Board Recruitment: January 2025 by BoardProspects

Michele Buck Joins Board of JPMorgan Chase

Delta Airlines Appoints Christophe Beck to Board of Directors

Winnie Park Named CEO and joins Board of Five Below

A Message from the CEO of BoardProspects

Welcome to the January 2025 Issue of Board Recruitment

As we begin a new year, BoardProspects remains committed to providing timely insights on corporate governance and boardroom composition� Our goal is to equip you with the knowledge and tools necessary to navigate the evolving governance landscape

This month’s lead article, “Potential Corporate Governance Initiatives in the Trump Administration,” explores the possible governance priorities of the incoming administration� As a new era begins in Washington, D�C�, understanding potential shifts in corporate governance regulations and practices is essential for boards seeking to stay ahead From the influence of Elon Musk to thoughts shared from our community in our weekly polls, this article provides a few educated guesses on what might lie ahead for corporate boards�

This issue also features a special breakout section highlighting BoardProspects’ Free Board Opportunity Posting tool For-profit companies can use this innovative resource to identify their next board member from our esteemed community of aspiring and experienced directors at no cost� We encourage you to explore this tool to strengthen your board with top-tier talent� Additionally, we are pleased to include valuable insights from our BoardRoom Resource Partners:

• “Welcome to the New Era of Total Rewards for C-Suite Executives” (Source: Robert Half): Learn about the latest trends in compensation and benefits for senior executives�

• “Activist Investors and Executive Pay” (Source: Compensation Advisory Partners): Explore how activist investors are influencing executive compensation strategies and governance practices

• “Organizational Blind Spots in Disruptive Times” (Source: Protiviti): Discover how boards can identify and address blind spots to better navigate organizational disruption�

• “On the 2025 Audit Committee Agenda” (Source: KPMG): Gain insights into the critical priorities for audit committees in the year ahead�

As always, we value your feedback and are committed to delivering content that supports your board’s success� Thank you for being a valued part of the BoardProspects community�

Mark Rogers Founder and CEO, BoardProspects

Activist Investors and Executive Pay

By Shaun Bisman, and Cedrick Jean-Louis

Shareholders can influence a company’s executive compensation program through a non-binding advisory vote known as “Say on Pay.” While this vote doesn’t directly allow shareholders to influence overall compensation policies, companies often maintain outreach programs to address shareholder concerns about specific aspects of the compensation plan. Another way for shareholders to have a say in executive compensation is by gaining a seat on the Board of Directors.

However, the purpose of obtaining a seat is not solely for executive compensation reasons but to advocate for broader changes within the company. Achieving this is challenging and less common; investors typically pursue this through a proxy contest, where an investor advocates for change in company strategy and may raise executive compensation as an issue.

Investors who seek change through a proxy contest are often referred to as “activist investors�” This term describes individuals (such as hedge fund managers) or groups (like alternative investment firms) who acquire a stake in a company’s equity with the goal of increasing shareholder value, typically by gaining one or more seats on the Board of Directors� Once on the Board, these activists push for changes they believe will improve the company’s performance, strategy, or governance� These changes can take various forms, depending on the investor’s objectives�

Common goals of activist investors include:

• Enhancing financial performance by advocating for cost reductions, optimizing capital allocation, or promoting share buybacks and higher dividends�

• Strategic changes, such as refocusing on core business areas or recommending mergers, acquisitions, or spin-offs of non-core assets�

• Seeking changes in senior management or the Board of Directors�

Activist investors aim for these changes to boost company value, thereby increasing the worth of their own stake� However, they are sometimes criticized for prioritizing short-term gains over long-term stability� `This article updates Compensation Advisory Partners’ (CAP) research on 2015 - Activist Investors and Executive Pay� It aims to provide a refreshed

perspective, incorporating

What We Found

Between 2020 and 2024, activist investors have increasingly asserted their influence in boardrooms, achieving success in various proxy contests To gain insight into their strategies, CAP reviewed 48 proxy contests initiated by activist investors among companies in the Russell 3000 Index, finding that concerns about executive compensation programs were raised in 23 cases�

Data indicates that executive compensation was often tied to broader concerns about the companies’ strategic direction, operational execution, and financial performance� Essentially, executive compensation disagreements were not the main

or sole rationale for engaging in the contest� Instead, activist investors use these disagreements to highlight deeper underlying concerns with a company’s direction or performance to induce change�

For instance, if Total Shareholder Return (TSR) is not used as a performance metric while the company has faced a prolonged period of shareholder value decline alongside rising CEO compensation, activist investors will highlight these issues as signs of a flawed business strategy and misaligned incentive structures�

In many cases, concerns about executive compensation support their broader calls for leadership changes, strategic adjustments, and stronger governance practices�

The chart shows that among the 23

governance structures (26 percent)� Less frequent concerns included outsized peer comparisons, performance metric adjustments (both 17 percent), high dilution, excessive perquisites, and long-term incentive plan design (all 13 percent)� A smaller number of cases raised issues with high director compensation, lack of disclosure, or excessive change-in-control provisions (each 9 percent)�

The chart shows that among the 23 companies where activists raised concerns about executive compensation, the most common issue was pay-for-performance misalignment (91 percent). Activists frequently argued that CEO compensation packages were insufficiently tied to company performance, advocating for changes to link pay more directly to long-term shareholder value rather than short-term performance metrics. They also often pointed out that CEO pay was disproportionately high compared to peers. Other prominent issues included excessive CEO compensation (57 percent) and weak corporate governance structures (26 percent). Less frequent concerns included outsized peer comparisons, performance metric adjustments (both 17 percent), high dilution, excessive perquisites, and long-term incentive plan design (all 13 percent). A smaller number of cases raised issues with high director compensation, lack of disclosure, or excessive change-in-control provisions (each 9 percent).

Ultimately, we found that activist investors often leverage executive compensation issues to strengthen their case for securing seats on the target company’s Board of Directors.

Target Companies

Proxy Battle Result

Gained Board Seat (n=11)

CYE = Calendar Year-End

Ultimately, we found that activist investors often leverage executive compensation issues to strengthen their case for securing seats on the target company’s Board of Directors�

Note: For companies with proxy contests in 2024, TSR post contest represents year-to-date TSR (as of 12/17/24).

Successful Activist Campaigns

Of the 23 proxy contests that specifically targeted aspects of executive compensation, 11 ultimately resulted in the activist investor gaining board seats at the target company�

Companies with successful activist campaigns (2020-2024): Masimo Corporation, Norfolk Southern

Corporation, Southwest Gas Holdings Inc� WisdomTree Inc�, Illumina Inc� Pitney Bowes Inc�, Apartment Investment and Management Company, Griffon Corporation, Exxon Mobil Corporation GameStop Corp�

The most common issue in these contests centered on the misalignment between executive pay and company performance�

For example, activist investors argued that management at Norfolk Southern Corporation received substantial compensation packages despite the company losing millions in shareholder value during the same period�

In this case, activists also pointed out that the Board awarded the CEO over $10 million in equity grants, even though the company missed all annual performance targets related to financial performance, customer service, and safety� This issue with executive compensation gave activists an opportunity to criticize the Board for weak corporate governance�

Ultimately, their campaign was successful, and they were able to elect three of their nominees to the Board�

Activist investors often tie compensation-related concerns to broader business strategy issues, rallying support from other investors in the process� When shareholders are dissatisfied with their returns, they are more inclined to align with activist investors to drive change This dynamic was evident in Carl Icahn’s high-profile contest with Illumina, where he not only succeeded in electing a board member but also saw the CEO resign shortly afterward

Conclusion

There has been a rise in activist investors accumulating stakes in companies with the goal of pushing for change to enhance the company’s value�

While our analysis focused on proxy contests specifically addressing executive pay issues (e�g�, pay-forperformance misalignment), there are also cases where companies reach settlements with activist investors, avoiding a public confrontation and granting them one or more seats on the Board�

To be well-prepared, Boards and Compensation Committees should:

• Monitor 13D Filings (Schedule D) to see if an individual or group acquires more than 5% of a company’s voting shares�

• Ensure the Board has a strategy for effectively engaging with shareholders via regular communication channels�

• Align executive compensation with performance�

• Conduct annual reviews of executive compensation programs

• Ensure transparent and clear communication on pay programs, levels, and compensation philosophy�

• Proactively seek feedback from shareholders throughout the year

The Compensation Committee should collaborate with management to create an executive compensation program that can be defended based on the company’s performance�

By taking these steps, companies can better defend their executive compensation programs during a proxy vote and minimize the chances of conflicts with activist investors or shareholders�

Being transparent, responsive, and proactive is key to managing

Appendix

Summary of Activist Campaigns

Company Activist Year

Masimo Corporation

Global medical technology company

Medallion Financial Corp.

Commercial and consumer loan company

Xperi Inc. Technology company

Norfolk Southern Corporation

Rail transport services company

The Walt Disney Company

Entertainment and media company

Alkermes plc

Biopharmaceutical company

shareholder expectations and ensuring a smoother voting process�

Executive Compensation Issue Highlighted By Activist Contest Result

Politan Capital Management 2024 y Bottom 1% of Russell 3000 for Say-on-Pay vote results

y CEO annual compensation is 2x peer levels

y Misuse of company assets i.e. charitable donations, security, and the corporate jet

y Employment agreement guarantees CEO ~$600 million and acts as a “poison pill” forbidding shareholders from replacing 1/3rd of the Board

ZimCal Asset Management 2024 y President & COO’s compensation is too large compared to cumulative profits

y Belief that executives should be compensated for core performance excluding non-core, nonrecurring items. Core performance has actually declined every year since the peak in 2021 however bonuses have increased

y Board approved $1.4 million bonus and perquisites of $140k for President & COO despite $39.9 million loss

Rubric Capital Management 2024 y Excessive compensation vs. peer group (and a failure to identify peer group in the proxy)

y Lack of performance incentives. Where performance metrics are indicated, Board is not transparent about hurdles

y Significant dilution from restricted stock units (RSUs) since spin-off from predecessor, with Board granting 11% of the float to insiders in 5 quarters

y Additional one-time bonus granted in July 2023 on top of normal-course compensation schemes to further enrich executives – without transparency

Ancora Holdings Group LLC 2024 y Failed to adequately include a safety component in the CEO’s initial compensation package

y Despite being among the worst in industry TSR performance over CEO tenure, CEO was paid more than $23 million

y The Board granted more than $10 million in stock and option awards to CEO in 2023 despite missing all 6 annual incentive targets pertaining to financial performance, customer service and safety

Trian Partners 2024 y “Over-the-top” compensation packages granted to CEO

y CEO received $216 million in total compensation despite Disney’s poor TSR

Sarissa Capital Management 2023 y Over the last 15 years, Alkermes underperformed the Nasdaq Biotechnology Index by 341% while the CEO was rewarded with over $150 million in compensation

Two dissident nominees elected to the Board

CEO removed from the Board and resigned subsequently

No dissident nominees elected to the Board

Three dissident nominees elected to the Board

No dissident nominees elected to the Board

Masimo Corporation

Global medical technology company

Mind Medicine (MindMed) Inc

Biopharmaceutical company

WisdomTree, Inc.

Financial services company

Illumina, Inc.

Biotechnology company

Blue Foundry Bancorp

Holding company for Blue Foundry Bank

Pitney Bowes Inc.

Technology company

Apartment Investment and Management Company

Real estate investment trust

Politan Capital Management 2023 y Failed Say-on-Pay 6 of the last 12 years; bottom 1% of the Russell 3000 for Say-on-Pay results

y CEO annual compensation is 2x peer levels

y CEO excessive change-in-control payment that is 38x peers

y Misuse of company assets i.e. charitable donations, security, and the corporate jet

y Employment agreement guarantees CEO ~$600 million and acts as a “poison pill” forbidding shareholders from replacing 1/3rd of the Board

Two dissident nominees elected to the Board

FCM MM Holdings 2023

y Approved full performance payouts despite executive failure to improve stock price

y Approved golden parachutes for management

ETFS Capital 2023 y CEO has accumulated over $20 million in compensation over the last five years all while presiding over the destruction of approximately $921 million in stockholder value during the same period

Carl Icahn 2023 y Questions regarding the independence of independent Chair of the Board

y Despite stock declining 62% resulting in $50 billion of value destruction, Board increased CEO compensation with an 87% increase to $27 million

No dissident nominees elected to the Board

One dissident nominee elected to the Board

Chair of Board removed

CEO resigned shortly after

Lawrence Seidman

2023 y Disagree with management’s proposed approval of stock-based benefit plan which would allow directors and CEO to be paid restricted stock and options despite company’s poor financial performance

Hestia Capital Management 2023 y Lack of Board independence, particularly on the compensation committee

y CEO pay increase of more than 40% in 2022 despite significant stockholder value deterioration

y Exorbitant golden parachute of nearly $23 million upon termination following a change in control

No dissident nominees elected to the Board

Land & Buildings Investment Management

2022 y Responsible for paying the bulk of Apartment Income REIT Corporation’s CEO compensation despite completing spin-off

y Payments made to executive team family members for “vague” services

Four dissident nominees elected to the Board

CEO resigned months later

One dissident nominee elected to the Board

Hasbro, Inc. Toy and game company

Genworth Financial, Inc. Insurance company

Southwest Gas Holdings, Inc.

Natural gas utility holding company

Alta Fox Capital 2022

Huntsman Corporation Chemical company

Griffon Corporation Holding consumer products company

y Misaligned executive compensation with performance given relative performance in shareholder return and S&P 500 in same period

y Compensation committee consistently lowered performance targets despite declining performance

y CEO pay outsized peers despite 4th lowest TSR

Scott Klarquist 2022 y CEO has been given $70 million in total compensation in the past nine years, including $30 million in total cash compensation. Meanwhile, the value of Genworth’s stock fell 50% during the same period

Icahn Enterprises L.P 2022 y Despite underperformance, management increased compensation

y CEO pay increased 132% over period of time where share price increased by just 15%

No dissident nominees elected to the Board

Box, Inc

Cloud-based content management company

Starboard Value 2022 y Company has poor pay-for-performance alignment

y Frequently changes performance peers and uses two different peer sets to benchmark performance and compensation

y Lack of board independence leading to weak corporate governance

y Failure to tie pay to performance

Voss Capital 2022 y $30 million paid to top four executives in 2021 and highest CEO pay of any of its 21 proxy peers on average over the past 10 years while producing bottom tier total returns for shareholders

y NEO compensation equaled 27.4% of pretax income

y CEO compensation 10.5x peer group median

y “Cherry picking” new peers with higher CEO pay and lower TSR

y Consistent underperformance compared to S&P 600 median approval for Say-On-Pay from 2014-2021

Starboard Value 2021 y Lack of disclosure around compensation as only 3 NEOs are disclosed

y Stock-based compensation expense as percentage of market cap is twice peer group median, resulting in dilution

y Granted 100% time-based restricted stock for its long-term equity program

Activist withdrew their nomination before the annual meeting

Settled and at least three and up to four dissident nominees elected to the Board

CEO resigned shortly after

No dissident nominees elected to the Board

One dissident nominee elected to the Board

No dissident nominees elected to the Board

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

reporting GenAI

leadership, composition, and agenda responsibilities—financial reporting and growing range and complexity of other

Drawing on insights from our survey work nine issues to keep in mind as audit committees

On the 2025 Audit Committee Agenda

organization

By KPMG Board Leadership Center

committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the 2025. In addition to existing challenges—from global economic the wars in Ukraine and the Middle East to cyberattacks, preparations for US and global climate and sustainability reporting requirements, and advances in artificial intelligence (AI)—the change in administration could have a significant impact on the business and risk environment that companies must navigate. Audit committees should take look at their skill sets and agendas. Does the committee have the leadership, composition, and agenda time to carry out its core oversight responsibilities—financial reporting and internal controls—along with the range and complexity of other risks?

Stay focused on financial reporting and related control risks—job number one.

Audit committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the test in 2025. In addition to existing challenges— from global economic volatility, the wars in Ukraine and the Middle East to cyberattacks, preparations for US and global climate and sustainability reporting requirements, and advances in artificial intelligence (AI)—the change in administration could have a significant impact on the business and risk environment that companies must navigate. Audit committees should take a hard look at their skill sets and agendas. Does the committee have the leadership, composition, and agenda time to carry out its core oversight responsibilities—financial reporting and internal controls—along with the growing range and complexity of other risks?

Audit committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the test in 2025. In addition to existing challenges—from global economic volatility, the wars in Ukraine and the Middle East to cyberattacks, preparations for US and global climate and sustainability reporting requirements, and advances in artificial intelligence (AI)—the change in administration could have a significant impact on the business and risk environment that companies must navigate. Audit committees should take a hard look at their skill sets and agendas. Does the committee have the leadership, composition, and agenda time to carry out its core oversight responsibilities—financial reporting and internal controls—along with the growing range and complexity of other risks?

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, data governance.

focused on financial reporting and related internal risks—job number one.

Understand how technology is affecting the organization’s talent, efficiency, and value-add.

Reinforce audit quality and stay abreast of PCAOB auditing standards.

Monitor management’s preparations for new climate reporting frameworks/standards

Drawing on insights from our survey work and interactions with audit committees and business leaders, we highlight nine issues to keep in mind as audit committees consider and carry out their 2025 agendas:

Audit committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the test in 2025. In addition to existing challenges—from global economic volatility, the wars in Ukraine and the Middle East to cyberattacks, preparations for US and global climate and sustainability reporting requirements, and advances in artificial intelligence (AI)—the change in administration could have a significant impact on the business and risk environment that companies must navigate. Audit committees should take a hard look at their skill sets and agendas. Does the committee have the leadership, composition, and agenda time to carry out its core oversight responsibilities—financial reporting and internal controls—along with the growing range and complexity of other risks?

Monitor management’s preparations for new reporting frameworks/standards.

insights from our survey work and interactions with audit committees and business leaders, to keep in mind as audit committees consider and carry out their 2025 agendas:

Drawing on insights from our survey work and interactions with audit committees nine issues to keep in mind as audit committees consider and carry out their 2025

Audit committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the test in 2025. In addition to existing challenges—from global economic volatility, the wars in Ukraine and the Middle East to cyberattacks, preparations for US and global climate and sustainability reporting requirements, and advances in artificial intelligence (AI)—the change in administration could have a significant impact on the business and risk environment that companies must navigate. Audit committees should take a hard look at their skill sets and agendas. Does the committee have the leadership, composition, and agenda time to carry out its core oversight responsibilities—financial reporting and internal controls—along with the growing range and complexity of other risks?

Make sure internal audit is focused on the risks—beyond financial reporting and compliance—and valuable resource for the audit committee.

Drawing on insights from our survey work and interactions with audit committees nine issues to keep in mind as audit committees consider and carry out their 2025

the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and governance.

focused on financial reporting and related internal risks—job number one.

Stay focused on financial reporting and related internal control risks—job number one.

insights from our survey work and interactions with audit committees and business leaders, to keep in mind as audit committees consider and carry out their 2025 agendas:

Make sure internal audit is focused on the risks—beyond financial reporting and compliance—and valuable resource for the audit committee.

Drawing on insights from our survey work and interactions with audit committees nine issues to keep in mind as audit committees consider and carry out their 2025

Stay focused on financial reporting and related internal control risks—job number one.

Stay focused on financial reporting and related internal control risks—job number one�

focused on financial reporting and related internal risks—job number one.

Make sure internal audit is focused on the company’s critical risks—beyond financial reporting and compliance—and is a valuable resource for the audit committee�

insights from our survey work and interactions with audit committees and business leaders, to keep in mind as audit committees consider and carry out their 2025 agendas:

the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and governance.

Make sure internal risks—beyond financial valuable resource

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

focused on financial reporting and related internal risks—job number one.

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and data governance.

Probe whether management has reassessed compliance and whistle-blower programs September Evaluation of Corporate Programs

Make sure internal risks—beyond financial valuable resource

Drawing on insights from our survey work and interactions with audit committees nine issues to keep in mind as audit committees consider and carry out their 2025

Stay focused on financial reporting and related internal control risks—job number one.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and governance.

Make sure internal audit is focused on the risks—beyond financial reporting and compliance—and valuable resource for the audit committee.

Stay focused on financial reporting and related internal control risks—job number one.

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and data governance.

audit quality and stay abreast of changes to auditing standards.

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and data governance�

the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and governance.

Make sure internal risks—beyond financial valuable resource

Make sure internal audit is focused on the risks—beyond financial reporting and compliance—and valuable resource for the audit committee.

Probe whether management has reassessed compliance and whistle-blower programs September Evaluation of Corporate Programs

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and data governance.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

Clarify the role of the audit committee in the oversight of generative AI (GenAI), cybersecurity, and data governance.

Reinforce audit quality and stay abreast of changes to auditing standards.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

management’s preparations for new climate reporting frameworks/standards.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

Probe whether management compliance and whistle-blower September Evaluation

Make sure internal risks—beyond financial valuable resource

Probe whether management compliance and whistle-blower September Evaluation

Stay apprised of tax legislative developments the potential impact on the company and

Probe whether management has reassessed compliance and whistle-blower programs

Probe whether management has reassessed the company’s compliance and whistleblower programs in light of the DOJ’s September Evaluation of Corporate Programs guidance�

Stay apprised of tax legislative developments the potential impact on the company and

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

management’s preparations for new climate reporting frameworks/standards.

Reinforce audit quality and stay abreast of changes to auditing standards.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add�

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards.

Reinforce audit quality and stay abreast of changes to auditing standards.

Probe whether management compliance and whistle-blower September Evaluation

Probe whether management has reassessed compliance and whistle-blower programs September Evaluation of Corporate Programs

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards.

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

Stay apprised of tax the potential impact

Take a fresh look at the audit committee’s skill sets.

September Evaluation of Corporate Programs

Stay apprised of tax the potential impact

Probe whether management compliance and whistle-blower September Evaluation

Take a fresh look at the audit committee’s skill sets.

Monitor management’s preparations for new climate reporting frameworks/standards.

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards.

management’s preparations for new climate reporting frameworks/standards.

Stay apprised of tax legislative developments the potential impact on the company and

Monitor management’s preparations for new climate reporting frameworks/standards.

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards�

management’s preparations for new climate reporting frameworks/standards.

Stay apprised of tax legislative developments in Washington and the potential impact on the company and its operations�

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards.

Take a fresh look at skill sets.

Stay apprised of tax the potential impact

Stay apprised of tax legislative developments the potential impact on the company and

Take a fresh look at skill sets.

Stay apprised of tax the potential impact

Take a fresh look at the audit committee’s skill sets.

Monitor management’s preparations for new climate reporting frameworks/standards.

Take a fresh look at the audit committee’s composition and skill sets�

Take a fresh look skill sets.

Take a fresh look at the audit committee’s skill sets.

Take a fresh look at skill sets.

Stay focused on financial reporting and related internal control risks—job number one.

Focusing on the financial reporting, accounting, and disclosure obligations posed by the current geopolitical, macroeconomic, and risk landscape will be a top priority and major undertaking for audit committees in 2025 Key areas of focus for companies’ 2024 10-K and 2025 filings should include:

Forecasting and disclosures� Among the matters requiring the audit committee’s attention are disclosures regarding the impact of the wars in Ukraine and the Middle East; government sanctions; supply chain disruptions; heightened cybersecurity risk, inflation, interest rates, and market volatility; preparation of forward-looking cash-flow estimates; impairment of nonfinancial assets, including goodwill and other intangible assets; impact of events and trends on liquidity; accounting for financial assets (fair value); going concern; and use of non-GAAP metrics� With companies making more tough calls in the current environment, regulators are emphasizing the importance of wellreasoned judgments and transparency, including contemporaneous documentation to demonstrate that the company applied a rigorous process� Given the fluid nature of the long-term environment, disclosure of changes in judgments, estimates, and controls may be required more frequently�

Internal control over financial reporting (ICOFR) and probing control deficiencies� Given the current risk environment, as

well as changes in the business, such as acquisitions, new lines of business, digital transformations, etc�, internal controls will continue to be put to the test Discuss with management how the current environment and regulatory mandates affect management’s disclosure controls and procedures and ICOFR, as well as management’s assessment of the effectiveness of ICOFR� When control deficiencies are identified, probe beyond management’s explanation for “why it’s only a control deficiency” or “why it’s not a material weakness” and help provide a balanced evaluation of the deficiency’s severity and cause� Is the audit committee— with management—regularly taking a fresh look at the company’s control environment? Have controls kept pace with the company’s operations, business model, and changing risk profile?

Nonfinancial disclosures� In 2025, companies should expect the SEC to continue to prioritize nonfinancial disclosures, particularly disclosures regarding climate, cybersecurity, and AI, including the adequacy of internal controls and disclosure controls and procedures to support the company’s disclosures� Despite the stay of its final climate rules, the SEC continues to issue comment letters on climate disclosures based on the 2010 Commission Guidance Regarding Disclosure Related to Climate Change and its 2021 sample letter� As to cybersecurity disclosures, company procedures for identifying and reporting cyber incidents and risks will be under even greater scrutiny given the new Form 8-K reporting requirements for material cybersecurity incidents as well

as the SEC’s recent enforcement actions in this area� Regarding AI, in a June 2024 statement, Eric Gerding, director of the SEC’s Division of Corporation Finance, highlighted AI as a disclosure priority for the SEC and explained in some detail how the division will assess company disclosures regarding AI-related opportunities and risks� In a February 2024 speech focusing on AI and AIrelated risks, Chair Gary Gensler warned about “AI washing” or making inflated claims about the use of AI, which have now been the focus of SEC enforcement actions

Audit committees should task management with reassessing the adequacy of the company’s internal controls and disclosure controls and procedures to support the company’s current climate and AI disclosures (including disclosures contained in SEC filings, as well as voluntary disclosures), and reassess the company’s processes and procedures for identifying and escalating potentially significant cybersecurity incidents and risks to ensure timely analysis and disclosure of those determined to be material�

As disclosures under Item 1�05 of Form 8-K are limited to material cybersecurity incidents, it is essential that companies establish and maintain protocols and processes for making materiality determinations�

Clarify the role of the audit committee in the oversight of GenAI, cybersecurity, and data governance.

The explosive growth in the use of GenAI has emphasized the importance of data quality, having a responsible use AI policy, complying with evolving privacy and AI laws and regulations, and rigorously assessing data governance practices or, in some cases, developing data governance practices� As a result, many boards are probing whether the company’s data governance framework and interrelated AI, GenAI, and cybersecurity governance frameworks are keeping pace� A key question for boards is how to structure oversight of these areas at the full board and committee levels, including the audit committee�

In assessing the audit committee’s oversight responsibilities in these areas, we recommend the following areas of focus:

Assessing audit committee oversight responsibilities for GenAI� Many boards are still considering how best to oversee AI and GenAI and the appropriate roles of the full board as well as standing committees as they seek to understand GenAI’s potential impact on strategy and the business model� As we discuss

in On the 2025 board agenda, oversight for many companies is often at the full board level—where boards are seeking to understand the company’s strategy to develop business value from GenAI and monitor management’s governance structure for the deployment and use of the technology� However, many audit committees already may be involved in overseeing specific GenAI issues, and it is important to clarify the scope of the audit committee’s responsibilities� GenAI-related issues for which the audit committees may have oversight responsibilities include:

• Oversight of compliance with evolving AI, privacy, and intellectual property laws and regulations globally�

• Use of GenAI in the preparation and audit of financial statements and drafts of SEC and other regulatory filings�

• Use of GenAI by internal audit and the finance organization, and whether those functions have the necessary talent and skill sets�

• Development and maintenance of internal controls and disclosure controls and procedures related to AI and GenAI disclosures, as well as controls around data�

Assessing audit committee oversight responsibilities for cybersecurity and data governance� For many companies, much of the board’s oversight responsibility for cybersecurity and data governance has resided with the audit committee� With the explosive growth in GenAI and the significant risks posed by the technology, many

boards are rigorously assessing their data governance and cybersecurity frameworks and processes�

Given the audit committee’s heavy agenda, it may be helpful to have another board committee assume a role in the oversight of data governance and perhaps cybersecurity�

Understand how technology is affecting the finance organization’s talent, efficiency, and value-add.

Finance organizations face a challenging environment—addressing talent shortages, while at the same time managing digital strategies and transformations and developing robust systems and procedures to collect and maintain high-quality climate and sustainability data both to meet investor and other stakeholder demands and in preparation for US, state, and global disclosure requirements� At the same time, many are contending with difficulties in forecasting and planning for an uncertain environment�

As audit committees monitor and help guide the finance organization’s progress, we suggest two areas of focus:

• GenAI goes a long way toward solving one of the biggest pain points in finance: manual processes� Labor-intensive systems increase the risk of human errors, consume valuable resources, and limit realtime insights� At the same time, given the broad role for finance in strategy and risk management, finance professionals can play a role

in spearheading the company’s use and deployment of GenAI� GenAI and the acceleration of digital strategies and transformations present important opportunities for finance to add greater value to the business�

• Finance organizations also play an important role in many of the company’s climate and sustainability initiatives For example, many finance organizations have been assembling or expanding management teams or committees charged with preparing for US, state, and global climate and sustainability disclosure rules—e g , identifying and recruiting climate and sustainability talent and expertise; developing internal controls and disclosure controls and procedures; and putting in place technology, processes, and systems�

It is essential that the audit committee devote adequate time to understanding the finance organization’s GenAI and digital transformation strategy and climate/sustainability strategy, and help ensure that finance is attracting, developing, and retaining the leadership, talent, skill sets, and bench strength to execute those strategies alongside its existing responsibilities Staffing deficiencies in the finance department may pose the risk of an internal control deficiency, including a material weakness�

Reinforce audit quality and stay abreast of changes to PCAOB auditing standards

Audit quality is enhanced by a fully engaged audit committee that sets the tone and clear expectations for the external auditor and monitors auditor performance rigorously through frequent, quality communications and a robust performance assessment�

In setting expectations for 2025, audit committees should discuss with the auditor how the company’s financial reporting and related internal control risks have changed—and are changing—in light of the geopolitical, macroeconomic, regulatory, and risk landscape, as well as any changes in the business�

Set clear expectations for frequent, open, candid communications between the auditor and the audit committee, beyond what is required� The list of required communications is extensive and includes matters about the auditor’s

independence as well as matters related to the planning and results of the audit� Taking the conversation beyond what is required can enhance the audit committee’s oversight, particularly regarding the company’s culture, tone at the top, and the quality of talent in the finance organization�

Audit committees should probe the audit firm on its quality control systems that are intended to drive sustainable, improved audit quality—including the firm’s implementation and use of new technologies such as AI In discussions with the auditor regarding the firm’s quality control systems, consider the results of PCAOB inspections, Part I and Part II, and internal inspections and efforts to address deficiencies� Discussions should also include the status of the firm’s preparations for the PCAOB’s new quality control standard, QC 1000, A Firm’s System of Quality Control, which the SEC approved in September 2024�

QC 1000 will require audit firms to identify specific risks to audit quality and design a quality control system that includes policies and procedures to mitigate these risks� Audit firms will also be required to conduct annual evaluations of their quality control systems and report the results of their evaluation to the PCAOB on a new Form QC� QC 1000 is effective on December 15, 2025, with the first annual evaluation covering the period beginning on December 15, 2025, and ending on September 30, 2026�

Audit committees should also monitor developments in the PCAOB’s proposal

on noncompliance with laws and regulations (NOCLAR), which could significantly increase auditors’ responsibilities related to NOCLAR� Due to the PCAOB’s recent deferral of action on the proposed NOCLAR standard to 2025, there is uncertainty regarding the proposal�

Monitor management’s preparations for new climate reporting frameworks/ standards.

Despite the uncertainty associated with the SEC and California climate mandates, companies may have to comply with multiple inconsistent laws and will need to determine how best to structure their compliance and reporting programs to address new and complex climate disclosure requirements�

Given these near-term demands and growing consensus around common, comparable reporting standards— likely in accordance with the standards of the International Sustainability Standards Board, which incorporate the Task Force on Climate-related Financial Disclosures standards and Greenhouse Gas (GHG) Protocol—audit committees should closely monitor the state of management’s preparations for new climate reporting frameworks/ standards�

The uncertainty associated with the SEC’s climate disclosure rules is unlikely to temper the forces demanding climate disclosures by other means� Whether the SEC rules are upheld, struck down in whole or part, amended, or abandoned, pressure from investors, stakeholders,

and other regulators continues to drive the momentum toward detailed climate and sustainability disclosures� Even in the absence of legally required disclosures, many companies will continue to issue voluntary sustainability and climate-related reports� Moreover, many companies will be subject to European Union and other mandatory reporting regimes Companies not subject to mandatory climate reporting may be asked to provide climate information to companies to which they provide products and services�

Many companies will be impacted by more than one disclosure regime, and in that case, it is important to assess the level of interoperability between the relevant regulations in order to mitigate the impact of having to comply with multiple regulations at or near the same time� Preparation is about more than disclosures; it could require reassessments of the company’s climate-related risk management and board oversight processes, and other governance processes that are the subject of the disclosures�

In the coming months, a priority for audit committees will be to monitor the state of management’s preparations� A key question is whether management has the necessary talent, resources, and expertise—internal and external— to gather, organize, calculate, assure, and report the necessary climate data, such as GHG emissions, and to develop the necessary internal controls and disclosure controls and procedures to support the regulatory and voluntary climate disclosures� For

many companies, this will require a cross-functional management team from legal, finance, sustainability, risk, operations, IT, HR, and internal audit� Identifying and recruiting climate and GHG emissions expertise for a climate team—which may be in short supply— and implementing new systems to automate the data-gathering process will be essential

As discussed in Oversight of climate disclosures: SEC stay shouldn’t mean stop, we recommend the following areas for audit committees to focus in addition to management’s climate-related expertise and resources:

• Management’s plans to meet compliance deadlines

• Considerations of materiality and double materiality

• Disclosure controls and procedures, and internal controls

Preparations will be a complex and expensive undertaking, involving difficult interpretational issues, and likely may take months or perhaps years for some companies, especially for multinational organizations� The design and build of a functioning sustainability reporting process that meets regulatory needs will be an iterative process that will take time� Due to this, it is important that audit committees keep the topic on their agendas and continue to challenge management on progress towards compliance�

Make sure internal audit is focused on the company’s critical risks—beyond financial reporting and compliance— and is a valuable resource for the audit committee

At a time when audit committees are wrestling with heavy agendas and issues like GenAI, ESG, supply chain disruptions, cybersecurity, data governance, and global compliance are putting risk management to the test, internal audit should be a valuable resource for the audit committee and a crucial voice on risk and control matters� This means focusing not just on financial reporting and compliance risks, but on critical operational, GenAI and other technology risks and related controls, as well as ESG risks�

ESG-related risks include human capital management—from diversity to talent, leadership, and corporate culture—as well as climate, cybersecurity, data governance and data privacy, and risks associated with ESG disclosures� Disclosure controls and procedures and internal controls should be a key area of internal audit focus� Clarify internal audit’s role in connection with ESG risks and enterprise risk management more generally—which is not to manage risk, but to provide added assurance regarding the adequacy of risk management processes Does the finance organization have the talent it needs? Do management teams have the necessary resources and skill sets to execute new climate and ESG initiatives? Recognize that internal audit is not immune to talent pressures�

Make sure internal audit is focused on the company’s critical risks—beyond financial reporting and compliance— and is a valuable resource for the audit committee

on risk and control matters� This means focusing not just on financial reporting and compliance risks, but on critical operational, GenAI and other technology risks and related controls, as well as ESG risks�

ESG-related risks include human capital management—from diversity to talent, leadership, and corporate culture—as well as climate, cybersecurity, data governance and data privacy, and risks associated with ESG disclosures� Disclosure controls and procedures and internal controls should be a key area of internal audit focus� Clarify internal audit’s role in connection with ESG risks and enterprise risk management more generally—which is not to manage risk, but to provide added assurance regarding the adequacy of risk management processes� Does the finance organization have the talent it needs? Do management teams have the necessary resources and skill sets to execute new climate and ESG initiatives? Recognize that internal audit is not immune to talent pressures�

Given the evolving geopolitical, macroeconomic, and risk landscape, reassess whether the internal audit plan is risk-based and flexible enough to adjust to changing business and risk conditions� Going forward, the audit committee should work with the chief audit executive and chief risk officer to help identify the risks that pose the greatest threat to the company’s reputation, strategy, and operations,

and to help ensure that internal audit is focused on these key risks and related controls� These may include industryspecific, mission-critical, and regulatory risks; economic and geopolitical risks; the impact of climate change on the business; cybersecurity and data privacy; risks posed by GenAI and digital technologies; talent management and retention; hybrid work and organizational culture; supply chain and third-party risks; and the adequacy of business continuity and crisis management plans�

Internal audit’s broadening mandate will likely require upskilling the function� Set clear expectations and help ensure that internal audit has the talent, resources, skills, and expertise to succeed— and help the chief audit executive think through the impact of digital technologies on internal audit�

Probe whether management has reassessed the company’s compliance and whistle-blower programs in light of the DOJ’s September Evaluation of Corporate Compliance Programs guidance.

In September, the US Department of Justice (DOJ) released a revised version of its guidance for Evaluation of Corporate Compliance Programs (Guidance), which is a tool prosecutors use to evaluate a company’s compliance program in determining how to resolve a criminal investigation�¹ The revised Guidance focuses on the risks posed by emerging technologies,

1 U S Department of Justice Criminal Division Evaluation of Corporate Compliance Programs (updated September 2024)�

2� Principal Deputy Assistant Attorney General Nicole M� Argentieri Remarks at the Society of Corporate Compliance and Ethics 23rd Annual

such as AI, as well as whistleblower protections, and important lessons learned “from both the company’s own prior misconduct and from issues at other companies to update their compliance programs and train employees�”

In prepared remarks, Principal Deputy Assistant Attorney General Nicole M� Argentieri stated that the revised Guidance includes an evaluation of how companies are assessing and managing the risks related to the use of new technology such as AI both in their business and in their compliance programs�²

“Under the [revised Guidance], prosecutors will consider the technology that a company and its employees use to conduct business, whether the company has conducted a risk assessment of the use of that technology, and whether the company has taken appropriate steps to mitigate any risk associated with the use of that technology.

For example, prosecutors will consider whether the company is vulnerable to criminal schemes enabled by new technology, such as false approvals and documentation generated by AI. If so, we will consider whether compliance controls and tools are in place to identify and mitigate those risks, such as tools to confirm the accuracy or reliability of data used by the business.

We also want to know whether the company is monitoring and testing its technology to evaluate if it is functioning

as intended and consistent with the company’s code of conduct.”

The revised Guidance also includes questions designed to evaluate whether companies are encouraging employees to speak up and report misconduct, and whether a compliance program has appropriate resources and access to data, including to assess its own effectiveness�

Given the significant risks posed by GenAI and the focus of regulators such as the DOJ and SEC on how companies are managing and mitigating the risks posed by the technology, companies should reassess their compliance and whistleblower programs and update the programs as appropriate�

Stay apprised of tax legislative developments in Washington and the potential impact on the company and its operations.

The new administration’s policy agenda—from infrastructure investments and business incentives to tax and regulatory priorities—will shape the business environment for years to come� As companies and their boards consider the policy implications, tax policy should be front and center given the potential impacts on cash flow, investment location, and the business landscape generally�

With $4 trillion in tax cuts from the 2017 Tax Cuts and Jobs Act (TCJA) set to expire at the end of next year, 2025 is going to be a big year for tax as House and Senate Republicans are expected to negotiate extending some of its provisions� The White House will require Congress to take the lead on legislating a solution to the 2025 tax cliff, and philosophical shifts in both parties since the TCJA was enacted make what either might do less predictable�

Ultimately, the tax picture that emerges will be driven by a combination of budgetary, fiscal, and political realities, which makes it difficult to predict� Boards and audit committees should prompt deeper conversations with management about how their companies are preparing for a range of possibilities, including by asking management about the type of scenario planning being done; understanding the variables that may be more “forecastable” and

looking at the impacts on cash flow; and considering how best to monitor state, federal, and global regulatory developments�

These and other considerations can help the audit committee support management in thinking through various scenarios and positioning the company as the post-election policy landscape unfolds�

Take a fresh look at the audit committee’s composition and skill sets.

The continued expansion of the audit committee’s oversight responsibilities beyond its core oversight responsibilities (financial reporting and related internal controls, and internal and external auditors) has heightened concerns about the committee’s bandwidth and composition and skill sets� Assess whether the committee has the time and the right composition and skill sets to oversee the major risks on its plate� Such an assessment is sometimes done in connection with an overall reassessment of issues assigned to each board standing committee�

In making that assessment, we recommend three areas to probe as part of the audit committee’s annual self-evaluation:

• Does the committee have the bandwidth and members with the experience and skill sets necessary to oversee areas of risk beyond its core responsibilities that it has been assigned? For example, do

some risks, such as mission-critical risks as well as supply chain issues and geopolitical risk, require more attention at the full board level—or perhaps the focus of a separate board committee?

• How many committee members have deep expertise in financial accounting, reporting, and control issues? Is the committee relying only on one or two members to do the “heavy lifting” in the oversight of financial reporting and controls?

• As the committee’s workload expands to include oversight of disclosures of nonfinancial information—including cybersecurity, climate, GenAI, and other environmental and social issues—as well as related disclosure controls and procedures and internal controls, does it have the necessary financial reporting and internal

control expertise to effectively carry out these responsibilities as well as its core oversight responsibilities? Does the committee need the input from experts in order to discharge its oversight duties?

With investors and regulators focusing on audit committee composition and skill sets, this is an important issue for audit committees�

Managing Organizational Blind Spots and Disruption

By Frank Kurre and Jim DeLoach

With the pace of change, technological advancement, geopolitical developments, and business-model evolution in the marketplace, the topics of organizational blind spots and industry disruption continue to command interest in the boardroom. Recent events hosted by Protiviti offer additional insights on these important topics.

In October, Protiviti hosted two events attended by more than 700 directors and senior-level executives to discuss organizational blind spots and industry disruption1� Prior issues of Board Perspectives have discussed these matters Our intention in facilitating the expert panels at these two events was to solicit further commentary on these topics of interest to many directors�

Following are 10 key takeaways discussed at these events:

DIRECTORS NEED TO THINK BROADLY AND HOLISTICALLY AS THEY ENGAGE IN STRATEGIC CONVERSATIONS REGARDING THE ORGANIZATION’S RISKS. THERE SHOULD BE EMPHASIS ON ASKING, “WHAT WOULD WE DO IF THIS WERE TO HAPPEN?”

1 The first event was a breakout session, “Blind Spots in the Boardroom,” on October 8, 2024, at the National Association of Corporate Directors (NACD) Summit in Washington, D C The second event was a webinar, “Disrupt or Be Disrupted,” conducted the following week on October 15

TEN RECOMMENDATIONS TO MANAGE BLIND SPOTS AND DISRUPTION

1� Adopt an enterprise risk management mindset to identify blind spots�

2� Identify scenarios and gather around the table�

3� Foster more engagement and forward-looking dialogue�

4� Identify potential disruptors�

5� Don’t wait to be disrupted�

6� Know where the company is on the disruption continuum�

7� Recognize promptly when the company is being disrupted—or face the consequences�

8� Make the company’s crisis management plan world-class�

9� Reduce blind spots by interacting with employees�

10� Pay attention to board culture, skill sets, and performance�

Adopt an enterprise risk management (ERM) mindset to identify blind spots.

Risks are dynamic and shifting frequently, giving rise to multiple issues simultaneously� A strong focus on ERM emphasizes having robust processes for analyzing risk in the context of strategic objectives, designing cost-effective mitigation activities and evaluating preparedness for the unexpected� The management team should present its view of the top risks and the mitigation efforts in place to the board periodically� Directors need to think broadly and holistically as they engage in strategic conversations regarding the organization’s risks� There should be emphasis on asking, “Whatwould we do if various scenarios were to happen?”

Identify scenarios and gather around the table.

Because blind spots can result in the unexpected, tabletop exercises offer a useful process for playing out various scenarios to evaluate organizational preparedness� Examples of common scenarios cited were:

• Cyberattacks

• Loss of a major customer

• Loss of significant market share to a competitor

• Natural disasters

• Data center outages

• Product failures

• Regulatory changes

At the events, some commenters suggested that not enough companies are looking at scenarios related to reputational issues involving highprofile lawsuits or negative media or to scenarios related to sourcing and retaining critical talent and the effects of changing demographics, declining population growth and generational differences on the workforce pipeline In addition, changes in customer loyalty and experiences and the effects of innovation programs of major competitors were also mentioned as areas warranting more attention Tabletop exercises are useful in getting leaders to brainstorm and think outside of the box in their preparations� They should conclude with a debrief that enables participants to discuss what went well and what didn’t so that improvements in the process can be identified and addressed� They can also feed the need for effective intelligence functions to understand what competitors and new market entrants are doing�

Foster more engagement and forwardlooking dialogue.

Blind spots interest directors because they understand that what they don’t know can often be as impactful as what they do know� They also understand that the world is unpredictable� Thus, free-flowing strategic discussions in the boardroom regarding the issues that matter should be used to establish a context for identifying blind spots� For example, boards should keep the focus of their meetings on the three things going well for the company, the three

things not going well and the three things with the greatest uncertainty� Directors should offer suggestions on how information can be presented and streamlined to highlight the most useful information in an organized way� Board decks should be condensed and focused so that they are a valued strategic tool rather than an administrative exercise The boardroom culture and the supporting board materials should foster forward-looking critical thinking�

Identify potential disruptors.

For this discussion, we define “disruption” as referring to various situations that could force significant adjustments to a company’s strategy, business model, talent pool or supply chain, and in some cases could even disintermediate the firm’s position in the value chain� Such situations may be technology-driven when a market player or new entrant creates transformative offerings that enable superior customer experience

A HIGH PERCENTAGE OF CEOS EXPRESS CONCERN THAT THEIR COMPANIES MAY NOT REMAIN VIABLE OVER THE NEXT 10 YEARS.

UNCERTAINTY MAY BE AT THE ROOT OF THIS CONCERN. IT IS INEVITABLE THAT INNOVATIONS WILL RESHAPE EVERY INDUSTRY. THESE MATTERS PROVIDE CONTEXT FOR BOARDROOM DISCUSSIONS.

and competitive advantage� They may also result from sudden events (e�g�, a pandemic or regional conflict) or longterm developing trends (e�g�, shifting demographics)

Interestingly, a high percentage of CEOs express concern that their companies may not remain viable over the next 10 years�2 Uncertainty may be at the root of this concern It is inevitable that innovations will reshape every industry, giving rise to questions regarding which new products and services companies are currently developing that will replace the ones that will eventually lose relevance�

Following are examples of disruptive blind spots cited in the discussion during the two events that augment the summary of scenario examples noted earlier:

• The related uncertainties around the responsible deployment of AI strategy and other advanced technologies and the related impacts on business models and customer experiences�

• The potential for supply chain disruption — not just the direct supply chain but also the indirect supply chain comprising those tier 2 and 3 companies further upstream whose raw materials and components are critically vital to the organization’s success�

• Attacks on the electric grid and disruptions to other sources of energy�

• Succession planning, with an

emphasis on who can step in immediately� (For example, if something were to happen to a key executive, what is the plan to keep the company running? Are there travel rules regarding which and how many executives can fly together?)

• The effectiveness of secondary and higher education in supplying essential skills to the workforce over the next 10 years�

• The business interruption plan to address a ransomware attack�

• Other events that can impair reputation and brand image

These matters provide context for boardroom discussions� They suggest a need to identify potential disruptors that could affect the company� To that end, it was noted that Blockbuster’s CEO had been approached by the founders of Netflix to invest in streaming� It was a rare situation in which an eventual industry disruptor walked into the CEO’s office and presented a timely opportunity to reimagine the company’s approach to the market� In turning it down, Blockbuster forgot its value proposition: Offer convenience to the customer� This example illustrates the blinding effects of clinging to a soon-tobe-obsolete business model�

Also, the conversation regarding potential disruptors suggests a need to keep an eye on activists� To that point, conduct a tabletop exercise with investment bankers or other seasoned outsiders and ask them to play the role

2� “More CEOs fear their companies won’t survive 10 years as AI and climate challenges grow, survey says,” by Courtney Bonnell, AP News, January 15, 2024: https://apnews�com/article/davos-ceo-survey-ai-climate-changeeconomy-cdf526bec5ce12812b5d2704dc054867�

of an activist and inform management about what the company’s weak spots are�

OFTEN, THE COMPANIES DISRUPTED ARE THOSE THAT EMBRACE THE STATUS QUO, ARE DIGITALLY UNDERDEVELOPED, ARE TOO ASSET-HEAVY, ARE COMPLACENT IN HIDING BEHIND MOATS THEY BELIEVE TO BE IMPREGNABLE, ARE CONSTRAINED BY SHORT-TERMISM, OR ARE CONTENT WITH INCREMENTALLY IMPROVING PROCESSES, PRODUCTS AND SERVICES. AND, UNFORTUNATELY, THEY MAY NOT SEE WHAT’S COMING UNTIL IT IS TOO LATE.

Don’t wait to be disrupted.

Recently, Fortune featured Mary Barra, CEO of General Motors Co�, on the cover of its magazine with a quote, “We’re not going to wait to be disrupted�” Barra is leading GM to adapt and transform the company proactively rather than passively waiting to react to the inevitable changes in the industry, particularly in the face of the growing electric vehicle market and continued technological advancements�3 Her point is clear: No organization is immune to disruptive forces; therefore, waiting for disruption is incongruent with an organization’s intent to thrive�

During the October events, various steps were suggested for companies

to stay ahead of the disruption wave before it crests� The basic suggestions include focusing on customer feedback, continuously analyzing market trends, gathering competitor intelligence, investing in innovative products and processes, upskilling the workforce to succeed, embracing digital transformation opportunities, and implementing strong cybersecurity measures� The fine points include adopting agile practices, entering into strategic partnerships, diversifying revenue streams, maintaining liquidity and adopting sustainable practices

Directors should insist that these and other appropriate proactive measures be considered during the strategysetting process to better manage the risk of disruption�

Know where the company is on the disruption continuum.

Often, the companies disrupted are those that embrace the status quo, are digitally underdeveloped, are too assetheavy, are complacent in hiding behind moats they believe to be impregnable, are constrained by short termism, or are content with incrementally improving processes, products and services� And, unfortunately, they may not see what’s coming until it is too late�

As the late academic and business consultant Clayton Christensen indicated, disruption is more about anticipating customers’ unstated or

3 “GM CEO Mary Barra has spent a decade determined not to be disrupted How she’s transforming the auto giant for the EV future,” by Michal Lev-Ram, Fortune, October 2, 2024: https://fortune com/2024/10/02/gm-ceo-marybarra-cruise-electric-vehicles/

future needs than meeting their current needs 4

Thus, the phrase “disrupt or be disrupted” is an implicit call for businesses to become more proactive and agile� It is a question of where a company chooses to position itself on the disruption continuum� Is the company:

• A disruptive leader that transforms the industry or even creates an entirely new industry (e�g�, Amazon, Netflix)?

• A disruptive aspirant, meaning it aspires to become a leader but isn’t there yet? (This may include startups�)

• An agile follower that can quickly pivot and stay in the game and even make first-mover offerings far better (e�g�, Apple)?

• A reactive follower (i�e�, slow to respond)?

• A skeptical laggard that clings to the status quo (e�g�, Blockbuster)?

For the board, a company’s positioning on this continuum is indicative of its commitment to: adapting to evolving customer preferences, employee expectations and competitor actions; making data-informed decisions at market speed; and continuously innovating to create value for their customers in new ways�

In today’s digital world, companies must be either proactive in shaping their future as well as the future of their

4�

The Innovator’s Dilemma: When New Technologies Cause Great Firms to Fail, by Clayton M� Christensen, Harvard Business Review Press, 1997�

industry or agile enough to qualify as an early mover in the marketplace� Alternatively, they cede this opportunity to their competitors�

Recognize promptly when the company is being disrupted — or face the consequences.

In the October webinar, we asked two questions: How would you know you are being disrupted, and when would you know it? To the first question, the top three responses from over 400 directors and C-level executives were:

• Monitor emerging disruptive trends or technologies (33%)�

• Monitor industry fundamentals and competitor actions (32%)�

• Monitor significant revenue decline and losses of major customers (10%)�

To the second question, the top three responses were:

• In time to pivot with necessary adjustments (28%)�

• Whn strategic assumptions are no longer valid (26%)�

• When our core market offerings are no longer relevant (17%)�

• These two questions are highly relevant in the boardroom�

Make the company’s crisis management plan world-class.

The existence of blind spots suggests it is impossible to anticipate every possible disruption� Therefore, any discussion of blind spots and disruption must acknowledge the need for a

MANY BOARD MEMBERS SERVE ON MULTIPLE BOARDS, GIVING THEM A BROADER PERSPECTIVE AS THEY LOOK ACROSS MORE THAN ONE COMPANY. IN ADDITION, BOARD MEMBERS CAN MINIMIZE THEIR BLIND SPOTS BY INTERACTING WITH MANAGERS AND EMPLOYEES AT LEVELS BELOW THE C-SUITE — PARTICULARLY THOSE WHO ARE MARKET-FACING.

world-class crisis management plan that ensures clear, transparent and timely communication during a crisis to maintain stakeholder trust The plan should outline scenarios that may potentially lead to crises and detail specific actions, communication strategies, and roles and responsibilities of crisis management team members for each scenario�

There should be designated spokespeople who interact with the media and other external parties promptly following a crisis event, followed by frequent updates to reduce speculation and misinformation� The plan should be updated and tested with periodic walk-throughs� (“Here’s a crisis� Go!”) Also, a postmortem should be conducted following a crisis� For directors, the important question is “When does the board engage?”

Reduce blind spots by interacting with employees.

Many board members serve on multiple boards, giving them a broader perspective as they look across more

than one company� In addition, board members can minimize their blind spots by interacting with managers and employees at levels below the C-suite — particularly those who are marketfacing� To that end, they should take advantage of opportunities to meet people outside of the boardroom (e�g�, at a reception before the board’s dinner with all the company’s officers) and use their EQ (emotional quotient) to pick up on color commentary regarding organizational culture issues and the company’s strengths and weaknesses�

Board members should not hesitate to ask management to meet with them outside of board meetings if there is anything they do not understand� For example, 30 minutes outside of formal meetings one-on-one with the chief information officer, chief technology officer or another executive to discuss complex matters offline can not only be effective but will also help them avoid disrupting the flow of meetings�

Pay attention to board culture, skill sets and performance.

In today’s digital world, the big question is whether the board’s composition (its skills, and diversity of experience and thought) and culture (its personalities, soft skills, trust, commitment to lifelong learning, and capacity for open dialogue and asking the tough questions) is a fit with the company’s needs looking forward three, five and 10 years from the present�

To that end, is there a board, committee and director evaluation process, and

if so, are there means of removing someone who isn’t meeting the needs of both the board and the company? Is there education on developments in the industry and relevant technologies? Are executive sessions deployed to examine, as a board, what it is that its members don’t know or understand as a prelude for planning further interactions with management?

The point was also made that when evaluating uncertainties and judgmental issues, board minutes should focus on decisions made and conclusions reached rather than covering everything board members say�

The above discussion is neither the first nor the last on blind spots and disruption� The challenges of this complex and unpredictable world place a premium on agility and resilience� For that reason, board members would be wise to continue to highlight these matters in the boardroom for a long time to come�

Holistic, Highly Personalized and Purpose-Driven: Welcome to the New Era of Total Rewards for C-Suite Executives

By Robert Half, DeLynn Senna, Johnny Martinez

The concept of “total rewards” is not new, but it is evolving—just as it has since it first emerged in the 1990s� That is when many businesses started moving away from focusing on traditional forms of employee compensation, like salary and bonuses, and standard benefits such as healthcare and retirement plans, to provide more comprehensive benefits, like paid time off and flexible work schedules�

A motivating factor for this shift toward offering a blend of financial and nonfinancial rewards was the need to compete more effectively for

skilled talent� Sound familiar? Much like today’s labor market, the 1990s saw a shortage of skilled job candidates across industries due to factors such as globalization and technological change, historically low unemployment levels, and new expectations about work from younger generations entering the workforce�

Forward-thinking businesses responded by moving swiftly to rethink their human resources (HR) and compensation and benefits strategies to align more with employees’ priorities, values and career goals� These firms realized that providing

a compelling combination of financial and nonfinancial rewards would be crucial to their immediate and ongoing efforts to attract, retain, motivate and engage talent� Fast-forward to today, and companies of all sizes are expanding this strategy, taking an even more holistic approach when considering all aspects of compensation—especially for senior executives�

Following is an overview of several trends we’re seeing with total rewards packages offered at the executive level and some of the dynamics shaping new strategies We offer recommendations for small and midsize businesses that want to craft compelling offerings for their leadership hires and compete more effectively against larger firms� We also explain how working with a retained executive search firm can be beneficial when assembling and negotiating total rewards�

Let’s start with a quick rundown of the offerings many organizations include today in the total rewards packages they design for top executives�

What are the foundational elements of a total rewards package for executives?

Total rewards for C-suite executives have a purpose that transcends compensation� They are designed to incentivize leaders to focus on excellence and help the organization achieve its goals, including driving growth, innovation and profitability Today’s total rewards packages are

often highly personalized, but you will find that most major companies offer their executive leadership hires a mix of:

Monetary components

These components include a competitive base salary; performance bonuses tied to the company’s nearand long-term objectives; equity-based compensation like stock options; and long-term incentives such as deferred compensation plans and retention bonuses that help promote leadership continuity and a focus on value creation� Many organizations are reevaluating their executive pay structures to address concerns about equity and fairness� Top factors for this trend include:

• The CEO pay ratio disclosure, which focuses on the gap between the CEO’s compensation and the median employee’s pay� Publicly traded companies in the U�S� are required by the Securities and Exchange Commission (SEC) to disclose this ratio under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010�

• Pay transparency, which promotes openness about employee compensation, including salaries and benefits� This practice aims to reduce pay inequity and help employees understand how employers determine compensation� States that have enacted laws requiring employers to disclose pay ranges or salary information to employees or job applicants include California, Colorado, New York and Nevada�

Comprehensive benefits

The trend toward equitable offerings has resulted in many organizations providing similar core benefits to employees across their workforce to help promote fairness and inclusion� What a company’s top executives typically enjoy that other employees do not is more choice and customization in the variety and number of benefits they can take advantage of, including supplemental benefits tailored to their individual needs like deferred compensation and unlimited time off�

Non-monetary rewards

When designing total rewards packages for executives, companies need to consider the unique expectations and pressures senior leaders can face� Those dynamics help shape executives’ priorities, which often include the desire to:

• Be influential and make a strategic impact

• Continue learning and growing professionally

• Maintain a healthy level of work-life integration

This is where highly personalized, nonmonetary rewards aligned with a leader’s needs and interests come into play in total rewards�

The ability to engage in strategic decision making for the business autonomously, spearhead major innovation projects, enjoy membership in professional organizations or exclusive

networks, or take advantage of flexible work arrangements and personalized wellness programs that include mental health benefits, are just some examples of the non-monetary rewards that can make all the difference in attracting talented executives to your firm and keeping them productive, satisfied and willing to stay with the organization for the long term�

That brings us to another trend: the rise of purpose-driven rewards as an aspect of total rewards�

What are purpose-driven rewards?

Purpose-driven rewards, when combined with non-monetary rewards, are the next big step in taking a holistic approach to designing a total rewards package� Purpose-driven rewards are intended to appeal to whatever it is that helps an employee feel like their work is fulfilling and makes a positive impact� These rewards can help create a deeper connection between employees and the business by aligning the company’s mission and values with an individual’s sense of purpose� For executives, these rewards might include the following:

• Opportunities to lead or help shape the company’s sustainability initiatives

• Public acknowledgment or rewards for contributions that positively impact society

• Positions on nonprofit boards or advisory panels that reflect the executive’s values and interests

• The ability to mentor future leaders inside or outside the firm, or

participate in educational programs focused on ethical leadership

• Company support for an executive’s personal charitable projects or foundations

WHY PURPOSE-DRIVEN REWARDS MATTER

Purpose-driven rewards help attract and retain executive talent motivated by more than just financial compensation. They appeal to professionals who seek fulfillment and alignment between their roles and personal values.

Including purpose-driven rewards as part of a holistic approach to total rewards can help boost executives’ job satisfaction, motivation and engagement, ultimately benefiting the company with increased productivity and reduced turnover in critical leadership positions.

Holistic total rewards can help smaller firms compete more effectively for executive talent

For decades, large enterprises with significant budgets and HR capabilities have had an edge over small and midsize companies in offering compelling total rewards packages for executives� However, with the increased focus on offering holistic packages, many smaller employers are finding they can be more successful at

competing for in-demand leadership talent�

These companies often have more flexibility than larger firms to prioritize non-monetary benefits and purposedriven rewards, even if they can’t match the same level of salary, perks and benefits that larger businesses can provide� Some ways that small and midsize businesses can modify current trends in total rewards for executives to suit their size and scale include:

• Innovating equity plans by offering simplified options like profit-sharing agreements or phantom shares to align executive priorities with company success�

• Providing a menu of benefit options, from childcare support to sabbaticals, to allow leaders to select their total rewards packages to best suit their needs�

Small and midsize firms will also want to make sure what they offer to executives isn’t excessive compared with industry benchmarks for compensation� Hiring decision makers should also consider the company’s plans when crafting holistic total rewards packages� For example, if the firm aims to go public or engage in a major transaction with a public company like a merger or acquisition, how (and how much) the business is compensating executives will be scrutinized and become public knowledge�

Plus, given the trend toward pay transparency, and the growing number of laws requiring it, it’s wise to adhere

to best practices when structuring compensation for all employees, even if your business is not yet subject to these mandates�

Technology can help here: Many companies, including small and midsize firms, use HR analytics platforms and other tools and resources to help them create data-driven total rewards strategies and structures that are transparent, but also tailored to the specific needs, interests and goals of their top executives�

How retained executive search consultants can help businesses structure their total rewards

A reputable retained executive search firm is another resource that can play a vital role in assisting a business with designing total rewards packages for C-suite and senior leadership hires in a way that aligns with the company’s mission and values and reflects the organization’s culture

Retained executive search consultants are skilled at helping companies negotiate compensation packages that will appeal to high-level candidates while maintaining budgetary constraints and adhering to relevant regulatory standards and industry best practices� They can also advise on structuring total rewards to support long-term company goals and succession planning�

By leveraging their experience and market knowledge, leading retained executive search firms can help companies of all sizes understand

the latest trends in total rewards so they can create and refine packages that can attract, motivate and retain top executive talent while supporting business objectives�

Find your next leader with Robert Half

Contact Robert Half’s award-winning retained executive search practice today to discuss your specific situation Our highly experienced retained consultants can provide valuable guidance and insight, including how to design compelling total rewards packages for executives, and help you find the C-suite and senior management professionals to lead your business forward�

Potential Corporate Governance Initiatives in the Trump Administration

By Mark Rogers, Founder & CEO of BoardProspects

Each new presidential administration brings with it new perspectives on the government’s role and responsibilities with respect to corporate governance and the overall way in which business is conducted in the United States� Despite campaign rhetoric and promises, it is difficult to know a candidate’s real views until they take office and begin implementing policies� In this instance there is no mystery� President Trump’s first term in office provides a clear window into how he sees the role of government in business – specifically, a hands-off approach marked by deregulation� This does not mean,

however, that there won’t be substantial changes to corporate governance under President Trump

A “Wishlist”

Before exploring what new corporate governance initiatives are likely under the Trump Administration, I thought it would be interesting to share the results of a poll we recently took of the BoardProspects community� We asked our members what they believed should be the top corporate governance initiatives of the Trump Administration and the results were interesting:

The comments we received on the poll signaled a level of frustration as to how President Biden’s Administration had approached corporate governance� One member wrote: “Perhaps the Federal government should allow companies to determine which board policies fit them best� One size does not fit all�”

Trump’s First Term

The most notable corporate governance initiative during President Trump’s first term was the adoption by the Securities and Exchange Commission (SEC), led by Trump’s appointed Chair Jay Clayton, of rules designed to limit the power of proxy advisory firms such as Institutional Shareholder Services and Glass Lewis� The U�S� Chamber of Commerce had been pushing for such rules for years as they believed that these firms had too much influence over corporate elections� The rules, however, were met with significant opposition from activist hedge funds and climate groups who utilize such firms to push their agendas� Under President Biden, SEC Chair Gray Gensler led a successful effort to amend

certain aspects of those rules which were favorable to businesses�

Although one might expect Trump to direct the SEC to roll-back those revisions during his second term, he does have many supporters among activist investors who are likely advocating to maintain those amendments� It will also be interesting to see if Trump seeks to change the universal proxy card rules adopted during President Biden’s term – these rules make it easier for investors to wage activist campaigns�

The SEC Under Atkins

The clearest sign yet of what we can expect in terms of corporate governance changes under the Trump Administration came from the Presidentelect’s recent appointment of Paul Atkins as Chairman of the SEC� Atkins is a securities attorney who served as an SEC Commissioner under President George W� Bush� In the announcement, Trump praised Atkins as someone who “is a proven leader for common sense regulations… and believes in the promise

of robust, innovative capital markets that are responsive to the needs of investors, and that provide capital to make our economy the best in the world�” During the Bush Administration, Atkins gained notoriety as a “Deregulation Zealot”�

So what deregulations are we likely to see? As a starting point, I expect Atkins will seek to remove (or significantly diminish) the corporate mandates for Environmental, Social, and Governance (ESG) policies, as well as the climate disclosure rule� What will be interesting to see is which companies will continue to adhere to these rules if indeed they are pulled back

The Musk Factor

It is clear that entrepreneur, and the world’s richest man, Elon Musk, has the President’s ear� As the Trump appointed co-leader (along with Vivek Ramaswamy) of the new Department of Government Efficiency (DOGE), Musk presents an interesting wild card as to how far this new administration will go when it comes to corporate governance initiatives� Musk is a lightning rod when it comes to topics concerning corporate governance His proposed $56 billion compensation package at Tesla was recently rejected by a Delaware court, which prompted Musk to refer to the judge on X as “an activist posing as a judge”, and that “shareholders should control company votes, not judges”� He later added, “Things to do in Delaware: 1) Leave�”

Whether Musk’s personal animus to Delaware and activist judges would (or

could) ever manifest into corporate governance initiatives from the Trump Administration is unclear� Nevertheless, Musk is certainly going to be a major voice in this administration and he will be a significant proponent of a handsoff approach from the government towards business�

Deregulation, and…

While it is clear that during the next four years President Trump will take a drastically different approach to corporate governance than that which was undertaken by President Biden, the extent of how far his reforms will go is unclear� A new era of deregulation is certainly upon us, but will that include adjustments to the universal proxy card and the proxy advisory amendments of the Biden Administration? I for one believe the wild card in all of this could be the extent of Musk’s influence over Trump� Stay tuned�

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December 2024 Board Appointments & Departures

Publicly Traded Corporations

Consumer Discretionary

New Board Appointments

Allegion plc (NYSE: ALLE)

Appoints Gregg Sengstack to the Board of Directors� Mr� Sengstack is the former Chief Executive Officer at Franklin Electric�

Anglo American plc (LON: AAL)

Appoints Anne Wade to the Board of Directors� Ms� Wade is a Senior Advisor at Leaders’ Quest�

Aramark (NYSE: ARMK)

Appoints Richard Dreiling to the Board of Directors� Mr� Dreiling is the former Executive Chair of the Board and Chief Executive Officer at Dollar Tree

Central Garden & Pet (NASDAQ: CENT)

Appoints Randal Lewis to the Board of Directors Mr Lewis is the former Chief Operating Officer at Spectrum Brands

Champion Homes (NYSE: SKY)

Tim Larson promoted to CEO and he is appointed to the Board of Directors Mr Larson is the former Chief Marketing Officer at Polaris Inc

Clarus (NASDAQ: CLAR)

Appoints Mark Besca to the Board of Directors Mr Besca is a former Partner at EY�

Dana (NYSE: DAN)

Appoints Nora LaFreniere to the Board of Directors Ms LaFreniere is a General Counsel at Otis Worldwide�

Darden Restaurants (NYSE: DRI)

Appoints Daryl Kenningham to the Board of Directors� Mr� Kenningham is the Chief Executive Officer at Group 1 Automotive�

Delta Air Lines (NYSE: DAL)

Appoints Christophe Beck to the Board of Directors� Mr� Beck is the Chair of the Board and Chief Executive Officer at Ecolab

ANNE WADE

CHRISTOPHE BECK

Consumer Discretionary

New Board Appointments

European Wax Center (NASDAQ: EWCZ)

Chris Morris named Chair of the Board, CEO and he is appointed to the Board of Directors Mr Morris is the former Chief Executive Officer at Dave and Buster’s

Five Below (NASDAQ: FIVE)

Winnie Park named CEO and she is appointed to the Board of Directors Ms Park is the former Chief Executive Officer at Forever 21

Funko (NASDAQ: FNKO)

Appoints Jason Harinstein to the Board of Directors Ms Harinstein is the Chief Financial Officer at Collectors Holdings

Kingfisher plc (LON: KGF)

Appoints Lucinda Riches to the Board of Directors Ms Riches is the former Global Head Equity Capital Markets at UBS�

Landsea Homes (NASDAQ: LSEA)

Appoints Rajinder Singh to the Board of Directors Mr Singh is the Founder and Managing Partner at SCA Partners�

LKQ (NASDAQ: LKQ)

Appoints Jim Metcalf to the Board of Directors� Mr� Metcalf is the former Chief Executive Officer at Cornerstone Building Brands�

Mastech Digital (NYSEAMERICAN: MHH)

Nirav Patel named CEO and he is appointed to the Board of Directors� Mr� Patel is the former Chief Executive Officer at Bristlecone�

Mistras Grp (NYSE: MG)

Natalia Shuman-Fabbri named CEO and she is appointed to the Board of Directors� Ms� Shuman-Fabbri is the former EVP Europe & Asia at Eurofins Scientific�

ModivCare (NASDAQ: MODV)

Appoints Craig Barbarosh and Neal Goldman to the Board of Directors� Mr Barbarosh is the Senior Managing Director at CommonWealth Partners LLC and Mr Goldman is a Managing Member at SAGE Capital

MSCI (NYSE: MSCI)

Appoints June Yang to the Board of Directors Ms Yang is the former VP of Products, Cloud AI & Industry Solutions, Google Cloud at Google

Peloton Interactive (NASDAQ: PTON)

Appoints Tara Comonte to the Board of Directors Ms Comonte is the Interim Chief Executive Officer at WW International

WINNIE PARK

JIM METCALF

TARA COMONTE

New Board Appointments

PSQ Hldgs (NYSE: PSQH)

Appoints Willie Langston and Donald J. Trump, Jr to the Board of Directors� Mr� Langston is a Partner at Corient and Mr� Trump is the Executive Vice President of Development & Acquisitions at The Trump Organization, Inc�

Red Robin Gourmet Burgers (NASDAQ: RRGB)

Appoints James Pappas and Chris Martin to the Board of Directors� Mr� Pappas is the Founder at JCP and Mr Martin is a Managing Director at Jumana

Serve Robotics (NASDAQ: SERV)

Appoints Lily Sarafan to the Board of Directors Ms Sarafan is the former Co-Founder and CEO at TheKey

Willis Lease Finance (NASDAQ: WLFC)

Appoints Stephen Jones to the Board of Directors Mr Jones is the former Chief Executive Officer at Flair Airlines

WILLIE LANGSTON

DONALD J. TRUMP

Consumer Discretionary

Resignations/Retirements

ADT (NYSE: ADT)

Stephanie Drescher retires from the Board of Directors� Ms� Drescher is the Chief Client & Product Development Officer at Apollo�

Dave & Buster’s Entertainment (NASDAQ: PLAY)

Chris Morris resigns as CEO and from the Board of Directors� Mr� Morris is the President & Chief Executive Officer at Main Event Entertainment�

Dollar Tree (NASDAQ: DLTR)

Winnie Park resigns from the Board of Directors� Ms� Park is the Chief Executive Officer at Five Below�

Firstcash (NASDAQ: FCFS)

Douglas Rippel retires from the Board of Directors� Mr� Rippel is the Founder and Former Executive Chair of the Board at American First Finance

Gartner (NYSE: IT)

James Smith retires from the Board of Directors� Mr� Smith is the former Chief Executive Officer at First Health Group

GXO Logistics (NYSE: GXO)

Malcolm Wilson to retire as CEO and from the Board of Directors Mr Wilson is the former Chief Executive Officer, Europe at XPO Logistics Europe

Gladstone Capital (NASDAQ: GLAD)

Paul Adelgren resigns from the Board and from all Gladstone entities Mr Adelgren is the former Pastor of Missionary Alliance Church

JJill (NYSE: JILL)

Claire Spofford to retire as CEO and from the Board of Directors Ms Spofford is the former President at Cornerstone Brands�

ModivCare (NASDAQ: MODV)

Chris Shackelton and Rahul Samant resign from the Board of Directors� Mr� Shackelton is the Managing Partner at Coliseum Capital and Mr� Samant is the Chief Information Officer at Delta Air Lines�

Bunzl plc (LON: BNZL)

Appoints Julia Wilson to the Board of Directors� Ms� Wilson is the former Group Finance Director at 3i Grp plc�

Knowles (NYSE: KN)

Appoints Laura Angelini to the Board of Directors� Ms� Angelini is the former General Manager Renal Care Global Unit at Baxter International�

STEPHANIE DRESCHER

JAMES SMITH

LAURA ANGELINI

New Board Appointments

Lamb Weston (NYSE: LW)

Michael Smith promoted to CEO and he is appointed to the Board of Directors� Mr� Smith is the former Vice President and General ManagerLamb Weston Retail Potatoes at Conagra Brands�

Resignations/Retirements

Coca-Cola (NYSE: KO)

Helene Gayle retires from the Board of Directors� Ms� Gayle is the former President at Spelman College�

MICHAEL SMITH

HELENE GAYLE

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New Board Appointments

Alliance Resource Partners LP (NASDAQ: ARLP)

Appoints Ronna McDaniel to the Board of Directors� Ms� McDaniel is the former x- Republican National Committee Chair

Alpha Metallurgical Resources (NYSE: AMR)

Michael Gorzynski promoted to Chair of the Board Mr Gorzynski Managing Partner at MG Capital

CenterPoint Energy (NYSE: CNP)

Appoints Dean Seavers to the Board of Directors Mr Seavers is the former US President at National Grid

Devon Energy (NYSE: DVN)

Clay Gaspar promoted to CEO and he is appointed to the Board of Directors Mr Gaspar is the former Chief Executive Officer at WPX

Enbridge (NYSE: ENB)

Appoints Douglas Foshee to the Board of Directors Mr Foshee is the former CEO and CFO at Halliburton�

Murphy Oil (NYSE: MUR)

Eric Hambly promoted to CEO and he is appointed to the Board of Directors�

SM Energy (NYSE: SM)

Appoints Ashwin Venkatraman to the Board of Directors� Mr� Venkatraman is the Chief Executive Officer at Resermine�

Resignations/Retirements

GrafTech Int’l (NYSE: EAF)

Marcel Kessler resigns from the Board of Directors

Natural Gas Srvs Grp (NYSE: NGS)

David Bradshaw resigns from the Board of Directors Mr Bradshaw is the former Chief Operating Officer at Tipperary Corp

Victory Clean Energy (OTCMKTS: VYEY)

James McGinley resigns as CEO and from the Board of Directors Mr McGinley is the Chief Executive Officer at H2 Energy Group�

Glencore plc (LON: GLEN)

David Wormsley retires from the Board of Directors Mr Wormsley is the former Chair of the Board at Citigroup, UK Banking�

DEAN SEAVERS

ERIC HAMBLY

DAVID WORMSLEY

New Board Appointments

Associated Banc-Corp (NYSE: ASB)

Appoints Kristen Ludgate and Owen Sullivan to the Board of Directors� Ms� Ludgate is the Chief People Officer at HP Inc� and Mr� Sullivan is the former Chief Operating Officer at NCR�

Corebridge Financial (NYSE: CRBG)

Appoints Gilles Dellaert and Minoru Kimura to the Board of Directors� Mr� Dellaert is the Global Head of Credit and Insurance at Blackstone and Mr Kimura is the Executive Officer, Regional CEO for the Americas and Europe at Nippon Life Insurance

Euronet Worldwide (NASDAQ: EEFT)

Appoints Brad Sprong to the Board of Directors Mr Sprong is a former Partner at KPMG

First Citizens BancShares (NASDAQ: FCNCA)

Appoints Matt Snow to the Board of Directors Mr Snow is a Partner at Forvis Mazars

Flagstar Financial (NYSE: FLG)

Appoints Brian Callanan to the Board of Directors Mr Callanan is the Managing Director and General Counsel at Liberty Strategic Capital

JPMorgan Chase (NYSE: JPM)

Appoints Michele Buck to the Board of Directors Ms Buck is the Chair of the Board and Chief Executive Officer at The Hershey Company�

Legal & General Grp plc (LON: LGEN)

Appoints Mark Jordy to the Board of Directors Mr Jordy is the former Chief Executive Officer EMEA at Wellington Management�

Monroe Capital (NASDAQ: MRCC)

Appoints Lynn Jerath to the Board of Directors� Ms� Jerath is the Founder and President at Citrine Investment Group�

Mr Cooper Grp (NASDAQ: COOP)

Appoints Andrew Bon Salle to the Board of Directors� Mr� Bon Salle is the President at Bon Salle Group�

Pagaya Technologies (NASDAQ: PGY)

Appoints Alison Davis and Asheet Mehta to the Board of Directors� Ms� Davis is a Partner at Blockchain Coinvestors and Mr� Mehta is a former Senior Partner at McKinsey�

Prudential Financial (NYSE: PRU)

Andrew Sullivan promoted to CEO and he is appointed to the Board of Directors

MATT SNOW

MICHELE BUCK

ANDREW SULLIVAN

New Board Appointments

Raymond James Financial (NYSE: RJF)

Paul Shoukry promoted to CEO and he is appointed to the Board of Directors� Mr� Shoukry is the former Strategy Consultant at Baldwin Bell Green�

Regions Financial (NYSE: RF)

Appoints Roger Jenkins to the Board of Directors� Mr� Jenkins is the former Chief Executive Officer at Murphy Oil�

St James’s Place plc (LON: STJ)

Appoints Rooney Anand to the Board of Directors� Mr� Anand is the former Chief Executive Officer at Greene King�

Virtus Investment Ptnrs (NYSE: VRTS)

Appoints John Weisenseel to the Board of Directors� Mr� Weisenseel is the former Chief Financial Officer at Alliance Bernstein

Resignations/Retirements

Boston Omaha (NYSE: BOC)

Bradford Briner resigns from the Board of Directors� Mr� Briner is the elected Treasurer of the State of North Carolina�

Donegal Grp (NASDAQ: DGICA)

Scott Berlucchi to leave the Board of Directors� Mr� Berlucchi is the Chief Executive Officer at Auburn Memorial Hospital�

Lazard (NYSE: LAZ)

Richard Parsons resigns from the Board of Directors� Mr� Parsons is the Co-Founder at Imagination Capital�

Standard Chartered plc (LON: STAN)

David Conner retires from the Board of Directors� Mr� Conner is the former Chief Executive Officer at OCBC Bank Singapore

Western Alliance Bancorporation (NYSE: WAL)

Kevin Blakely retires from the Board of Directors Mr Blakely is the former Senior Advisor at Oliver Wyman

ROGER JENKINS

BRADFORD BRINER

KEVIN BLAKELY

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

New Board Appointments

aTyr Pharma (NASDAQ: ATYR)

Appoints Eric Benevich to the Board of Directors Mr Benevich is the former Chief Commercial Officer at Neurocrine

Beam Therapeutics (NASDAQ: BEAM)

Appoints Chirfi Guindo to the Board of Directors Mr Guindo is the Chief Marketing Officer Human Health at Merck & Co

Beauty Health (NASDAQ: SKIN)

Appoints Stephen Fanning to the Board of Directors Mr Fanning is the former Chief Executive Officer at Spectrum Solutions

Hologic (NASDAQ: HOLX)

Appoints Martin Madaus to the Board of Directors Mr Maddaus is an Operations Executive at Carlyle Group�

Maravai LifeSciences (NASDAQ: MRVI)

Robert Andrew Eckert promoted to Chair of the Board Mr Eckert is a Senior Adviser to Permira�

Monte Rosa Therapeutics (NASDAQ: GLUE)

Appoints Eric Hughes to the Board of Directors� Mr� Hughes is the Global R&D Chief Medical Officer at Teva Pharmaceuticals�

Myriad Genetics (NASDAQ: MYGN)

Appoints Mark Davis to the Board of Directors� Mr� Davis is the Senior Relationship & Growth Advisor at Cross Country Consulting�

Nuvalent (NASDAQ: NUVL)

Appoints Grant Bogle to the Board of Directors� Mr� Bogle is the Chief Executive Officer at Epizyme�

Paragon 28 (NYSE: FNA)

Appoints Dave Demski to the Board of Directors� Mr� Denski is the former CEO and CFO at Globus Medical�

QuidelOrtho (NASDAQ: QDEL)

Appoints John Chiminski and Scott Huennekens to the Board of Directors� Mr� Chiminski is the former CEO at Catalent and Mr� Huennekens is a Principal at Front Foot Ventures

Tilray Brands (NASDAQ: TLRY)

Appoints Steven Cohen to the Board of Directors Mr Cohen is the Interim-CEO at AYR Wellness

West Pharmaceutical Srvs (NYSE: WST)

Appoints Janet Haugen to the Board of Directors Ms Haugen is the former Chief Financial Officer at UniSys

MARTIN MADAUS

MARK DAVIS

JANET HAUGEN

Resignations/Retirements

Aspira Women’s Health (NASDAQ: AWH)

Nicole Sandford resigns as CEO and from the Board of Directors Ms Sandford is a Partner at Deloitte

Coherus Biosciences (NASDAQ: CHRS)

Kimberly Tzoumakas resigns from the Board of Directors Ms Tzoumakas is the Chief Executive Officer at Rays Radiology

LifeMD (NASDAQ: LFMD)

Robert Jindal resigns from the Board of Directors Mr Jindal is an Operations Adviser at Ares PE Group / Ares Management

Organon (NYSE: OGN)

Martha McGarry resigns from the Board of Directors Ms McGarry is a Partner, Co-Head of M&A at Mayer Brown�

Pulse Biosciences (NASDAQ: PLSE)

Burke Barrett resigns as CEO and from the Board of Directors Mr Barrett is the former Chief Executive Officer & President at CardioFocus�

MaxCyte (NASDAQ: MXCT)

Art Mandell retires from the Board of Directors� Mr� Mandell is the former Chief Executive Officer at Prestwick Pharmaceuticals�

NICOLE SANDFORD

ROBERT JINDAL

New Board Appointments

Alamo Grp (NYSE: ALG)

Appoints Colleen Haley to the Board of Directors Ms Haley is the Chief Executive Officer at Quality Metalcraft

American Vanguard (NYSE: AVD)

Appoints Carmen Tiu to the Board of Directors Mr Tiu is the former Global Regulatory Leader - MRL & Import Tolerance Strategies at Corteva Agriscience�

American Vanguard (NYSE: AVD)

Douglas Kaye named CEO and he is appointed to the Board of Directors Mr� Kaye is the former President, North America at Albaugh, LLC�

Celanese (NYSE: CE)

Scott Richardson promoted to CEO and he is appointed to the Board of Directors� Mr� Richardson is the former Senior Financial Analyst at American Airlines�

Dycom Industries (NYSE: DY)

Steven Nielsen promoted to CEO and he is appointed to the Board of Directors�

FMC (NYSE: FMC)

Appoints Anthony DiSilvestro to the Board of Directors� Mr� DiSilvestro is the Chief Financial Officer at Mattel�

Hexcel (NYSE: HXL)

Promotes Thomas Gentile to Chair of the Board and appoints David Li to the Board of Directors Mr Gentile is the CEO at Hexcel and Mr Li is the former CEO at CMC Materials

Ingevity (NYSE: NGVT)

Appoints Kevin Willis to the Board of Directors Mr Willis the Chief Financial Officer at Ashland

Insteel Industries (NYSE: IIIN)

Appoints Blake Doyle to the Board of Directors Mr Doyle is the Managing Director at Chevy Chase Trust Company

Intrepid Potash (NYSE: IPI)

Kevin Crutchfield named CEO and he is appointed to the Board of Directors Mr Crutchfield is the Chief Executive Officer at Compass Minerals�

Liberty Media (NASDAQ: FWONA)

Appoints Chase Carey to the Board of Directors� Mr� Carey is the former Chief Executive Officer at Formula 1�

COLLEEN HALEY

DOUGLAS KAYE

BLAKE DOYLE

New Board Appointments

Lightwave Logic (NASDAQ: LWLG)

Yves LeMaitre named CEO continues on the Board of Directors Mr LeMaitre is the former Chief Executive Officer at Astrobeam space

Lockheed Martin (NYSE: LMT)

Appoints John Aquilino to the Board of Directors Mr Aquilino is a former Admiral in the U S Navy

NOV (NYSE: NOV)

Appoints Christian Kendall to the Board of Directors Mr Kendall is the former Chief Executive Office at Denbury

NuScale Power (NYSE: SMR)

Appoints Diana Walters to the Board of Directors Ms Walters is the former President at Liberty Minerals�

Owens Corning (NYSE: OC)

Appoints Michelle Collins to the Board of Directors Ms Collins is a Partner at Deloitte�

Sensata Technologies (NYSE: ST)

Stephan von Schuckmann named CEO and he is appointed to the Board of Directors� Mr� von Schuckmann is the EVP Electric Mobility & Asia Pacific Region at ZF Group�

Stardust Power (NASDAQ: SDST)

Appoints Martyn Buttenshaw to the Board of Directors� Mr� Buttenshaw is the Chief Executive Officer at Mackay Precious Metals�

United States Antimony (NYSEAMERICAN: UAMY)

Gary Evans promoted to CEO and he continues as Chair of the Board�

Verde Resources (OTCMKTS: VRDR)

Appoints Eric Bava to the Board of Directors� Mr� Bava is the former CoFounder at plantwise�

Wabtec (NYSE: WAB)

Appoints Juan Perez to the Board of Directors� Mr� Perez is the Chief Information & Engineering Officer at UPS�

Westlake (NYSE: WLK)

Appoints Roger Cregg to the Board of Directors� Mr� Cregg is the former Chief Executive Officer at AV Homes

JOHN AQUILINO

MICHELLE COLLINS

JUAN PEREZ

Resignations/Retirements

Danaher (NYSE: DHR)

Pardis Sabeti retires from the Board of Directors Ms Sabeti is an Investigator at Howard Hughes Medical Institute, Professor at Harvard University & Harvard School of Public Health�

Gates Industrial plc (NYSE: GTES)

Seth Meisel resigns from the Board of Directors� Mr� Meisel is the Senior Managing Director at Blackstone PE Group�

Johnson Controls Int’l (NYSE: JCI)

Simone Menne to leave the Board of Directors� Ms� Menne is the former Chief Financial Officer at Boehringer Ingelheim GmbH�

KBR (NYSE: KBR)

Mark Baldwin retires from the Board of Directors� Mr� Baldwin is the former Group Chief Financial Officer at Dresser-Rand�

L3Harris Technologies (NYSE: LHX)

Peter Chiarelli retires from the Board of Directors� Mr� Chiarelli is the President at Gates Global Policy Center

Lennox Int’l (NYSE: LII)

Janet Cooper and Gregory Swienton retire from the Board of Directors�

Ms Cooper is the former Treasurer at Qwest Communications and Mr Swienton is the former Chief Executive Officer at Ryder Systems

Origin Materials (NASDAQ: ORGN)

Rich Riley resigns as Co-CEO and from the Board of Directors Mr Riley is the former Industry Advisor at KKR & Co L P

Ouster (NYSE: OUST)

Riaz Valani resigns from the Board of Directors Mr Valani is the Founder at Global Asset Capital

Volution Grp plc (LON: FAN)

Margaret Amos leaves the Board of Directors Ms Amos is an Aerospace Consultant�

SETH MEISEL

PETER CHIARELLI

MARGARET AMOS

New Board Appointments

London Stock Exchange Grp (LON: LSEG)

Appoints Lloyd Pitchford to the Board of Directors� Mr� Pitchford is the Chief Financial Officer at Experian Plc

Resignations/Retirements

Jardine Matheson Hldgs Ltd (LON: JAR)

Percy Weatherall and Julian Hui to leave the Board of Directors� Mr� Weatherall is a former Managing Director at Jardine and Mr� Hui is an Executive Director at Owens Co�

Sunrun (NASDAQ: RUN)

Gerald Risk resigns from the Board of Directors� Mr� Risk is a Partner at TTCER Partners

LLOYD PITCHFORD

GERALD RISK

Public Utilities

New Board Appointments

Ameren (NYSE: AEE)

Appoints Steven Vondran to the Board of Directors� Mr� Vondran is the Chief Executive Officer at American Tower�

Clearway Energy (NYSE: CWEN)

Appoints Marc-Antoine Pignon to the Board of Directors� Mr� Pignon is the Chief Executive Officer at TotalEnergies Renewables USA�

Constellation Energy (NASDAQ: CEG)

Appoints Eileen Paterson and Peter Oppenheimer to the Board of Directors� Ms� Paterson is the former CEO at Aerojet and Mr� Oppenheimer is the former CFO at Apple�

PG&E (NYSE: PCG)

Appoints Leo Denault to the Board of Directors� Mr� Denault is the former Chair of the Board and Chief Executive Officer at Entergy

Pinnacle West Capital (NYSE: PNW)

Theodore Geisler promoted to Chair of the Board, CEO and he is appointed to the Board of Directors

TXNM Energy (NYSE: TXNM)

Appoints Joseph Tarry to the Board of Directors

Resignations/Retirements

NORA BROWNELL

CenterPoint Energy (NYSE: CNP)

Barry Smitherman resigns from the Board of Directors� Mr� Smitherman is the President at Barry Smitherman Law Firm�

Reliance (NYSE: RS)

Mark Kaminski to leave the Board of Directors� Mr� Kaminski is the former Chief Executive Officer at Commonwealth Industries

Sunnova Energy Int’l (NYSE: NOVA)

Nora Brownell resigns from the Board of Directors� Ms� Brownell is the CoFounder at ESPY Energy Solutions

STEVEN VONDRAN

LEO DENAULT

Real Estate

New Board Appointments

Healthcare Realty Trust (NYSE: HR)

Appoints David Henry, Glenn Rufrano and Don Wood to the Board of Directors� Mr� Henry is the former CEO at Kimco Realty Corporation, Mr� Rufrano is the former CEO at VEREIT, Inc�, and Mr� Wood is the CEO at Federal Realty Investment Trust�

Iron Mountain (NYSE: IRM)

Appoints June Yee Felix to the Board of Directors� Ms� Yee Felix is the former Group CEO at IG Group plc

National Health Investors (NYSE: NHI)

Appoints Candice Todd to the Board of Directors� Ms� Todd is the former Managing Director and Chief Financial Officer at Morgan Stanley Real Estate Investments

Newlake Capital Partners (OTCMKTS: NLCP)

Appoints Dina Rollman to the Board of Directors Ms Rollman is Chief Executive Officer at StrainBrain and Powr Plant

Udemy (NASDAQ: UDMY)

Appoints Marylou Maco and Debra Chrapaty to the Board of Directors

Ms Maco is the Chief Revenue & Customer Experience Officer at Avaya and Ms� Chrapaty is the Chief Technology Officer at Toast�

Resignations/Retirements

Chicago Atlantic Real Estate Finance (NASDAQ: REFI)

Donald Gulbrandsen resigns from the Board of Directors� Mr� Gulbrandsen is the Chief Executive Officer at Gulbrandsen Companies

Welltower (NYSE: WELL)

Diana Reid resigns from the Board of Directors� Ms� Reid is named Chief Executive Officer at Federal Home Loan Mortgage Corp / Freddie Mac�

Outfront Media (NYSE: OUT)

Jeremy Male retires as Chair of the Board, CEO and from the Board of Directors� Mr� Male is the former CEO UK & Northern Europe at JCDECAUX�

JUNE YEE FELIX

CANDICE TODD

DIANA REID

New Board Appointments

Agilysys (NASDAQ: AGYS)

Appoints Lisa Pope to the Board of Directors� Ms� Pope is the President at Epicor�

Amkor Technology (NASDAQ: AMKR)

Appoints John Liu to the Board of Directors� Mr� Liu is the Chief Executive Officer at Essex Equity Capital & Managing Partner at Richmond Hill Investments�

Arrow Electronics (NYSE: ARW)

Appoints Lawrence Chen to the Board of Directors� Mr� Chen is the Chief Executive Officer at InterDigital, Inc�

Blackbaud (NASDAQ: BLKB)

Appoints Bradley Pyburn to the Board of Directors� Mr� Pyburn is a former Major General in the United States Air Force

Cadence Design (NASDAQ: CDNS)

Appoints Moshe Gavrielov to the Board of Directors� Mr� Gavrielov is the former Chief Executive Officer at Xilinx

Datadog (NASDAQ: DDOG)

Appoints Amit Agarwal to the Board of Directors Mr Agarwal is the former Director, Product Management at Quest Software

Duolingo (NASDAQ: DUOL)

Appoints Bonnie Ross to the Board of Directors Ms Ross is the former Head of the Halo Franchise at Microsoft

Evolv Technologies (NASDAQ: EVLV)

John Kedzierski named CEO and he is appointed to the Board of Directors Mr Kedzierski is the former SVP Global Enterprise Sales at Motorola Solutions�

Five9 (NASDAQ: FIVN)

Appoints Sagar Gupta to the Board of Directors� Mr� Gupta is the Portfolio Manager at Anson Funds�

GitLab (NASDAQ: GTLB)

William Staples named CEO and he is appointed to the Board of Directors� Mr� Staples is the former Chief Executive Officer at New Relic�

GoodRx (NASDAQ: GDRX)

Wendy Barnes named CEO and she is appointed to the Board of Directors� Ms� Barnes is the former Chief Executive Officer at RxBenefits�

BRADLEY PYBURN

MOSHE GAVRIELOV

WENDY BARNES

New Board Appointments

Intel (NASDAQ: INTC)

Appoints Eric Meurice and Steve Sanghi to the Board of Directors� Mr� Meurice is the former Chief Executive Officer at ASML Holding NV and Mr� Sanghi is the former CEO and President at Microchip Technology�

OSI Systems (NASDAQ: OSIS)

Ajay Mehra promoted to CEO and he is appointed to the Board of Directors�

Paycom Software (NYSE: PAYC)

Appoints Joe Binz to the Board of Directors� Mr� Binz is the former Chief Financial Officer at Atlassian�

PROS (NYSE: PRO)

Appoints John Strosahl to the Board of Directors� Mr� Strosahl is the Chief Executive Officer at Jamf

Universal Display (NASDAQ: OLED)

Appoints April Walker to the Board of Directors� Ms� Walker is the former SVP Customer Success at Salesforce

Vishay Precision Grp (NYSE: VPG)

Appoints Nava Swersky Sofer to the Board of Directors Ms Swersky Sofer is the former President and CEO of the Yissum Hebrew University of Jerusalem Technology Transfer

Workday (NASDAQ: WDAY)

Appoints Elizabeth Centoni to the Board of Directors Ms Centoni is the Chief Customer Experience Officer at Cisco

AJAY MEHRA

ELIZABETH CENTONI

Resignations/Retirements

Allegro MicroSystems (NASDAQ: ALGM)

David Aldrich resigns from the Board of Directors� Mr� Aldrich is the former Chief Executive Officer at Skyworks Solutions�

Evolv Technologies (NASDAQ: EVLV)

Merline Saintil resigns from the Board of Directors� Ms� Saintil is the former COO, R&D and IT at Change Healthcare�

Evolv Technologies (NASDAQ: EVLV)

Peter George resigns from the Board of Directors�

Intel (NASDAQ: INTC)

Patrick Gelsinger resigns as CEO and from the Board of Directors� Mr� Gelsinger is the former Chief Executive Officer at VMware�

Palo Alto Networks (NASDAQ: PANW)

Helene Gayle resigns from the Board of Directors� Ms� Gayle is the former President at Spelman College�

Rumble (NASDAQ: RUM)

David Sacks resigns from the Board of Directors� Mr� Sacks Co-Founder and Partner Craft Ventures�

SoundThinking (NASDAQ: SSTI)

Pascal Levensohn to leave the Board of Directors� Mr� Levensohn is a Managing Member at Levensohn Venture Partners�

MERLINE SAINTIL

DAVID SACKS

New Board Appointments

Digi Int’l (NASDAQ: DGII)

Appoints Valerie Heusinkveld and Allison West Hughes to the Board of Directors� Ms� Heusinkveld is the former Chief Financial Officer at Cradlepoint and Ms� West Hughes is the VP Digital Sales Microsoft�

Lumentum (NASDAQ: LITE)

Appoints Paul Lundstrom to the Board of Directors� Mr� Lundstrom is the Chief Financial Officer at Copeland�

PAUL LUNDSTROM

December 2024 Board Appointments & Departures

Private Corporations

Bombardier

Appoints Bettina Fetzer to the Board of Directors� Ms� Fetzer is the Vice President Digital & Communications at Mercedes-Benz AG�

Burberry Group PLC

Appoints Stella King to the Board of Directors� Ms� King is the Chief Chinese Business Officer at Moncler�

Cadence Design Systems, Inc.

Appoints Moshe Gavrielov to the Board of Directors� Mr� Gavrielov is the former president and CEO at Xilinx, Inc�

Encino Acquisition Partners, LLC

Appoints Brent Smolik to the Board of Directors� Mr� Smolik is President at Noble Energy�

Esker

Appoints Dan Reeve to the Board of Directors� Mr� Reeve is the Vice President of Sales at Esker�

NextRNA Therapeutics

Appoints Charles (Chuck) Kunsch to the Board of Directors� Dr� Kunsch is a Venture Partner at Dreavent Capital

SimCorp

Appoints Jeff Conway to the Board of Directors� Mr� Conway is the former Head of Global Delivery and Business Transformation at State Street Corporation

T&M Associates

Appoints Clyde Higgs to the Board of Directors Mr Higgs is the President & CEO at Atlanta Beltline, Inc

Truvian Health

Appoints Tina Nova to the Board of Directors Dr Nova is the former president and CEO at Decipher Biosciences�

Wisdom Analytics

Appoints Jason English to the Board of Directors Mr English is the founder and principal at South Street Advisers�

BETTINA FETZER

STELLA KING

JASON ENGLISH

December 2024 Board Appointments & Departures Corporations Index

December 2024 Board Appointments & Departures Director Index

Adelgren, Paul

Agarwal, Amit

Barbarosh, Craig 47

Barnes, Wendy 65

Barrett, Burke 57

Bava, Eric 59

Beck, Christophe 46

Benevich, Eric

Berlucchi, Scott

Besca, Mark

Binz, Joe

Blakely, Kevin

Bogle, Grant

Bon Salle, Andrew

Bradshaw, David

Briner, Bradford 54

Brown-Philpot, Stacy 49

Brownell, Nora 63

Buck, Michele 53

Buttenshaw, Martyn 59

Callnan, Brian ��

Carey, Chase ��

Centoni, Elizabeth 66 Chen, Lawrence 65

Chiarelli, Peter 60 Chiminski, John 56

Chrapaty, Debra 64

Cohen, Steven

Collins, Michelle

Comonte, Tara 47

Conner, David 54

Cooper, Janet 60

Cregg, Roger 59

Crutchfield, Kevin 58 Davis, Alison

53 Davis, Mark 56

Dellaert, Gilles 53

Demski, Dave 56

Denault, Leo 63 DiSilvestro, Anthony 58 Doyle, Blake

Dreiling, Richard

December 2024 Board Appointments & Departures Director Index

Sengstack, Gregg

Shackelton, Chris

Shoukry, Paul

Shuman-Fabbri, Natalia

Singh, Rajinder

Smitherman, Barry

Snow, Matt

Spofford, Claire

Swersky, Nava

Swienton, Gregory

Tarry, Joseph

Tiu, Carmen

Tzoumakas, Kimberly

Valani, Riaz

Venkatraman , Ashwin

Vondran, Steven

Wade, Anne

Walker, April

Walters, Diana

Weatherall, Percy

Weisenseel, John

Willis, Kevin

Wilson, Malcolm

Wilson, Julia

Wood, Don

Wormsley, David

Yang, June

Yee Felix, June