regulatory risk management roles, and also served as a law professor at the University of St. Thomas School of Law, where she taught Securities Regulation, Law & Finance in Emerging Markets, and Business Law. Esimai began her career as a corporate associate at LeBoeuf, Lamb, Greene & MacRae LLP.

Current Boards: Paradigm and Menagerie

Dianna Jones

Dianna Jones is the Director of Legal and Trade Compliance at Uber Technologies, Inc. Before her current position at Uber, Jones served as Regional Compliance Counsel at John Wood Group plc, a global leader in engineering and technical consulting services for the energy and infrastructure industries. She began her career with the international law firm Greenberg Traurig, LLP, where she advised national and multinational companies on complex M&A transactions, reorganizations, and restructurings.

Current Boards: Next 15

Jennifer Vescio

Jennifer Vescio is a GTM strategist and BD professional helping her team evaluate various buy, build or partner growth initiatives around investments, marketing, advertising, talent acquisition, strategic partnerships, international expansion and product strategy. Vescio currently runs global BD at Uber. Prior to Uber, she worked at eBay/ Paypal, ESPN, CBS, Yahoo!, Yodlee (2015 IPO), the SAS Institute, Monster Worldwide (acquired her startup StudentCenter) and Recruit Co. Ltd. (Japan).

Current Boards: TeamSnap, the PGA Tour, and UCLA Anderson

Saiba Sabherwal Saxena

Saiba Sabherwal Saxena is the former CFO at Nayya, a software that leverages data to help consumers choose the right health plan and benefits. Prior to Nayya, Saiba was the CFO at Komodo Health. Saiba has held other leadership positions at Newsela, Next Big Sound, Spotify, Pandora, and Google.

Current Boards: Hudson Guild

Pankaj Kedia

Pankaj Kedia currently serves as the Founder and Managing Partner of 2468 Ventures, a Venture Partner at VU Ventures, a Deal Partner at Ganas Ventures, and is a Board Member and CEO Advisor to numerous early-stage start-ups and non-profit organizations. Pankaj has developed unique expertise in the application of AI / Deep Tech across targeted verticals including Healthcare, Industrial, Energy, Finance, Marketplaces, and Consumer segments.

Diana Colella

Diana Colella is an Executive Vice President at Autodesk, Inc., a Fortune 500 technology company. Prior to her current role, Colella served in many leadership positions at Autodesk including, SVP of Media & Entertainment and VP of Business Strategy & Marketing.

Leigh Anne Snider is the former COO at Sterling Restaurants. Prior to Sterling, Snider served as President at Einstein’s Bros. & Bruegger’s Bagels. Sterling has also served as the COO at Caribou Coffee and Yum! Brands.

Previous Boards: Jenny Craig, Noah’s New York Bagels

Leigh Anne Snider

Global Board Governance Survey

The C-Suite and the Board Diverge on Key Issues

Mark Rogers, CEO of BoardProspects

On the pages that follow, I am pleased to share with you the report from the Global Board Governance Survey which BoardProspects recently conducted with Protiviti and Broadridge. There are of course plenty of corporate governance surveys out there, but this survey is unique in that it sought to gain the perspective of more than 1,000 board members and the c-suite on the major governance topics of the day. The results, specifically where these two groups diverge, is concerning and should serve as a cautionary message to boards that they need to have better communication with the c-suite to ensure stakeholder value is not being compromised.

It should be noted that going into this survey we certainly did not expect complete alignment between the board and the c-suite on every question they were being asked. They are both coming from different perspectives and that is going to color the way they view certain issues. However, there were certain areas where I did not expect to see such a level of disagreement between the board and c-suite. For example:

Talent Management & Organizational Culture:

According to the survey, c-suite respondents believe that the board needs to spend more time and attention on corporate culture as well as hiring

and talent management. The post-Covid world has changed the workplace and as a result boards need to do a better job of ensuring management has the guidance and resources to address this new environment. In addition, the war for talent is only going to escalate in an increasingly cyber world and boards have to support management in this struggle.

Board Preparedness & Engagement:

The survey found that c-suite respondents are less likely to agree that board members come prepared for board meetings and are constructively engaged during the meetings. Although board members can certainly point the finger back at the c-suite that information overload could be playing a role in this perceived lack of preparation and engagement, board members need to engage in a self-assessment as to whether they have the appropriate bandwidth to meet their fiduciary duties.

Greatest Perceived Threats to Growth:

There is no shortage of threats in today’s world which can impact corporate growth. Which is why it is critical that board members and the c-suite are aligned on identifying and deterring those greatest threats. Unfortunately, our survey demonstrates that they do not see eye to eye on these threats. Board member respondents view supply chain disruption, central bank monetary

policy, inflation, and rising labor costs, as the primary threats to corporate growth –while c-suite respondents view new and emerging technologies, corporate culture and geopolitical tensions and conflicts as the greatest threats. While certainly all of these issues are threats to corporate growth, the board and c-suite should be better aligned on the greatest risks so they can have a unified front in meeting these challenges.

One area where the board and the c-suite do align, but should nevertheless raise a red flag in the boardroom, is with respect to underperforming board members. Only 58% of board member respondents and 36% of c-suite respondents agree that board members falling short of expectations are addressed in a constructive manner. Boards need to do a better job of confronting underperforming board members – either through improved performance or offboarding.

The primary takeaway from this survey is for boards to be proactive in ensuring an open and constructive level of communication and engagement with the c-uite. Only then can the board confirm that they are acting at all times in the best interests of the stakeholders.

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge

Survey spotlights how directors can improve their performance and deliver greater value

Executive summary — our key findings

We are pleased to publish our inaugural Global Board Governance Survey. This study — developed by Protiviti, BoardProspects and Broadridge — is, we believe, the first of its kind. It offers insights regarding the board’s priorities, performance and governance practices from the different perspectives of more than 1,000 directors and C-suite leaders.

Perceived threats to growth

Board members and C-suite executives identify the following challenges as posing the greatest threats to their organization’s growth:

1. Talent — recruiting, retention and skilling

2. Access to capital and/or liquidity

3. New and emerging technologies

4. Central bank monetary policy, inflation and rising labor costs driving economic uncertainty

5. Rapid change from disruptive innovation

Threat preparedness perspectives differ: For every risk to their company’s growth prospects, directors rate the board’s level of preparedness to address it to be higher than do C-suite executives. The divergence is

most pronounced for risks related to talent management, organizational culture and third-party risk. Board members and C-suite executives are least confident of their organization’s capabilities related to mitigating risks from non-linear, disruptive events stemming from bleeding-edge innovation, political uncertainty, new and emerging technologies, and geopolitical tensions and potential conflicts.

Where the board and C-suite are — and are not — aligned with respect to board performance

Good news: Boards and C-suite leaders are on the same page regarding the board’s priorities. Strategic planning and execution rates as the top board priority. Risk management oversight, CEO and management succession planning, digital transformation and integration of emerging technologies, and R&D/innovation are other top priorities.

Director respondents believe the topics in greatest need of board time and attention are crisis management, cybersecurity, digital transformation and organizational culture. The need for a stronger focus on crisis management makes sense — crises have become the norm rather than

In contrast to the views of director respondents, a higher percentage of C-suite respondents believe the board should devote more time and attention to corporate culture along with hiring and talent management.

More good news: Most director and C-suite respondents “agree” or “strongly agree” that board members provide input into, and approve, corporate strategy and major policy decisions; represent the interests of shareholders and appropriate stakeholders; place the interests of the company ahead of their own interests; and devote sufficient time to fulfilling their fiduciary responsibilities. However, C-suite respondents are less likely to agree that board members come prepared for each meeting and that they are constructively engaged during meetings.

Diversity of thought: When assessing the diversity of thought present on the board, respondents place the greatest value on diversity of skill and experience, industry

2010-2024. All rights reserved. the exception. Digital transformation requiring more board attention is a red flag. In the digital age, this strategic conversation is about enabling the organization to function at the speed of the market. A trust-based, diverse and inclusive culture fostered by the CEO and leadership team that is authentic, connected and transparent is needed to break down barriers of resistance and enhance organizational preparedness, agility and decisiveness.

knowledge and experience, understanding of technology developments and applications, knowledge of other industries, and gender diversity.

A commitment to achieving the desired diversity of thought on the board is a continuous journey. It should be entrenched into the nominating committee’s mindset, criteria and expectations for evaluating board candidates as part of the selection process.

Talent gaps: Our results indicate that talent management and organizational culture demand more board attention — and more consensus. A notable divide exists between the board and C-suite in prioritizing talent and culture gaps. It is imperative that organizations overhaul talent management strategies while leveraging their cultures as a competitive advantage.

An organizational culture must address a diverse set of employee priorities and expectations. The strength and health of an organization’s culture will play a growing, decisive role in attracting and keeping the best talent and the most difficult-to-source skills.

The perception gap between the board and C-suite on this subject suggests a need for focused strategic conversations, particularly given the realities of the current labor market in which the entire concept of sourcing skilled labor is undergoing a sea change.

Tech governance: Digital transformation, the integration of new technologies and cybersecurity warrant more board attention. In our view, to keep pace with evolving markets, boards should possess the knowledge and expertise to understand and assess the organization’s core technology strategy and operations while evaluating and contributing to capital allocation decisions regarding potential technology investments.

C-suite respondents are less likely to agree that board members come prepared for each meeting and that they are constructively engaged during meetings.

Governance call to action

Based on the key takeaways from this research, we have summarized a call to action beginning on page 5 that addresses obstacles to organizational growth, sharpens the board’s focus on several key areas, enhances director engagement and drives an ongoing emphasis on continuous improvement of the board’s oversight.

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge | 4 protiviti.com | boardprospects.com | broadridge.com

Governance call to action for directors

The results of our study reveal a number of important opportunities to improve board governance and performance. Based on the key takeaways from this research, we have summarized the following call to action:

1. Address underperforming directors. Our survey noted that only 58% of directors and 36% of C-suite leaders agree that board members falling short of expectations are addressed in a constructive manner, suggesting a need for improvement in evaluating or offboarding underperforming directors. There is no place in the boardroom for underperforming directors who are unable to demonstrate the capacity to improve their performance. The self-assessment process, as recommended below, should encourage candor in identifying opportunities for individual directors to improve. Constructive engagement to improve performance is the goal and, if not possible, steps should be taken to offboard certain directors. Accepting underperformance or waiting until the age or term limit is reached can be detrimental to board dynamics. Be mindful of overboarding issues or other commitments that can impair the effectiveness of a director’s board service.

2. Address obstacles to organizational growth. According to our survey, the five most important obstacles to organizational growth over the next three years are recruiting, retaining and skilling talent; access to capital and/or liquidity; new and emerging technologies; economic uncertainty around central bank monetary policy, inflation and rising labor costs; and rapid change from disruptive innovation. In addition, the survey noted that digital transformation and organizational culture were two of the areas requiring more board time and attention. The question arises as to whether the board’s activities are sufficiently focused on the opportunities and risks that matter.

• With respect to talent acquisition and retention, our survey suggests a need for focused strategic conversations regarding the shortage of talent and skilled labor. The board should evaluate and advise on investments needed to upgrade the organization’s talent strategy and talent management function so that they are aligned with market realities and the company’s overall strategy. Succession planning and leadership development activities also warrant more stringent stress-testing from boards.

• Underpinning the focus on talent management, the board should devote sufficient time to corporate culture. Talent management strategies should leverage the corporate culture as a competitive advantage from a recruitment, reskilling, retention and innovation perspective. The board has an important role to play in setting the tone for building a fit-for-purpose culture in a rapidly changing environment. A trust-based, diverse and inclusive culture fostered by the CEO and leadership team that is authentic, connected and transparent is needed to break down barriers of resistance and enhance organizational preparedness, agility and decisiveness.

• The board should be satisfied that it is well-positioned to challenge conventional thinking and assist management in transforming customer experiences and disrupting long-established value chains. In today’s technology-driven markets, it is disrupt or be disrupted. Disruption occurs in many ways — new business models, rapid product innovation, changing customer value propositions, and disintermediation of distribution channels. Companies can either lead the way or be swept away.

These strategic conversations require a deep understanding of emerging and maturing technologies and their application in imaginative ways to drive disruptive innovation and

rethink and transform the organization’s business model and strategy continuously. The board should emphasize the importance of staying close to the customer experience, keeping an eye on relevant market trends, organizing for speed and embracing change. As most innovation is technology-driven, the boardroom agenda should allocate sufficient time to discuss the company’s innovation and digital transformation strategy and the talent needed to execute it successfully.

The board should emphasize the importance of staying close to the customer experience, keeping an eye on relevant market trends, organizing for speed and embracing change.

3. Sharpen focus on crisis management. Our survey suggests a need for a stronger board focus on crisis management. As the coming year unfolds, new and existing geopolitical, economic, environmental, social and cyber-related crises could arise and/or conflagrate. In addition, the results of national elections occurring all over the world during 2024 can lead to disruptive impacts extending beyond the voting countries’ borders, with particular emphasis on the United States.

4. Don’t forget cybersecurity issues. One more area identified by our survey requiring additional board time and attention is cybersecurity. The ever-changing cyber threat landscape and growing geopolitical tensions are likely the reasons for this finding.

5. Ensure the board is aligned with management on organizational resilience. Our survey points to a divergence between board members and C-suite leaders in their assessments of the organization’s preparedness for certain risks, particularly talent management, organizational culture and third-party risk. Interestingly, executive leaders rate the organization’s preparedness lower in these areas than do board members. To position the board to contribute value, directors should seek to understand the concerns of their company’s senior leaders, particularly if those leaders are requesting more resources and support to meet expectations. This should involve the board requesting an adequate level of information from management. If the board’s assessment is significantly more favorable than management’s, a disconnect in boardroom conversations may result. If a request for resources appears excessive, ask management for a stronger articulation of the market opportunity or emerging risk and the expected value contributed to execution of the strategy and preservation of the company’s reputation and brand image. Finally, directors

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge | 6 protiviti.com | boardprospects.com | broadridge.com

should ensure they are receiving periodic risk updates from management so that there is clarity among both groups regarding potential risks to the organization.

6. Emphasize director preparedness and engagement. Our survey noted that C-suite respondents are less likely to agree that board members come prepared for each meeting and are constructively engaged during meetings. Therefore:

• The board’s charter and/or corporate governance guidelines should establish criteria for director performance that sets forth clear expectations for meeting preparedness and engagement as well as criteria for overboarding.

• If there are issues with preparedness and engagement, the CEO should inform the board chair or lead director and a plan should be developed to improve in these areas. If the focus is on certain directors, the board chair or lead director should counsel those directors.

• All directors should periodically assess their commitment to board service and, most importantly, their ability to allocate the necessary time and energy. The optics of today’s marketplace demand full engagement, such that every director must pull their weight with intention and purpose to justify their seat at the boardroom table.

The above said, the street runs two ways. Information overload can contribute to a perceived lack of director preparedness. Management can facilitate preparedness by being more selective and timely in submitting pre-meeting materials to the board. The board should set the tone by being clear in its expectations of management. This can be achieved through planning board meeting agendas, encouraging concise executive summaries and providing post-meeting feedback to management on the quality of meeting materials. These activities enable an iterative process toward improving briefing materials over time.

Recommendations could be solicited in executive session. Such involvement would elevate the level of director engagement.

Changes to the board composition skills matrix should be mapped by the governance or

nominating committee

against the skills possessed by each board member.

7. Engage directors in shaping the board agenda. The survey noted that board members agree less frequently than C-suite executives that they are given an opportunity to influence the agenda in advance of formal board meetings. To that point, when planning for future meetings, the board chair or lead director should consider involving board members in setting the agenda.

8. Self-assess board performance. At least annually, the board should conduct a robust self-assessment of the performance of the full board, each board committee and each individual member of the board to determine whether they are functioning effectively. The self-assessment process should be conducted on a confidential, anonymous basis and ensure that the board and each committee are staffed and appropriately led, individual board members are effective in fulfilling their fiduciary obligations, and the oversight processes in place are contributing value. The process should encourage candor and be rooted in trust and transparency with an eye toward continuous improvement.

One way to approach the assessment process is to summarize strengths and opportunities for improvement and have the full board and each board committee discuss the results in executive session with the intention to develop and implement improvement plans. The process can be supported by written questionnaires, one-on-one interviews and group discussions facilitated by a member of the board or a third-party adviser. The board should vary the approach over time to encourage

director engagement and address key themes or topics, as identified by the board chair or lead director.

• The process should be designed to provide meaningful and actionable feedback. It should present an opportunity to ensure that committee workloads are manageable.

• The process should include an evaluation of composition and onboarding criteria (see below).

• Informal feedback from the CEO, CFO, CHRO, CPO and other senior executives as to how the board can best contribute value can provide useful insights to the self-assessment process.

9. Periodically evaluate composition and onboarding criteria. Our survey results suggest that skill and experience, industry knowledge, technology savviness,

knowledge of other industries, and gender diversity are attributes boards are primarily looking for as they evaluate new director candidates. While this finding is not intended to suggest a one-size-fits-all approach, it nonetheless points to a need to assess whether the currency, experience and diversity of thinking (as discussed on pages 26-27) in the boardroom are sufficient. Recommended changes should be incorporated into a board composition skills matrix (or its equivalent) summarizing the skills and expertise that the board needs to oversee the organization effectively. Changes to the board composition skills matrix (or its equivalent) should be mapped by the governance or nominating committee (or its equivalent) against the skills possessed by each board member. Any gaps should be considered when evaluating new director candidates.

All directors should periodically assess their commitment to board service and, most importantly, their ability to allocate the necessary time and energy.

About our survey

In the fourth quarter of 2023, we polled more than 1,000 board members and C-suite executives (n = 1,006) about their perceptions of current threats to their organization, as well as priorities for the board and organization to address, among other topics. We categorized our respondents into three groups:

• Board members

• C-suite executives

• Dual role (individuals who serve as both a director and C-suite executive)

In this report, along with selected overall findings, we focus on the responses from these three groups, identifying where each aligns and differs in their perceptions of governance and board focus.

Specifically, our study examines:

It makes sense for boards to self-assess with an eye toward improving performance as shareholder support overall for boards and management is declining. While there are more shareholder proposals than at any time over the last five years, there is less shareholder support. In fact, shareholder support during the 2023 proxy season fell to 24.6% on average, a 10% decline from 2022 and a five-year low. Expectations of directors are also increasing. Although shareholder support for directors sits at approximately 90%, the percentage of directors who failed to attain majority support reached a five-year high during the 2023 proxy season, and this pressure is expected to intensify further this year.1 1 Broadridge ProxyPulse™ 2023 Proxy Season Review: www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf

• The risks that pose the greatest threats to organizations and the board’s and management’s ability to address them;

• Areas where directors and C-suite leaders align and diverge on certain topics, including board priorities and performance, diversity of thought and experience, the organization’s strategic planning process, meeting dynamics, and time allocation;

• The board’s responsibility with respect to talent management and organizational culture; and

• Board governance concerning digital transformation and emerging technologies such as generative AI. We also provide a governance call to action for board members and C-suite leaders. One critical call to action is a recommendation to improve self-assessments of board and individual director performance.

Perceived threats to growth

Respondents view capital, liquidity, talent and monetary policy as top challenges to growth.

Overall, the directors and C-suite executives we surveyed identified the following challenges as posing the greatest threats to their organization’s growth during the next three years:

1. Talent — recruiting, retention and skilling

2. Access to capital and/or liquidity

3. New and emerging technologies

4. Central bank monetary policy, inflation and rising labor costs driving economic uncertainty

5. Rapid change from disruptive innovation

Talent concerns not only remain significant for most organizations today, but these challenges also underpin the other issues on the list. Talent wins and is vital to designing and executing differentiating strategies.

Concerns regarding access to capital and liquidity are understandable in this era of higher interest rates and the related impact on cost of capital. The reality is that many executives have been allocating capital with cheap money for a long time. Now all eyes are on the central banks, with the U.S. Federal Reserve and European Central Bank both unwilling to commit to the timing and frequency of rate cuts. New and emerging technologies and change from disruptive innovation are intertwined and, while containing risk, also present opportunities for boards and organizations that position themselves to capitalize on them. In the market, it’s disrupt or be disrupted.

The chart on the following page summarizes our survey results from all respondents regarding the threats we examined. These are listed in descending order by percentage of respondents who ranked each threat number one on their list. The chart on page 12 summarizes the ranking of threats as perceived by our three respondent groups: board members, C-suite executives, and individuals who serve in both roles.

Greatest perceived threats to growth Shown:

Q.: What are the 3 areas that you believe will pose the greatest threat to organizations’ growth prospects in the next 2-3 years? (Displayed in descending order by percentage of threats ranked in each respondent’s top three — this chart also displays the percentages of threats ranked first.)

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©BoardProspects, Inc. 2010-2024. All rights reserved.

Greatest perceived threats to growth*

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Q.: What are the 3 areas that you believe will pose the greatest threat to organizations’ growth prospects in the next 2-3 years? (Displayed in descending order by percentage of threats ranked first by board members.)

Inc. 2010-2024. All rights reserved.

Overall, the three respondent groups share similar views. However, there are some notable differences:

• C-suite executives see new and emerging technologies, corporate culture, and, to a lesser extent, geopolitical tensions and potential conflicts to be greater threats than do other respondents. Relative to other respondents, they are less concerned about rapid change from disruptive innovation.

• Board members expressed greater concerns about supply chain disruption as well as central bank monetary policy, inflation and rising labor costs compared with the other respondent groups. The highest-rated threat assessments are important considerations in the strategy-setting process. A view of the respondents’ assessment of current board priorities (see page 18) indicates that, by far, the highest board priority is strategic planning and execution.

Our survey results suggest that substantial work is required to reduce these potential risks to an acceptable level and enable the organization to pursue and achieve its growth objectives. Of the 15 threats respondents evaluated, the majority of respondents consider their board to be “very prepared” or “extremely prepared” for only three. None of the 15 threats received “very prepared” or “extremely prepared” ratings from more than 58% of all respondents.

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Moreover, as illustrated in the perceptual chart on the following page, there are a number of areas where perceived threat levels are notably high relative to perceived levels of organizational preparedness to address these risks. Preparedness breeds resilience, and resilience supports the organization’s growth agenda. Interestingly, these areas mirror four of the top perceived threats to growth that are noted above — new and emerging technologies; talent recruiting, retention and skilling; rapid change from disruptive innovation; and central bank monetary policy, inflation and rising labor costs driving economic uncertainty.

Of particular note, our perceptual chart also shows that for every single threat to their company’s growth prospects, directors rate the board’s level of preparedness to address it to be higher than do C-suite executives. This represents a potential “blind spot“ for boards as well as a potential failure of management to communicate effectively to the board. The board must understand where management sits on these issues — especially when there are requests for additional resources. The board’s lack of understanding or clarity on these matters could mean that management has not provided the board with adequate information. Both directors and C-suite leaders need to put a spotlight on challenges of mutual concern and ensure there is clarity among both groups in regard to potential risks to the organization. This is why periodic risk updates are so critical.

38% of C-suite executives see new and emerging technologies to be among their top three threats to the organization’s growth prospects, compared with 29% of board members.

40%

Perspectives on perceived threat versus preparedness levels*

New and emerging technologies affecting the industry

Talent — recruiting, retention and skilling

New and emerging technologies affecting the industry

Rapid change from disruptive innovation

L evel of organizational threat

Geopolitical tensions and potential conflicts

Central bank monetary policy, inflation and rising labor costs driving uncertainty over a possible economic recession

Central bank monetary policy, inflation and rising labor costs driving uncertainty over a possible economic recession

Rapid change from disruptive innovation

Political uncertainty

Geopolitical tensions and potential conflicts

Impact of the evolving work environment on retention and culture

Political uncertainty

Supply chain disruption

Ecosystem of partnerships and alliances creating third-party risks

Impact of environmental and social issues

Corporate culture

Cyber threats or incidents

Cyber threats or incidents

Talent — recruiting, retention and skilling

C-suite Board

Access to capital and/or liquidity

Access to capital and/or liquidity

Impact of compliance/regulatory requirements, including data privacy

Supply chain disruption

Brand/reputation loss

Ecosystem of partnerships and alliances creating third-party risks

Impact of environmental and social issues

Level of board preparedness

Impact of compliance/regulatory requirements, including data privacy

Corporate culture

Brand/reputation loss

Impact of the evolving work environment on retention and culture

* Chart plotted by the aggregate percentage of the top three ranking for each perceived threat and the aggregate percentage for the top two box score (i.e., those who selected “Extremely prepared” or “Very prepared” on our 5-point scale) for perceived board preparedness.

Results are based on the following questions: “What are the three areas that you believe will pose the greatest threat to organizations’ growth prospects in the next 2-3 years?”, and “Please rate your board’s level of preparedness to address each of the following threats.”

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65%

©BoardProspects, Inc. 2010-2024. All rights reserved.

Board and C-suite divergence on threat preparedness is most pronounced for risks related to talent management, organizational culture and third-party risk; again, executive leaders rate the board’s threat preparedness lower in each of those areas compared with board members. This divergence suggests a need for board members to better understand the concerns of their company’s senior leaders, particularly if they are requesting more resources and support to meet expectations.

As illustrated in the following chart, respondents indicated that their boards are best prepared to address regulatory compliance requirements (including data privacy rules) and access to capital and/or liquidity. Board members and C-suite executives appear to be least confident of the organization’s capabilities related to mitigating risks from non-linear, disruptive events stemming from bleedingedge innovation, political uncertainty, new and emerging technologies, and geopolitical tensions and potential conflicts. Each of these challenges looms especially large for the coming year and beyond.

50% of directors believe their board is either “extremely prepared” or “very prepared” to address the threat of talent recruiting, retention and reskilling, while only 29% of C-suite executives believe their board is “extremely prepared” or “very prepared” for this challenge.

Perceived level of board preparedness to address threats

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Q.: Please rate your board’s level of preparedness to address each of the following threats (5-point scale where 1 indicates “not at all prepared” and 5 indicates “extremely prepared”). Shown: Percentage of “extremely prepared” and “very prepared” responses.

Inc. 2010-2024. All rights reserved.

Dual role (board member and C-suite executive)

C-suite Board members

Where the board and C-suite

are — and are not — aligned

with respect to board performance

Strategic planning tops board priority lists, but directors and executives differ in their assessments of board performance

When it comes to board performance, differences in perception among directors and executives can be insightful, especially when these differences take the form of diversity of expertise, skills and composition that bring new and unique views to the boardroom table. In other governance areas — including the setting of strategy and board priorities, how the board allocates its time, and board meeting dynamics, among others — too much variance can create friction that inhibits the board’s effectiveness in adding value. While perfect alignment is elusive, the trick lies in striking the right balance, one that yields thoughtful, candid and productive engagement between the board and management.

Discussions of board performance are important. Directors and C-suite leaders alike are under pressure as their companies face significant disruption in an uncertain global marketplace. Many recognize it is just a matter of time

before they need to alter their business model in response to evolving markets and the emergence of new technologies such as generative AI. Some may even be concerned that their executive teams lack the agility to deal with the pace of change. The bottom line: CEOs need a board that is able to help them face the future confidently.

Below, we highlight the degree to which board members and executive leaders align in their evaluations of key areas of board performance.

Priority-setting, strategic planning and execution, and board time and attention

Good news: Boards and C-suite leaders clearly are on the same page regarding the board’s priorities. For all respondents, strategic planning and execution rates as the top board priority — and by a wide margin. This aligns to one of the board’s core governance objectives and is certainly responsive to the challenge of evolving markets.

As shown on the following page, risk management oversight, CEO and management succession planning, digital transformation and integration of emerging technologies, and innovation and research and development are other top board priorities for directors and C-suite leaders. This, again, is good news as these areas relate to market-driven expectations of boards and reflect an outward-looking lens that emphasizes change and a strong focus on market opportunities and emerging risk issues.

The chart on page 19 further illustrates the alignment of our three groups of survey respondents.

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Top priorities for the board

Shown: All respondents

Q.: What are the top three priorities of your board? (Displayed in descending order by percentage of priorities ranked in respondent’s top three.)

©BoardProspects, Inc. 2010-2024. All rights reserved.

Top priorities for the board

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Q.: What are the top three priorities of your board? (Displayed in descending order by percentage of priorities ranked in the top three by board members.)

Board members (ranked top 3)

C-suite (ranked top 3)

Dual role (board member and C-suite executive) (ranked top 3)

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While boards manage numerous competing priorities, it is noteworthy that environmental, social and governance (ESG) matters currently rank near the bottom of their priority lists. Fewer than one in 10 board respondents ranked ESG as a top three board priority (of note, 83% of the respondents to the survey were from the United States). Any ESG backlash aside (which has been more of an issue in the U.S. versus other countries), ESG strategy and reporting qualifies as a pressing regulatory matter. Now that the U.S. Securities and Exchange Commission has finally released its climate disclosure rules, the “E” in ESG is becoming clearer for issuers listed on U.S. exchanges. More importantly, hundreds of U.S. and global companies are already on the clock to comply with the European Union’s sweeping Corporate Sustainability Reporting Directive (CSRD) at a time when other countries and regions are enacting similar climate-related disclosure requirements.

Circling back to the top priority, the overarching importance ascribed to strategic planning does not automatically translate to success, however. The following chart focuses on the organization’s agility and ability to pivot in response to change.

Views on strategic planning and organizational agility

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

While approximately seven out of 10 respondents agree that their organization’s strategic planning process “facilitates organizational agility and the ability to pivot in response to market developments,” C-suite respondents (61%) are considerably less likely to agree with that statement than board respondents (75%). This divergence in views suggests that some board members may not be as attuned to changing market realities as they think they are.

This is an important strategic conversation. It is imperative that companies undertake appropriate steps to ensure they remain connected to the customer experience, invest in future growth and position themselves to innovate and compete in the evolving global economy. As markets evolve, so should companies. The board should set the tone for this conversation with the organization’s leaders.

The following chart focuses on areas in which the board may not be devoting sufficient time and attention.

Q.: Does your organization have an effective strategic planning process that facilitates organizational agility and the ability to pivot in response to market developments?

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Areas perceived to not receive enough time/attention

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Q.: With respect to the areas of emphasis in the previous question (“What are the top three priorities for your board?”), which of the following, if any, do not receive sufficient board time/attention? (Multiple responses permitted; displayed in descending order by percentage of areas that do not receive enough time/attention from board members.)

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Dual role (board member and C-suite executive) C-suite Board members

Board member respondents indicated that crisis management, digital transformation, organizational culture and cybersecurity are the topics in greatest need of board time and attention.

• The need for a stronger focus on crisis management makes sense because crises have become the norm rather than the exception. Preparedness is a reputation play. As the coming year unfolds, new and existing geopolitical, economic, environmental, social and cyber-related crises could arise and/or conflagrate.

• Cybersecurity is a top risk area, both near and long term. Increasingly sophisticated bad actors make this a key topic of interest to boards. Directors need to align themselves with market expectations of boards to exercise vigilant cybersecurity oversight.

• That digital transformation is a topic requiring more board attention is a red flag. In the digital age, this strategic conversation is ultimately about enabling the organization to function at the speed of the market. Boards should be positioned to challenge conventional thinking and assist management in transforming customer experiences and disrupting long-established value chains. It’s disrupt or be disrupted. This topic requires a deep understanding of emerging and maturing technologies and the ability to apply them in imaginative ways to drive disruptive

innovation and rethink the organization’s business model and its positioning within the value chain.

• Organizational culture is another important topic. In our view, a trust-based, diverse and inclusive culture fostered by a CEO and leadership team that is authentic, connected and transparent is needed to break down barriers of resistance and enhance organizational preparedness, agility and decisiveness. The board has an important role to play in setting the tone for building a fit-for-purpose culture in a rapidly changing environment.

85% of board members and C-suite executives consider strategic planning and execution a top priority for their board. However, 29% do not believe their organization has an effective strategic planning process that facilitates organizational agility and the ability to pivot in response to market developments.

Of note, in contrast to the views of director respondents, a higher percentage of C-suite respondents believe the board should devote more time and attention to corporate culture along with hiring and talent management.

With regard to those areas perceived not to be receiving sufficient time and attention in the boardroom, there are a number of notable variations by industry:

• Within Financial Services, one in four respondents believe the board does not devote sufficient time and attention to innovation, including research and development, whereas the response is no higher than 15% for other industry groups. This makes sense in an industry coping with fintechs and “born digital” competitors.

• One in four Manufacturing and Distribution (M&D) industry group respondents (25%) believe the board does not devote sufficient time and attention to digital transformation and integration of emerging technologies, compared with, at the low end, 14% of Technology, Media and Telecommunications (TMT) industry group respondents. This is to be expected given the focus of TMT organizations on innovation. Many companies within the M&D group are undergoing the transition to so-called “Industry 4.0” — a convergence of technologies that promises remarkable outcomes, including better use of resources, less

• Relative to other industry groups, Healthcare industry respondents see corporate culture as a key area that does not receive sufficient board attention (29%), whereas just 15% of Financial Services respondents see this as an issue. The attrition experienced in the Healthcare industry makes culture a strategic imperative.

• For Energy and Utilities industry group respondents, ESG is perceived by only 8% as not receiving sufficient board time and attention (roughly half of the response from other industry groups) — this may reflect increased attention on this topic by Energy and Utilities boards over the past few years.

• Compared with other industry groups, cybersecurity, data privacy and risk management oversight appear to be less-critical issues to which boards in the Financial Services industry do not devote sufficient time and attention, likely because, driven by regulation, these areas have been key parts of the board agenda in the industry in recent years.

rights reserved. nonproductive time, lower overall operating costs, and wide networks of interconnected devices (the Industrial Internet of Things). They are pursuing digital transformation and automation on multiple fronts, including the digitization of processes, products and services through AI, robotics and advanced analytics.

• A higher percentage of respondents from the Consumer Products and Services (CPS) industry group (17%) believe the board does not devote sufficient time and attention to strategic planning and execution, compared with 6%-12% of respondents from other industry groups. This is possibly due to CPS companies facing continued extensive disruption in the years to come. In the digital age, consumers have more choices than ever before.

60% of directors believe the board has a high level of preparedness to address corporate culture-related challenges, compared with 40% of C-suite executives who believe the board has a high level of preparedness to address these issues.

Board performance and meeting dynamics

More good news: A vast majority of all respondents “agree” or “strongly agree” that board members provide input into, and approve, corporate strategy and major policy decisions; represent the interests of shareholders and appropriate

stakeholders; place the interests of the company ahead of their own interests; and devote sufficient time to fulfilling their responsibilities, among other practices. These are results everyone would hope to see!

That said, compared with C-suite executives, board members rate themselves higher across all the performance-related areas explored in our survey. Differences in board performance assessments are most pronounced in three areas:

1. The board is effective in discharging its fiduciary duties and setting the tone for encouraging candor in communications.

2. Board members who fall short of expectations are addressed in a constructive manner.

3. The board functions in a governance capacity (i.e., it does not step into the role of management).

While it may not be surprising that more C-suite leaders see board members as occasionally straying onto their managerial turf, the finding does call for ongoing attention by directors to ensure they are appropriately delineating their oversight responsibilities from management’s day-to-day role.

Views on board performance

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Q.: Rate your level of agreement or disagreement with the following statements about your board (5-point scale where 5 indicates “Strongly agree” and 1 indicates “Strongly disagree”). (Displayed in descending order by percentage of statements ranked “Strongly Agree” and “Agree” by board members.)

Board members (rated “Agree” or “Strongly agree”)

C-suite (rated “Agree” or “Strongly agree”)

Dual role (board member and C-suite executive) (rated “Agree” or “Strongly agree”)

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As noted on page 24, in all aspects of board performance we examined, directors rated their performance higher than senior executives. Perhaps this is due to human nature. But it is also a signal that input from senior executives can be insightful when the board self-assesses its performance.

Only 58% of board members and 36% of C-suite leaders agree that board members falling short of expectations are addressed in a constructive manner, suggesting a need for improvement in elevating the performance of underperforming directors or offboarding directors who are unable to improve their contribution.

The manner in which individual directors interact with each other in and out of the boardroom in discharging their fiduciary duties to the organization on behalf of shareholders is an important foundation for board governance. A healthy board dynamic founded on transparency and trust is an imperative for successful, effectively functioning boards. The following chart focuses on this important area.

Views on board meeting dynamics

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

Our board is constructively engaged during meetings and asks probing questions

members allow for sufficient discussion

members come prepared for each meeting

board meets in executive session

Charter structure is effective in delineating the responsibilities of each committee and the overall board

board develops relationships outside of formal meetings by engaging executives

Q.: In terms of board meeting dynamics, rate your level of agreement or disagreement with the following statements (5-point scale where 5 indicates “Strongly agree” and 1 indicates “Strongly disagree”). (Displayed in descending order by percentage of statements ranked “Strongly Agree” and “Agree” by board members.)

Board members (rated “Agree” or “Strongly agree”)

C-suite (rated “Agree” or “Strongly agree”)

Dual role (board member and C-suite executive) (rated “Agree” or “Strongly agree”)

Overall, survey respondents give high marks to board meeting dynamics. As is the case with board performance, directors rate board meeting dynamics as more effective compared to C-suite respondents. Among all respondents, the highest-rated elements of meeting dynamics include the board’s engagement during meetings (e.g., asking probing questions) and allowing for sufficient discussion.

Of note, C-suite respondents are substantially less likely to agree that 1) board members come prepared for each meeting, and 2) board members are constructively engaged during meetings. For their part, board members agree less frequently that they are given an opportunity to influence the agenda in advance of formal meetings. Of course, preparation is a two-way street. These results suggest the need for candid conversations between the CEO and the board chair or lead director and ultimately within the boardroom itself. Preparedness for and engagement during meetings are table stakes for an effective board. Lack of preparedness and directors who are not fully engaged in meetings are unhealthy behaviors. If some board members are not pulling their weight, that is a relevant topic

between the board chair/lead director and those directors. Addressing the involvement of all directors in setting board meeting agendas may be a useful way to plan for future meetings.

Diversity of thought

When assessing the diversity of thought present on the board, respondents place the greatest value on diversity of skill and experience, industry knowledge and experience, understanding of technology developments/application, knowledge of other industries, and gender diversity. Across all respondents, diverse political views, geographical diversity and generational (age) diversity are less important factors, with fewer than 20% of respondents considering them to be “very important.” In between these two groups are racial diversity and board tenure.

95% of directors believe the board is constructively engaged during meetings and asks probing questions — versus 80% of C-suite executives.

Views on diversity of thought in the boardroom

Shown: Board member vs. C-suite executive vs. Dual role (board member and C-suite executive) responses

These results suggest that skill and experience, industry knowledge, technology savviness, knowledge of other industries, and gender diversity are attributes boards are primarily looking for as they onboard new candidates. These attributes should not rule out the other diversity of thought factors, however. A commitment to the requisite attributes contributing to the desired diversity of thought is a continuous journey. It should be entrenched into the nominating committee’s mindset, criteria and expectations for evaluating board candidates as part of the selection process. A company’s circumstances will change over time, but the need for diversity of thought will not. The critical question: Do the directors serving on the board possess the requisite experience, expertise and knowledge that position them to provide the advice and counsel the CEO needs to succeed?

Q.: How important are the following factors in achieving the desired diversity of thought in the boardroom? (Displayed in descending order by percentage of “Very important” and “Somewhat important” responses by board members.)

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A closer look — talent and culture governance

Our results indicate that talent management and organizational culture demand more board attention — and more consensus

A systemic talent gap restricts organizations’ ability to build new technology competencies; adopt AI, blockchain applications, quantum computing tools and other emerging technologies; and fulfill the promised value of sizeable digital transformation investments. It also can frustrate an organization’s efforts to design and execute differentiating strategies in the marketplace.

A notable divide exists between the board and C-suite in prioritizing similar talent and culture gaps, according to the survey results. When asked to identify priorities that receive insufficient time and attention during board meetings, a substantially higher percentage of C-suite respondents identified corporate culture and hiring/talent management, compared to board respondents (see page 21). More C-suite respondents point to organizational culture as the topmost issue in need of more board consideration and agenda time. Related to this, more C-suite respondents view corporate culture as a threat to

the organization’s growth prospects compared with board member and board member/C-suite respondents. This is a gap that warrants attention in the boardroom.

Corporate culture has fallen under the spotlight in recent years amid the transition to remote and hybrid working models, the entrance into the workplace of multiple generations of workers, and the impact of emerging technologies. Today, more so than in the past, an organizational culture must address an increasingly diverse set of employee priorities and expectations. And this is vital: The strength and health of an organization’s culture will play a growing role in attracting and keeping the best talent and the most difficult-to-source skills.

The board should ensure that the organization’s leaders take a fresh look at the long-term value that a high-performing organizational culture can generate. A first-rate culture diminishes workforce backlash to cost reduction measures, drives a range of favorable short- and long-term business outcomes, and bolsters recruiting and retention activities. Strong organizational cultures also play a pivotal role in helping companies accelerate out of economic downturns

faster than their competitors. And above all, creating a strong company culture is the right thing to do! Taken together, these factors make culture-building a priority.

When it comes to culture, the perception gap between the board and C-suite suggests a need for focused strategic conversations, particularly given the realities of the current labor market in which the entire concept of sourcing skilled labor is undergoing a sea change. There simply is not enough skilled talent walking the streets, and this shortage will only grow more acute in the coming years as the baby-boomer generation transitions into retirement. Traditional HR functions are no longer fit for purpose, making it imperative for organizations to overhaul talent management strategies while leveraging their cultures as a competitive advantage from a recruitment, reskilling, retention and innovation perspective. Boards should evaluate and advise on investments needed to upgrade the organization’s talent strategy so that it is aligned with market realities and the company’s strategy. Succession planning and leadership development activities also warrant more stringent stress-testing from boards.

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge | 28 protiviti.com | boardprospects.com | broadridge.com

A closer look — new and emerging technology governance

Digital transformation, the integration of new technologies and cybersecurity warrant more board attention

The discussion of talent and culture is interrelated with the conversation around new and emerging technologies. Managing the evolving digital landscape and implementing complex digital strategies require the best and brightest talent. “Talent wins” is a cliché that applies especially in the digital game. Conversely, digital technologies are powerful enablers of increased productivity, innovative strategies and cost savings, providing a pathway for companies to manage the impact of skilled labor shortages. These developments offer exciting opportunities, but not without a downside. As digital initiatives, AI (including generative AI), cloud and the anticipated emergence of quantum computing introduce new infrastructure and capabilities, fresh cyber threats are spawned that require new proactive and reactive countermeasures. Geopolitical tensions and increasing reliance on third parties are also contributing to the cyber threat landscape. Data privacy issues emerge, as well.

In our view, to keep pace with evolving markets, boards should possess the knowledge and expertise to understand and assess the organization’s core technology strategy and operations while evaluating and contributing to capital allocation decisions regarding potential technology investments. Also, when needed, directors should engage in strategic conversations around digital innovation initiatives and thinking.

As is the case with talent management and organizational cultures, board members and executive leaders should consider devoting sufficient meeting time to focus on opportunities and risks related to digital transformation, cybersecurity, third-party relationships, AI applications and other technology-related matters.

Directors should engage in strategic conversations around digital innovation initiatives and thinking.

Boards should emphasize the importance of staying close to the customer experience, keeping an eye on relevant market trends, organizing for speed and embracing change. As most innovation is technology-driven, the boardroom agenda should allocate sufficient time to discuss the company’s innovation strategy. This dialogue should be supported with appropriate innovation-related metrics that summarize the results the strategy is delivering, return on investment, and the effectiveness of the company’s innovation culture and capabilities.

Some provocative questions to launch this discussion

• Is our business model being disrupted? If it is, how and when would we know?

• Is our culture encouraging challenges to conventional thinking and disruption of long-standing ways of working that are obstacles to aligning our business model and strategy with new market realities, improving the customer experience and re-imagining internal processes?

• Do we have access to sufficient intelligence regarding changes in competitors, customers, suppliers, new and emerging technologies, regulatory requirements, and other relevant external forces? Have we thought about how competitors or unexpected market developments could bring down our company?

• How are new and emerging technologies affecting our industry? Are we monitoring what our competitors are doing? Are we exposed to the risk of new market entrants, especially those that are “born digital”?

• Is the executive team aligned in formulating and executing the transformation roadmap? Is the CEO satisfied the executive team members and their direct reports are sufficiently agile and adaptive to pivot in the face of unexpected market disruption?

• Is the company recognizing market opportunities and emerging risks early enough and addressing them with timely adjustments to its strategy and infrastructure?

• Are we staying in touch with our customers and the customer experience? Are our insights data-driven?

In closing

Corporate boards and C-suites are not designed, intended or expected to see eye-to-eye on every matter. But when these differing perspectives are not probed and understood in a constructive, trust-based and transparent manner, opportunities for improving board and C-suite performance can be missed. Moreover, the effectiveness of board oversight can be impeded by an obstructive dissonance. However, when differences in perceptions about the board and its work are discussed openly within the context of shared goals, mutual understanding and respectfully candid interactions, a creative tension emerges — and this dynamic of trust and transparency leads to greater clarity regarding the board’s priorities and performance.

We hope that this survey contributes to ongoing selfassessment and continuous improvement.

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge | 31 protiviti.com | boardprospects.com | broadridge.com

Methodology and demographics

Protiviti, Broadridge and BoardProspects conducted the Global Board Governance Survey in the fourth quarter of 2023. The study was designed to gain the perspectives of board members, CEOs and other C-level executives, identifying opportunities for improving boardroom performance by analyzing key differences in viewpoints between board members and the C-suite regarding the board’s effectiveness. We polled more than 1,000 (n=1,006) board members and C-suite executives, who also were asked to provide demographic information about the nature, size and location of their businesses, their titles or positions, and in the case of directors, information about their roles on the board. For a number of questions, the responses of directors who serve on multiple boards reflect the largest company for which the director serves on the board. We are very appreciative of and grateful for the time invested in our study by these individuals.

* Board members only

* Board members only

* Board members only

©BoardProspects, Inc. 2010-2024. All rights reserved.

protiviti.com | boardprospects.com | broadridge.com

|

Views on Board Governance — Where Directors and C-Suite Leaders Align and Diverge | 35 protiviti.com | boardprospects.com | broadridge.com

©BoardProspects, Inc. 2010-2024. All rights reserved.

About Protiviti

Protiviti (www.protiviti.com) is a global consulting firm that delivers deep expertise, objective insights, a tailored approach and unparalleled collaboration to help leaders confidently face the future. Protiviti and our independent and locally owned Member Firms provide clients with consulting and managed solutions in finance, technology, operations, data, analytics, digital, legal, HR, governance, risk and internal audit through our network of more than 85 offices in over 25 countries.

Named to the 2023 Fortune 100 Best Companies to Work For® list, Protiviti has served more than 80 percent of Fortune 100 and nearly 80 percent of Fortune 500 companies. The firm also works with smaller, growing companies, including those looking to go public, as well as with government agencies. Protiviti is a wholly owned subsidiary of Robert Half (NYSE: RHI). Founded in 1948, Robert Half is a member of the S&P 500 index.

About BoardProspects

BoardProspects.com is an innovative software platform designed to help corporations cost-effectively identify, assess and recruit world class board members from its community of thousands of highly credentialed board candidates. The BoardProspects platform leverages technology to improve the board recruitment process for publicly traded and private corporations by providing the tools and features necessary to create and maintain a diverse and talented board succession pipeline.

About Broadridge

Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $6 billion in revenues, provides the critical infrastructure that powers investing, corporate governance and communications to enable better financial lives. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers and public companies. Broadridge’s infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. In addition, Broadridge’s technology and operations platforms underpin the daily trading of on average more than U.S. $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work®, Broadridge is a part of the S&P 500® Index, employing over 14,000 associates in 21 countries. For more information about Broadridge, please visit www.broadridge.com.

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Board Appointments & Resignations

March 2024

Publicly Traded Corporations

Basic Materials

Board Appointments & Resignations

International Paper (NYSE: IP)

Names Andrew Silvernail CEO and he is appointed to the Board of DIrectors.

Perpetua Resources (NASDAQ: PPTA)

Jonathan Cherry named CEO and he is appointed to the Board of Directors. Mr. Cherry is the former CEO at PolyMet Mining.

JONATHAN CHERRY

New Board Appointments Consumer Discretionary

SONIA JAIN

BRADFORD RICHMOND

Advance Auto Parts (NYSE: AAP)

Appoints Brent Windom, Gregory Smith, and Thomas Seboldt to the Board of Directors. Mr. Windom is the President at Windom Consulting LLC., Mr. Smith is the EVP, Global Operation and Supply Chain at Medtronic, and Mr. Seboldt is the President of Seboldt Consulting Services LLC.

AMC Entertainment (NYSE: AMC)

Appoints Sonia Jain to the Board of Directors. Ms. Jain is the CFO at Cars. com.

Big Lots (NYSE: BIG)

Appoints Maureen Short to the Board of Directors. Ms. Short is the former CFO at Upbound Group.

BJ’s Restaurants (NASDAQ: BJRI)

Appoints Bradford Richmond to the Board of Directors. Mr. Richmond is the former CFO at Darden Restaurants.

Chefs Warehouse (NASDAQ: CHEF)

Appoints Lester Owens, Richard Peretz and Wendy Weinstein to the Board of Directors. Mr. Owens is a former EVP at Wells Fargo, Mr. Peretz is a Venture Partner at Playground Global and Ms. Weinstein is an Independent Marketing Consultant.

Children’s Place (NASDAQ: PLCE)

Appoints Doug Edwards to the Board of Directors. Mr. Edwards is the former Interim General Counsel at Wells Fargo.

Citi Trends (NASDAQ: CTRN)

Appoints David Heath, Charles Liu and Michael Kvitko to the Board of Directors. Mr. Heath is a former VP at Nike, Mr. Liu is the COO at Away and Mr. Kvitko is the former CEO at Forman Mills.

Clarus (NASDAQ: CLAR)

Appoints Roger Werner to the Board of Directors. Mr. Werner is an Advisor and a Director at The MotorTrend Group.

Fiserv (NYSE: FI)

Appoints Ajei Gopal to the Board of Directors. Mr. Gopal is the CEO at ANSYS.

Genco Shipping & Trading (NYSE: GNK)

Appoints Paramita Das to the Board of Directors. Ms. Das is the Head Marketing, Development and ESG at Rio Tinto.

Hasbro (NASDAQ: HAS)

Appoints Frank Gibeau, Darin Harris and Owen Mahoney to the Board of Directors. Mr. Gibeau is the President at Zynga, Mr. Harris is the CEO at Jack in the Box and Mr. Mahoney is the CEO at Nexon.

AJEI GOPAL

New Board Appointments Consumer Discretionary

Helen of Troy (NASDAQ: HELE)

Noel Geoffroy promoted to CEO and she is appointed to the Board of Directors. Ms. Geoffroy is the former COO at Sanofi SA.

Hertz Global (NASDAQ: HTZ)

Names Wayne West CEO and he is appointed to the Board of Directors. Mr. West is the Chief Operating Officer at Cruise.

Kontoor Brands (NYSE: KTB)

Appoints Mary Campbell to the Board of Directors. Ms. Campbell is the former President, Commerce Ventures at Qurate Retail Group.

Lindblad Expeditions (NASDAQ: LIND)

Appoints Pam Kaufman to the Board of Directors. Ms. Kaufman is the Division CEO of International Markets, Global Consumer Products & Experiences at Paramount.

MSCI (NYSE: MSCI)

Appoints Chirantan Desai to the Board of Directors. Mr. Desai is the COO at ServiceNow.

PayPal (NASDAQ: PYPL)

Appoints Carmine Di Sibio to the Board of Directors. Ms. Di Sibio is the Chair of the Board and Chief Executive Officer at EY.

Performant Financial (NASDAQ: PFMT)

Appoints Shantanu Agrawal to the Board of Directors. Mr. Agrawal is the Chief Health Officer at Elevance Health.

Scholastic (NASDAQ: SCHL)

Appoints Alix Guerrier and Kaya Henderson to the Board of Directors. Mr. Guerrier is the CEO at DonorsChoose and Ms. Henderson is the CEO at Reconstruction.

Signet Jewelers (NYSE: SIG)

Appoints Sandra Cochran to the Board of Directors. Ms. Cochran is the former Executive Chair of the Board and CEO at Cracker Barrel Old Country Store.

Tapestry (NYSE: TPR)

Appoints Kevin Hourican and David Elkins to the Board of Directors. Mr. Hourican is the CEO at Sysco Corp and Mr. Elkins is the Executive Vice President and CFO at Bristol Myers Squibb.

Texas Roadhouse (NASDAQ: TXRH)

Appoints Jane Grote Abell to the Board of Directors. Ms. Grote Abell is the Executive Chairwoman, Chief Purpose Officer, and Founding Family at Donatos Pizza & Jane’s Dough Premium Foods.

MARY CAMPBELL

CARMINE DI SIBIO

SANDRA COCHRAN

New Board Appointments

United Airlines (NASDAQ: UAL)

Appoints Rosalind Brewer to the Board of Directors. Ms. Brewer is the former CEO at Walgreens Boots Alliance.

Vail Resorts (NYSE: MTN)

Appoints Reginald Chambers to the Board of Directors. Mr. Chambers is the Chief Transformation Officer at TIAA.

Wheels Up Experience (NYSE: UP)

Appoints Tom Klein to the Board of Directors. Mr. Klein is the former CEO at Sabre.

Yelp (NYSE: YELP)

Appoints Dan Jedda to the Board of Directors. Mr. Jedda is the Chief Financial Officer at Roku.

ROSALIND BREWER

DAN JEDDA

BRIAN NICCOL

Resignations/Retirements Consumer Discretionary

Amcor plc (NYSE: AMCR)

Ronald Delia to retire as CEO and from the Board of Directors.

Bright Horizons Family Solutions (NYSE: BFAM)

Sara Lawrence-Lightfoot retires from the Board of Directors. Ms. Lawrence-Lightfoot is a Professor of Education at Harvard University.

Carriage Services (NYSE: CSV)

Melvin Payne to leave the Board of Directors. Mr. Payne is the former CEO at Carriage Services.

Carrols Restaurant (NASDAQ: TAST)

Matt Dunnigan resigns from the Board of Directors. Mr. Dunnigan is the CFO at Restaurant Brands International.

Cheesecake Factory (NASDAQ: CAKE)

Herbert Simon retires from the Board of Directors. Mr. Simon is the Chair of the Board Emeritus at Simon Property Group.

Distribution Solutions Grp (NASDAQ: DSGR)

Andrew Albert to leave the Board of Directors. Mr. Albert is the Managing Director and Operating Partner at Svoboda Capital.

Dutch Bros (NYSE: BROS)

Blythe Jack resigns from the Board of Directors. Mr. Jack is the Managing Director at TSG Consumer Partners.

Escalade (NASDAQ: ESCA)

Anita Sehgal to leave the Board of Directors. Ms. Sehgal is the SVP, Marketing & Communications at the Houston Astros.

Fidelity National Info Srvs (NYSE: FIS)

Ellen Alemany to leave the Board of Directors. Ms. Alemany is the former CEO and Chair of the Board at CIT Group.

Innovid (NYSE: CTV)

Rachel Lam resigns from the Board of Directors. Ms. Lam is the Co-Founder and Managing Partner at Imagination Capital.

JJill (NYSE: JILL)

James Scully to leave the Board of Directors. Mr. Scully is the President at Elm Street Advisors.

KB Home (NYSE: KBH)

Brian Niccol to leave the Board of Directors. Mr. Niccol is the Chair of the Board and CEO at Chipotle Mexican Grill.

LKQ (NASDAQ: LKQ)

Joseph Holsten to leave the Board of Directors. Mr. Holsten is the former Executive Chair of the Board and CEO at LKQ.

SARA LAWRENCELIGHTFOOT

BLYTHE JACK

Resignations/Retirements Consumer Discretionary

Meritage Homes (NYSE: MTH)

Raymond Oppel retires from the Board of Directors. Mr. Oppel is the Founder and former CEO and Chair of the Board at The Oppel Jenkins Group.

O-I Glass (NYSE: OI)

Andres Lopez retires as CEO and from the Board of Directors.

Oshkosh (NYSE: OSK)

John Shiely resigns from the Board of Directors. Mr. Shiely is the former Chair of the Board and Chief Executive Officer at Briggs & Stratton.

Papa John’s Int’l (NASDAQ: PZZA)

Shaquille O’Neal to leave the Board of Directors. Mr. O’Neal is a Sports Analyst on Inside The NBA.

Petco Health & Wellness (NASDAQ: WOOF)

Ronald Coughlin departs as the CEO and Chair of the Board. Mr. Coughlin is the former President - Personal Systems at HP.

Pool (NASDAQ: POOL)

Robert Sledd retires from the Board of Directors. Mr. Sledd is the Managing Partner at Pinnacle Ventures.

SkyWest (NASDAQ: SKYW)

Jerry Atkin retires from the Board of Directors. Mr. Atkin is the former Chair of the Board and Chief Executive Officer at SkyWest.

Sleep Number (NASDAQ: SNBR)

Daniel Alegre to leave the Board of Directors. Mr. Alegre is the CEO at Yuga Labs.

SpartanNash (NASDAQ: SPTN)

Hawthorne Proctor and William Voss retire from the Board of Directors. Mr. Proctor is a Retired Major General of the U.S. Army and Mr. Voss is the former Chair of the Board at Nash Finch.

ThredUp (NASDAQ: TDUP)

Marcie Vu to leave the Board of DIrectors. Ms. Vu is a Partner at Greycroft.

Tutor Perini (NYSE: TPC)

Michael Klein retires from the Board of Directors. Mr. Klein is the former Chair of the Board and he is the Co-Founder at CoStar Group.

Universal Technical Institute (NYSE: UTI)

David Blaszkiewicz resigns from the Board of Directors. Mr. Blaszkiewicz is the CEO at Invest Detroit.

SHAQUILLE O’NEAL

JERRY ATKIN

MARCIE VU

Resignations/Retirements

VSE (NASDAQ: VSEC)

Calvin Koonce retires from the Board of Directors. Mr. Koonce is the President and Managing Director of Montgomery Investment Management, Inc.

Willdan Grp (NASDAQ: WLDN)

Keith Renken retires from the Board of DIrectors. Mr. Renken is the former Senior Partner at Deloitte.

WW Int’l (NASDAQ: WW)

Oprah Winfrey to leave the Board of Directors. Ms. Winfrey is a talk show host, television producer, actress, author, and media proprietor.

OPRAH WINFREY

Different perspectives spark new thinking

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The KPMG Board Leadership Center engages with directors to explore the critical issues driving corporate DEI and board agendas.

Learn more at KPMG.com/us/BLC

Celsius (NASDAQ: CELH)

Alexandre Ruberti resigns from the Board of Directors. Mr. Ruverti is the Chief Executive Officer at Future Farm USA.

Hormel Foods (NYSE: HRL)

Jose Luis Prado resigns from the Board of Directors. Mr. Prado is the Executive Chair of the Board at Palmex Alimentos.

Kraft Heinz (NASDAQ: KHC)

Gregory Abel and Susan Mulder retire from the Board of Directors. Mr. Abel is the Vice Chair, Non-Insurance Operations at Berkshire Hathaway and Ms. Mulder is the Global Brand President at Timberland.

JOSE LUIS PRADO

New Board Appointments Energy

Berry Corp (NASDAQ: BRY)

Appoint Fernando Araujo to the Board of Directors. Mr. Fernando is the CEO at Berry Corp.

Black Stone Minerals (NYSE: BSM)

Appoints AJ Longmaid to the Board of Directors. Mr. Longmaid is the President at Longmaid Designs.

CVR Energy (NYSE: CVI)

Appoints Dustin DeMaria and Mark Smith to the Board of Directors. Mr. DeMaria is an Investment Analyst at Icahn Enterprises and Mr. Smith is the former Chief Executive Officer at Philadelphia Energy.

GrafTech Int’l (NYSE: EAF)

Tim Flanagan promoted to CEO and he is appointed to the Board of Directors. Mr. Flanagan Executive Vice President, Chief Financial Officer at Cleveland-Cliffs Inc.

Talos Energy (NYSE: TALO)

Appoints Joseph Mills to the Board of Directors. Mr. Mills is the former CEO at Samson Resources.

MARK SMITH

DUSTIN DEMARIA

Resignations/Retirements

Exxon Mobil (NYSE: XOM)

Susan Avery to leave the Board of Directors. Ms. Avery is the former President at University Colorado Boulder.

Plug Power (NASDAQ: PLUG)

Lucas Schneider resigns from the Board of Directors. Mr. Schneider is the CEO at Refraction AI.

SUSAN AVERY

Time to Update Your Pay Plan?

As your company responds to these uncertain times, your pay plan should too. Take this diagnostic to see whether you should revise your executive and employee pay programs.

What is your company experiencing?

† Shifting company economics (e.g., growth, downturn, turnaround situation)

† Change in strategy

† New executive leadership or governance

† Change in shareholders or structure (e.g., combination or divestiture)

How is pay perceived?

† Out-of-step or inflexible in today's environment

† Misaligned with the goals, time horizon or risk to the firm

† Unfair or inequitable

† Below competitive or, conversely, a windfall to recipients

† Either too high or low relative to performance, contribution, or e ort

† Too complex or not valued by executives or employees

What external factors are you facing?

† Shifting industry economics or increased volatility

† Challenges in recruiting talent in “hot” geographies or critical skill sets

† Pressure from external stakeholders

† Reacting to changes in accounting, tax, and legal regulations

Are you seeing unintended behaviors?

† Pay plans or measures are creating unintended behaviors / results

† Discretionary payments are needed to produce more fair and equitable pay levels

† Individual “one-o ” compensation negotiations occur frequently

† Turnover is higher than normal or unexpected

† Pay conversations take a significant amount of time to discuss and resolve

We are ready to help you – from compensation audit to full plan redesign. Call one of our four o ces or email us at info@capartners.com.

York, NY 10036 Phone: (212) 921-9350 www.capartners.com

New Board Appointments Finance

Ally Financial (NYSE: ALLY)

Michael Rhodes named CEO and he is appointed to the Board of Directors. Mr. Rhodes is the former Chief Executive Officer at Discover Financial Services.

American Financial (NYSE: AFG)

Appoints Roger Newport to the Board of Directors. Mr. Newport is the former CEO at AK Steel.

Bridger Aerospace (NASDAQ: BAER)

Appoints David Schellenberg and Elizabeth Fascitelli to the Board of Directors. Mr. Schellenberg is the former CEO at Conair Group and Ms. Fascitelli is a former Partner, Managing Director and COO of the Merchant Banking Division at Goldman Sachs Group.

Capital One (NYSE: COF)

Appoints Suni Harford to the Board of Directors. Ms. Harford is the former President, Asset Management & Executive Committee Chair at UBS.

Corebridge Financial (NYSE: CRBG)

Appoints Deborah Leone to the Board of Directors. Ms. Leone is a former Partner and COO Investment Management Division at Goldman Sachs.

Cushman & Wakefield plc (NYSE: CWK)

Appoints Jennifer McPeek and Rajesh Vennam to the Board of Directors. Ms. McPeek is the former Chief Financial Officer at Russell Investments and Mr. Vennam is the Chief Financial Officer at Darden Restaurants.

FRP Holdings (NASDAQ: FRPH)

Appoints David DeVilliers and Matt McAfee to the Board of Directors. Mr. DeVilliers is the President and Vice Chair of the Board at FRP Holdings and Mr. McAfee is the Founder and Partner at Driver, McAfee, Hawthorne, and Diebenow PLLC.

Hamilton Insurance (NYSE: HG)

Appoints Therese Vaughan and Neil Patterson to the Board of Directors. Ms. Vaughan is the CEO at National Association Insurance Commissioners and Mr. Patterson is a former Partner at KPMG.

New York Community Bancorp (NYSE: NYCB)

Appoints Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski to the Board of Directors. Mr. Mnuchin is the Founder and Managing Partner at Liberty Strategic Capital, Mr. Otting is the CEO-Elect at New York Community Bancorp, Mr. Berlinski is a Managing Partner at Reverence Capital, and Mr. Puwalski Hudson Bay.

Old Republic Int’l (NYSE: ORI)

Appoints Therace Risch to the Board of Directors. Ms. Risch is the Chief Information & Technology Officer at American Electric Power.

ROGER NEWPORT

SUNI HARFORD

THERACE RISCH

New Board Appointments Finance

GLENN MARINO

Oppenheimer (NYSE: OPY)

Appoints Suzanne Spaulding to the Board of Directors. Ms. Spaulding is the Senior Adviser for Homeland Security at the Center for Strategic and International Studies.

Palomar (NASDAQ: PLMR)

Appoints Thomas Bradley to the Board of Directors. Mr. Bradley is the former Executive Chair of the Board and the CEO at Argo Group Int’l.

PRA Grp (NASDAQ: PRAA)

Appoints Glenn Marino to the Board of Directors. Mr. Marino is the former CEO at Synchrony Financial.

Tradeweb Markets (NASDAQ: TW)

Appoints Lisa Opoku to the Board of Directors. Ms Opoku is a former Partner and COO Asia Pacific at Goldman Sach.

Resignations/Retirements Finance

Arch Capital (NASDAQ: ACGL)

Eric Doppstadt and Louis Paglia resigned from the Board of Directors. Mr. Doppstadt is the Chief Investment Officer at Ford Foundation and Mr. Paglia is the Founder at Oakstone Capital.

Cushman & Wakefield (NYSE: CWK)

Timothy Dattels retires from the Board of DIrectors. Mr. Dattels is the Senior Advisor at TPG Global Ptnr COB Asia

Chubb Ltd (NYSE: CB)

Kathy Bonanno to leave the Board of Directors. Ms. Bonanno is a Business Finance Officer at Google Cloud.

Discover Financial Services (NYSE: DFS)

Michael Rhodes resigns as the Chief Executive Officer and from the Board of Directors. Mr. Rhodes is the Chief Executive Officer at Ally Financial.

Freddie Mac (OTCMKTS: FMCC)

Michael DeVito departs as CEO and from the Board of Directors. Mr. DeVito is the former EVP - Head of Home Lending at Wells Fargo.

Hagerty (NYSE: HGTY)

Michael Angelina retires from the Board of Directors. Mr. Angelina is a Principal at RMA Consultants, LLC.

Marsh & McLennan Cos (NYSE: MMC)

Bruce Nolop retires from the Board of Directors. Mr. Nolop is the former CFO at E*Trade Financial.

Open Lending (NASDAQ: LPRO)

Keith Jezek departs as CEO and from the Board of Directors. Mr. Jezek is the former President, Retail & Media Solutions at Cox Automotive Inc.

StoneX (NASDAQ: SNEX)

Scott Branch retires from the Board of Directors. Mr. Branch is the former President at StoneX.

SLM (NASDAQ: SLM)

Shannon Watkins resigns from the Board of Directors. Ms. Watkins is the Global CMO at Jordan Brand Nike.

Walker & Dunlop (NYSE: WD)

Michael Warren to leave the Board of Directors. Mr. Warren is the Global Managing Director at Albright Stonebridge Group.

KATHY BONANNO

SHANNON WATKINS

BRUCE NOLOP

New Board Appointments

3M (NYSE: MMM)

William Brown named CEO and he is appointed to the Board of Directors. Mr. Brown is the former Chair of the Board and CEO at L3Harris.

Alkermes (NASDAQ: ALKS)

Appoints Nancy Lurker to the Board of Directors. Ms. Lurker is the former President and CEO at EyePoint Pharmaceuticals.

Atossa Therapeutics (NASDAQ: ATOS)

Appoints Tessa Cigler to the Board of Directors. Ms. Cigler is a Medical Oncologist at Weill Cornell Medical.

Cardinal Health (NYSE: CAH)

Appoints Robert Azelby to the Board of Directors. Mr. Azelby is the former CEO at Eliem Therapeutics.

Castle Biosciences (NASDAQ: CSTL)

Appoints Rodney Cotton to the Board of Directors. Mr. Cotton is the former Chief of Staff at Roche Diagnostics.

Cencora (NYSE: COR)

Robert Mauch is promoted to CEO and he is appointed to the Board of Directors. Mr. Mauch is the former EVP and Chief Operating Officer at Cencora.

DocGo (NASDAQ: DCGO)

Appoints Lee Bienstock to the Board of Directors. Mr. Biestock is the CEO at DocGo.

Dyne Therapeutics (NASDAQ: DYN)

John Cox named CEO and he is appointed to the Board of Directors. Mr. Cox is the former Chief Executive Officer at Repertoire Immune Medicines.

Gossamer Bio (NASDAQ: GOSS)

Appoints Steven Nathan and Skye Drynan to the Board of Directors. Mr. Nathan is the Medical Director at Inova and Ms. Drynan is the Founder and CEO at House of Skye.

Immuneering (NASDAQ: IMRX)

Appoints Thomas Schall to the Board of Directors. Mr. Schall is the Founder and former CEO and Chair of the Board at ChemoCentryx.

Iovance Biotherapeutics (NASDAQ: IOVA)

Appoints Frederick Vogt to the Board of Directors. Mr. Vogt is the Interim CEO and General Counsel at Iovance Biotherapeutics.

Lifestance Health (NASDAQ: LFST)

Appoints Teresa DeLuca to the Board of Directors. Ms. DeLuca is the former Managing Director, NY Life Science Venture Fund at Columbia University - New York.

WILLIAM BROWN

RODNEY COTTON

TERESA DELUCA

New Board Appointments

MiMedx (NASDAQ: MDXG)

Appoints Tiffany Olson and Dorothy Puhy to the Board of Directors. Ms. Olson is the former President, Nuclear & Precision Health Solutions at Cardinal Health and Ms. Puhy is the former COO at Dana-Farber Cancer Institute.

Ocean Biomedical (NASDAQ: OCEA)

Appoints Amy Griffith to the Board of Directors. Ms. Griffith is the Head of Government Relations & External Affairs North America at McCain Foods.

Pyxis Oncology (NASDAQ: PYXS)

Appoints Santhosh Palani to the Board of Directors. Mr Palani is a former Partner at PFM Health Sciences.

Repligen (NASDAQ: RGEN)

Appoints Margaret Pax to the Board of Directors. Ms. Pax is the former VP, Strategy & Innovation at Thermo Fisher Scientific.

Replimune (NASDAQ: REPL)

Sushil Patel promoted to CEO and he is appointed to the Board of Directors. Mr. Patel is the former Chief Strategy Officer at Replimune.

STAAR Surgical (NASDAQ: STAA)

Appoints Arthur Butcher and Wei Jiang to the Board of Directors. Mr. Butcher is the Group President, MedSurg and Asia Pacific at Boston Scientific and Mr. Jiang is the former President, China Region at Bayer Pharmaceutical.

Third Harmonic Bio (NASDAQ: THRD)

Appoints Geoff McDonough to the Board of Directors. Mr. McDonough is the Chief Executive Officer at Generation Bio.

Vaxart (NASDAQ: VXRT)

Steven Lo named CEO and he is appointed to the Board of Directors. Mr. Lo is the former CEO at Valitor.

Y-mAbs Therapeutics (NASDAQ: YMAB)

Appoints Mary Tagliaferri to the Board of Directors. Ms. Tagliaferri is the Chief Medical Officer at Nektar Therapeutics.

Zymeworks (NASDAQ: ZYME)

Appoints Neil Gallagher to the Board of Directors. Mr. Gallagher is the President R&D at Syndax Pharmaceuticals.

AMY GRIFFITH

SUSHIL PATEL

Resignations/Retirements

Bristol-Myers Squibb (NYSE: BMY)

Gerald Storch to leave the Board of Directors. Mr. Storch is the CEO at Storch Advisors.

Centene (NYSE: CNC)

James Murray retires from the Board of Directors. Mr. Murray is the former Chief Operating Officer at Centene.

Compass Pathways (NASDAQ: CMPS)

George Goldsmith and Ekaterina Malievskaia resign from the Board of Directors. Mr. Goldsmith is the former Chair of the Board and CEO at Tapestry Networks and Ms. Malievskaia is the former Chief Innovation Officer at Compass Pathways.

Dentsply Sirona (NASDAQ: XRAY)

Eric Brandt to leave the Board of Directors. Mr. Brandt is the former CFO at Broadcom.

JACQUELINE WRIGHT

Exelixis (NASDAQ: EXEL)

Jacqueline Wright to leave the Board of Directors. Ms. Wright is the Senior Partner at McKinsey.

InfuSystem (NYSEAMERICAN: INFU)

Rimmy Malhotra resigns from the Board of Directors. Mr. Malhotra is a Managing Partner at Nicoya Capital.

Integra Lifesciences (NASDAQ: IART)

Jan De Witte retires as CEO and from the Board of Directors. Mr. De Witte is the former CEO at Barco.

Northwest Biotherapeutics (OTCMKTS: NWBO)

Jerry Jasinowski retires from the Board of Directors. Mr. Jasinowski is the former CEO at National Association of Manufacturers.

Nu Skin Enterprises (NYSE: NUS)

Andrew Lipman retires from the Board of Directors. Mr. Lipman is a Partner at Morgan, Lewis & Bockius Law Firm.

OPKO Health (NASDAQ: OPK)

Alexis Borisy to leave the Board of Directors. Mr. Borisy is a Biotechnology Entrepreneur Investor.

Perrigo (NYSE: PRGO)

Erica Mann to leave the Board of Directors. Mr. Mann is the former President Consumer Health at Bayer Consumer Health Division.

SAGE Therapeutics (NASDAQ: SAGE)

Steven Paul retires from the Board of Directors. Mr. Paul is the Co-Founder and served as the interim start-up Head of R&D at SAGE Therapeutics.

GERALD STORCH

ERICA MANN

Resignations/Retirements

Quidelortho (NASDAQ: QDEL)

Douglas Bryant departs as CEO and resigns from the Board of Directors.

Veracyte (NASDAQ: VCYT)

John Bishop retires from the Board of Directors. Mr. Bishop is the former CEO at Cepheid.

Verona Pharma (NASDAQ: VRNA)

Rishi Gupta resigns from the Board of Directors. Mr. Gupta is a Partner at OrbiMed Advisors.

JOHN BISHOP

New Board Appointments

Bel Fuse (NASDAQ: BELFA)

Appoints David Valletta to the Board of Directors. Mr. Valletta is the former VP, WW Sales at Vishay Intertechnology.

Celanese (NYSE: CE)

Appoints Timothy Go to the Board of Directors. Mr. Go is the CEO at HF Sinclair.

Chemours (NYSE: CC)

Denise Dignam promoted to CEO and she is appointed to the Board of DIrectors. Ms. Dignam is the interim CEO & Division President at Titanium Technologies.

Columbus McKinnon (NASDAQ: CMCO)

Appoints Chris Stephens to the Board of Directors. Mr. Stephens is the former Chief FInancial Officer at Sealed Air .

Entegris (NASDAQ: ENTG)

Appoints David Reeder to the Board of Directors. Mr. Reeder is the CFO at Chewy.

Fubotv (NYSE: FUBO)

Appoints Neil Glat to the Board of Directors. Mr. Glat is a Managing Member at NG Strategies.

FutureFuel (NYSE: FF)

Appoints Bruce Greer to the Board of Directors. Mr. Greer is the former Vice President of Strategic Planning & IT at Olin Corporation.

IonQ (NYSE: IONQ)

Appoints Robert Cardillo and William Scannell to the Board of Directors. Mr. Cardillo is the Chief Strategist at Planet Labs and Mr. Scannell is the President, Global Sales Customer Ops at Dell Technologies.

Kennametal (NYSE: KMT)

Sanjay Chowbey promoted to CEO and he is appointed to the Board of Directors. Mr. Chowbey is the former Division President, Metal Cutting Segment at Kennametal.

Knight-Swift Transportation (NYSE: KNX)

Adam Miller is promoted to CEO and he is appointed to the Board of Directors. Mr. Miller is the former CFO and President at Swift. Transportation.

Lennox Int’l (NYSE: LII)

Appoints Sivasankaran Somasundaram to the Board of Directors. Mr. Somasundaram is the President and CEO at ChampionX Corp.

TIMOTHY GO

CHRIS STEPHENS

SANJAY CHOWBEY

New Board Appointments

Linde plc (NASDAQ: LIN)

Appoints Paula Rosput Reynolds to the Board of Directors. Ms. Rosput Reynolds is the former CEO at Duke Energy Power Services.

MasterBrand (NYSE: MBC)

Appoints Patrick Shannon to the Board of Directors. Mr. Shannon is the former Chief Financial Officer at Allegion.

Mastercraft Boat (NASDAQ: MCFT)

Brad Nelson named CEO and he is appointed to the Board of Directors. Mr. Nelson is the former President - Commercial Division at Oshkosh.

Minerals Technologies (NYSE: MTX)

Appoints Kristina Johnson to the Board of DIrectors. Ms. Johnson is the former President at the Ohio State University.

MRC Global (NYSE: MRC)

Appoints David Hager to the Board of Directors. Mr. Hager is the former Executive Chair of the Board and CEO at Devon Energy.

NOV (NYSE: NOV)

Appoints Patricia Martinez to the Board of Directors. Ms. Martinez is the former Chief Energy Transition Officer & President Latin America at Enerflex.

Onto Innovation (NYSE: ONTO)

Appoints Susan Lynch to the Board of Directors. Ms. Lynch is the former Chief Financial Officer at Vectrus.

Senseonics (NYSEAMERICAN: SENS)

Appoints Brian Hansen to the Board of Directors. Mr. Hansen is the Division President at Ascensia Diabetes Care.

Titan Int’l (NYSE: TWI)

Appoints Kim Marvin to the Board of Directors. Mr. Marvin is a General Partner, Transactions at AIP.

Watts Water Technologies (NYSE: WTS)

Appoints Kenneth Napolitano to the Board of Directors. Mr. Napolitano is the former President - Applied Water Systems & Americas Commercial Team at Xylem.

PAULA ROSPUT REYNOLDS

KRISTINA JOHNSON

PATRICIA MARTINEZ

EMMANUEL LAGARRIGUE

Resignations/Retirements

American Vanguard (NYSE: AVD)

Mort Erlich retires from the Board of Directors. Mr. Erlich is a former Partner at KPMG.

Axon Enterprise (NASDAQ: AXON)

Mark Kroll resigns from the Board of Directors. Mr. Kroll is the former Chief Technology Officer at St. Jude Medical.

Celanese (NYSE: CE)

William Brown resigns from the Board of Directors. Mr. Brown is the CEO at 3M.

Gibraltar Industries (NASDAQ: ROCK)

Craig Hindman retires from the Board of Directors. Mr. Hindman is the former Executive Vice President and CEO at ITW.

Ingevity (NYSE: NGVT)

William Slocum resigns from the Board of Directors. Mr. Slocum is a Partner at Inclusive Capital Partners.

John Bean Technologies (NYSE: JBT)

Emmanuel Lagarrigue resigns from the Board of Directors. Mr. Lagarrigue is a Partner at KKR.

Orion Grp (NYSE: ORN)

Richard Daerr to leave the Board of Directors. Mr. Daerr is the Founder at RK Enterprises.

Werner Enterprises (NASDAQ: WERN)

Vikram Mansharamani resigns from the Board of Directors. Mr. Mansharamani is the Founder and President at Kelan Advisors.

MARK KROLL

Introducing the Executive Benefit Program. Top-tier Cyber Safety to help keep your company and leadership team safer in today’s digital world

Resignations/Retirements

PATRICIA S.

Bath & Body Works (NYSE: BBWI)

Patricia S. Bellinger and Michael Morris to leave the Board of Directors. Ms. Bellinger is the former Chief of Staff at Harvard University and Mr. Morris is the former CEO and Chair of the Board at AEP.Founder and CFO at 2U.

BELLINGER

New Board Appointments

Alliant Energy (NASDAQ: LNT)

Appoints Christie Raymond to the Board of Directors. Ms. Raymond is the Chief Marketing Officer at Kohl’s.

Altus Power (NYSE: AMPS)

Appoints Robert Bernard to the Board of Directors. Mr. Bernard is the Chief Sustainability Officer at CBRE.

Cadiz (NASDAQ: CDZI)

Appoints Barbara Lloyd to the Board of Directors. Ms. Lloyd is the CEO at IMPACTS USA Advisory Services.

Clean Energy Fuels (NASDAQ: CLNE)

Appoints Patrick Ford to the Board of Directors. Mr. Ford is a former Partner at KPMG.

Energy Transfer LP (NYSE: ET)

Appoints Clifford Harris to the Board of Directors. Mr. Harris is a President at Energy Transfer Group.

Waste Management (NYSE: WM)

Appoints Thomas Bene to the Board of Directors. Mr. Bene is the CEO at Breakthru Beverage Group.

WP Carey (NYSE: WPC)

Appoints Rhonda Gass to the Board of Directors. Ms. Gass is the Global Chief Information Officer at Stanley Black & Decker.

Resignations/Retirements

NetGear (NASDAQ: NTGR)

Barbara Scherer to leave the Board of Directors. Ms. Scherer is the former Chief Financial Officer at Plantronics.

UGI (NYSE: UGI)

Cindy Miller resigns from the Board of Directors. Ms. Miller is the Chief Executive Officer at Stericycle

ROBERT BERNARD

RHONDA GASS

CINDY MILLER

New Board Appointments

American Tower (NYSE: AMT)

Appoints Neville Ray to the Board of Directors. Mr. Ray is the former USA President, Technology at T-Mobile.

Armada Hoffler Properties (NYSE: AHH)

Appoints Blair Wimbush to the Board of Directors. Ms. Wimbush is the former Chief Real Estate & Sustainability Officer at Norfolk Southern.

Dynex Capital (NYSE: DX)

Appoints Andrew Gray and Alexander Crawford to the Board of Directors. Mr. Gray is the former Chief Risk Officer at Depository Trust and Clearing Corporation Group and Mr. Crawford is a former Partner and Chief Investment Risk Officer at Lord Abbett.

Equity Residential (NYSE: EQR)

Appoints Ann Hoff and Nina Jones to the Board of Directors. Ms. Hoff is the Division President and COO at Bellagio & Park, MGM Hotels and MGM Resorts International and Ms. Jones is a Vice President and Portfolio Manager at T. Rowe Price.

Global Net Lease (NYSE: GNL)

Appoints Michael Monahan to the Board of Directors. Mr. Monahan is a former Senior Director at Jones Lang Wootton.

Independence Realty Trust (NYSE: IRT)

Appoints Craig Macnab to the Board of Directors. Mr. Macnab is the former Chair of the Board and CEO at National Retail Properties.

Rayonier (NYSE: RYN)

Appoints Mark McHugh to the Board of Directors. Mr. McHugh is a Managing Director, AIF® at Alex. Brown, a Division of Raymond James.

Two Harbors Investment (NYSE: TWO)

Appoints Sanjiv Das to the Board of Directors. Mr. Das is the President at Pagaya Technologies.

Ventas (NYSE: VTR)

Appoints Theodore Bigman and Joe Rodriguez to the Board of Directors. Mr. Bigman is the Founder at Bigman Holdings and Mr. Rodriguez is the President at Burnt Mountain Investments.

Paylocity (NASDAQ: PCTY)

Appoints Craig Conway to the Board of Directors. Mr. Conway is the former CEO at PeopleSoft.

NEVILLE RAY

ANN HOFF

SANJIV DAS

New Board Appointments

Resignations/Retirements

Armada Hoffler Properties (NYSE: AHH)

John Snow to leave the Board of Directors. Mr. Snow is the former U.S. Treasury Secretary for the George W. Bush Administration.

Macerich (NYSE: MAC)

Peggy Alford to leave the Board of DIrectors. Ms. Alford is the EVP Global Sales at PayPal.

Welltower (NYSE: WELL)

Philip Hawkins retires from the Board of Directors. Mr. Hawkins is the former Chief Executive Officer at DCT Industrial Trust.

JOHN SNOW

New Board Appointments Technology

ACI Worldwide (NASDAQ: ACIW)

Appoints Katrinka McCallum and Juan Benitez to the Board of Directors. Ms. McCallum is a former VP at Red Hat and Mr. Benitez is a former President at GoFundMe.

AvidXchange (NASDAQ: AVDX)

Appoints Arthur Rubado and Oni Chukwu to the Board of Directors. Mr. Rubado is the Managing Partner at iDO Partners and Mr. Chukwu is the former CEO at Aventri.

Axcelis Technologies (NASDAQ: ACLS)

Appoints Gregory Graves and Necip Sayiner to the Board of Directors. Mr. Graves is the former CFO at Entegris, Inc. and Mr. Sayiner is the former EVP and General Manager at Renesas Electronics.

Blackline (NASDAQ: BL)

Appoints Camille Drummond to the Board of Directors. Ms. Drummond is the SVP, Global Business Services at BP.

Forge Global (NYSE: FRGE)

Appoints Larry Leibowitz to the Board of Directors. Mr. Leibowitz is the CEO at Entrypoint Capital.

Intel (NASDAQ: INTC)

Appoints Stacy Smith to the Board of Directors. Mr. Smith is the former Group President of manufacturing, operations and sales at Intel.

Match (NASDAQ: MTCH)

Appoints Laura Jones and Spencer Rascoff to the Board of Directors. Ms. Jones is the Chief Marketing Officer at Instacart and Mr. Rascoff is the CoFounder and Chief Executive Officer at Zillow.

Micron Technology (NASDAQ: MU)

Appoints Robert Swan to the Board of Directors. Mr. Swan is an Operations Partner at Andreessen Horowitz.

NCR Voyix (OTCMKTS: NCRRP)

Appoints Irv Henderson to the Board of Directors. Mr. Henderson is the former Chief Digital Officer at US Bancorp.

PagerDuty (NYSE: PD)

Appoints Teresa Carlson to the Board of Directors. Ms. Carlson is the former President at Flexport.

Sagimet Biosciences (NASDAQ: SGMT)

Appoints Tim Walbert and Paul Hoelscher to the Board of Directors. Mr. Walbert is the former Chair of the Board and Chief Executive Officer at Horizon Therapeutics and Mr. Hoelscher is the former Chief Financial Officer at Horizon Therapeutics.

CAMILLE DRUMMOND

STACY SMITH

TERESA CARLSON

New Board Appointments Technology

ShareCare (NASDAQ: SHCR)

Appoints Nicole Torraco to the Board of Directors. Ms. Torraco is the former Division President, Chief Strategy & M&A Officer at Xerox.

Universal Display (NASDAQ: OLED)

Appoints Nigel Brown and Joan Lau to the Board of Directors. Mr. Brown is the CEO at Princeton Healthcare Advisory LLC and Ms. Lau Co-Founder and Chief Executive Officer of Spirovant.

NICOLE TORRACO

Resignations/Retirements

KIMBERLY ELLISON-TAYLOR

BigBear.ai (NYSE: BBAI)

Avi Katz and Raluca Dinu resign from the Board of Directors. Mr. Katz and Mr. Dinu are the Co-Founders at GigCapital4.

Cloudflare (NYSE: NET)

Mark Anderson resigns from the Board of Directors. Mr. Anderson is the President of Revenue at Cloudflare.

EverCommerce (NASDAQ: EVCM)

Kimberly Ellison-Taylor resigns from the Board of Directors. Ms. EllisonTaylor is the Chief Executive Officer at KET Solutions LLC.

Intapp (NASDAQ: INTA)

Chris Gaffney and Derek Schoettle resign from the Board of Directors. Mr. Gaffney is the Co-Founder and Managing Director at Great Hill Partners and Mr. Schoettle is the Growth Partner at Great Hill Partners.

MeridianLink (NYSE: MLNK)

Cody Cowan resigns from the Board of Directors. Mr. Cowan is a Vice President at Thoma Bravo.

Nextdoor (NYSE: KIND)

Sarah Friar resigns as Chair of the Board and as CEO. Ms. Friar is the former Chief Financial Officer at Square.

SPS Commerce (NASDAQ: SPSC)

Archie Black to leave the Board of Directors. Mr. Black is the former CEO at SPS Commerce.

Super Micro Computer (NASDAQ: SMCI)

Fred Chan resigns from the Board of Directors. Mr. Chan is the President at KCR Development

SARAH FRIAR

New Board Appointments

MARISSA MAYER

AT&T (NYSE: T)

Appoints Marissa Mayer to the Board of Directors. Ms. Mayer is the CEO at Sunshine Products.

Rekor Systems (NASDAQ: REKR)

Appoints Anne Townsend to the Board of Directors. Ms. Townsend is a Senior Principal Cybersecurity Engineer at MITRE Corp.

Turtle Beach (NASDAQ: HEAR)

Promotes Cris Keirn to CEO and he is appointed to the Board of Directors. Mr. Keirn is the former Senior Vice President, Global Sales at Turtle Beach.

Board Appointments & Resignations

March 2024

Private Corporations

Cornerstone Building Brands

Appoints Marcia Avedon to the Board of Directors. Ms. Avedon is the CEO at Avedon Advisory.

First Rate

Appoints April Rudin to the Board of Directors. Ms. Rudin is the CEO at The Rudin Group.

KeifeRx

Appoints Dan Feehan and Alison Finger to the Board of Directors. Mr. Feehan is the COO, Workforce Screening at Vault Health and Ms. Finger is a Principal at Auburn House Consulting.

Mitra Future Technologies

Appoints Denise Gray to the Board of Directors. Ms. Gray is a former President at LG.

Nucleus RadioPharma

Appoints Chris McDonald to the Board of Directors. Mr. McDonald is the Global Head of Technical Operations at Kite.

Satelytics

Appoints David Skidmore to the Board of Directors. Mr. Skidmore is a former VP at the Satelytics.

Searchlight Cyber

Appoints Caleb Barlow to the Board of Directors. Mr. Caleb is the CEO at Cyberbit.

Voltera

Appoints Marie Robinson to the Board of Directors. Ms. Robinson is the former Chief Supply Chain Officer at Sysco.

WinWire

Appoints Greg Jenko to the Board of Directors. Mr. Jenko is the Global Lead for the Microsoft Services Group at EY.

MARCIA AVEDON

DENISE GRAY

GREG JENKO