Board Recruitment November 2024: 50 Military Veteran Board Members Making a Difference

Board Recruitment

LEO MACKAY

Lieutenant Commander, U.S. Navy Board Member at LMVentures, Cognizant Technology Solutions Corporation, and Ameren, Inc.

ELISA BASNIGHT

Captain, U.S. Army & Army Reserve Board Member at Southeastern Freight Lines, University of Maryland Medical System, and Council on Foreign Relations (Term Member Subcommittee)

RON MAGNUS

Major, U.S. Air Force Board Member at Fortis Construction, Inc., Baker Concrete Construction, Inc., Qhala, ELCCO, Kentegra Biotechnology, and ICI/ Telunas Resorts

JPMorgan Chase appoints Brad Smith, former Chief Executive Officer at Intuit, to the Board of Directors

Vice

One Source, and

MARK FERGUSON

Admiral, U.S. Navy Board Member at Pacific Gas and Electric Company and VSE Corporation

Chief Financial Officer at Hewlett Packard Enterprise joins Board of Qualcomm

Kraft Heinz appoints Debby Soo, CEO at OpenTable, to the Board of Directors

MARY JACKSON

Admiral, U.S. Navy Board Member at Jacobs, Victory Capital Management, Custom Truck

the U.S. Naval Academy Foundation

A Message from the CEO of BoardProspects

Welcome to the November 2024 Issue of Board Recruitment! BoardProspects’ flagship publication is dedicated to keeping you informed on the latest trends in corporate governance and boardroom composition Our mission is to equip you with the insights and strategies that will enhance your board’s effectiveness

In honor of Veterans Day, we are pleased to feature “50 Military Veteran Board Members Making a Difference,” recognizing the exceptional contributions of military veterans who are now making an impact in the boardroom These honorees bring invaluable skills—strategic thinking, resilience, and leadership—that they developed through their service and now apply to guide corporate governance and drive organizational success�

This issue also includes valuable contributions from our BoardRoom Resource Partners:

• “Board Risk Reporting in Disruptive Times” (Source: Protiviti): Explore best practices for strengthening board risk oversight in a rapidly changing business environment�

• “ISS Publishes 2024 Global Benchmark Policy Survey Results” (Source: Compensation Advisory Partners): Stay informed on key governance trends and benchmarks to anticipate for the year ahead

• “Preparing for an Activist Investor” (Source: Sidley): Gain practical insights into navigating and preparing for shareholder activism�

We are proud to honor our veteran leaders this month and thank them for their service—both to our country and now in the boardroom As always, we welcome your feedback to help us deliver content that best meets your needs� Thank you for being an essential part of the BoardProspects community�

Mark Rogers Founder and CEO, BoardProspects

1

Board Risk Reporting in Disruptive Times1

By Jim DeLoach

Risk reporting to the board may not be fit for purpose in these uncertain times. Directors are trending toward expecting more dialogue, engagement and forwardlooking insights based on relevant data and information. A principled approach would help.

Boards and their companies face a constant and seemingly unending state of flux in the marketplace Emergence of the unexpected is the norm� Directors face uncertainty in not knowing what they don’t know� The half-life of corporate strategies is shrinking Innovations in process workflows, products and services are constantly changing the way people live, work and play� Smart decision-making places a premium on staying in close

touch with relevant stakeholders� The volatile geopolitical landscape, regional conflicts, national elections driving policy shifts, government fiscal deficits and central bank monetary policy decisions are forcing fresh assessments of long-held assumptions� These and other interrelated factors are driving opportunity, risk and the pace of change, making it clear that the past has little relevance in predicting the future�

INTERRELATED FACTORS ARE DRIVING OPPORTUNITY, RISK AND THE PACE OF CHANGE, MAKING IT CLEAR THAT THE PAST HAS LITTLE RELEVANCE IN PREDICTING THE FUTURE. FOR BOARDS, THIS HIGHLIGHTS THE IMPORTANCE OF CONSIDERING BROADLY UNFORESEEN DEVELOPMENTS — BOTH INTERNATIONALLY AND DOMESTICALLY — THAT COULD SIGNIFICANTLY IMPACT A COMPANY’S RISK PROFILE AND STRATEGY-SETTING AND EXECUTION.

For boards, this highlights the importance of considering broadly unforeseen developments — both internationally and domestically — that could significantly impact a company’s risk profile and strategy-setting and execution Directors need help in defining, understanding and converging on risk�

Given this state of play, we offer 10 interrelated principles underlying board risk reporting and engagement 2

1. Link risk reports to key business objectives.

Depending on the nature of the business, the relevance of risk reporting should be assured by coupling it to business plans and the critical objectives and initiatives management has communicated

to the board� Some risks may affect multiple objectives, whereas others may require specific actions to address changing internal and external conditions to ensure achievement of objectives — which, in turn, increases the robustness of the strategy itself� In effect, risk reporting should be integrated with strategy, business plans and performance management� It is less effective when it is an afterthought to strategy and an appendage to performance management� Failure to define risks in the context of the organization’s objectives leads to inevitable “so what” questions�

RISK REPORTING IS LESS EFFECTIVE WHEN IT IS AN AFTERTHOUGHT TO STRATEGY AND AN APPENDAGE TO PERFORMANCE MANAGEMENT.

2. Feed board reporting off of management reporting.

If the two are aligned in substance with the only difference being depth of content, the reporting process is more elegant, and things get easier� If management devotes significant time to prepare risk information solely for the purpose of reporting to the board, a red flag emerges for directors� For the process strongly suggests that the reports the board receives are not intended

2 In February 2016, Protiviti released a Board Perspectives issue (www protiviti com/sites/default/files/2023-02/board-perspectives-risk-oversight-issue77- principles-forimproving-board-risk-reporting-protiviti pdf) summarizing six board risk reporting principles intended to focus directors on the risks that matter Later that year, Richard M Steinberg added four more principles to Protiviti’s six in his article “Risk Reporting to the Board,” published in 2016 in Compliance Week (www complianceweek com/ risk-reporting-to-the-board/10727 article) His four principles addressed additional matters boards should consider when evaluating the quality of risk communications This collaboration by the author with Steinberg (who was the lead author of the original COSO internal control and enterprise risk management frameworks and is a sought-after board adviser) provided the starting point for refreshing this discussion in this issue of Board Perspectives in view of today’s market optics

to facilitate the organization’s strategic management of risk� The process is most effective when (1) the primary risk owners assume responsibility for managing the critical risks, including emerging risks, created by the activities for which they are accountable, (2) the risk management discipline is integrated with performance management, and (3) focused, concise and insightful board reporting is derived from relevant information used in the business�

3. Focus risk reporting on critical enterprise risks and emerging risks.

Critical enterprise risks represent the risks that can threaten the viability of the company’s strategy, business model or reputation� If agreed upon with the board, they warrant the most attention when considering the strategy-setting process in boardroom discussions� Also, directors need to be mindful of emerging risks triggered by unanticipated and potentially disruptive events of varying velocity, including catastrophic events (e�g�, a pandemic, major cyberattack or hurricane) and existing risks accelerated by external and/ or internal factors in unexpected ways (e�g�, significant supply chain disruptions, regional conflicts or disruptive industry innovations)� These two risk categories provide a context for the full board and specific board committees to consider when evaluating whether the scope of risk reporting is sufficiently

comprehensive, forward-looking and focused on the right risks

High-level updates on company initiatives in these risk areas allow the board to understand progress, or lack thereof, toward improving and sustaining organizational agility and preparedness and to engage management in focused follow-up discussions�

4. Address day-to-day risks on an outlier basis and when reporting on different areas of the business.

Every business has myriad operational, financial and compliance risks� If any of these risks are critical enterprise risks, they warrant the attention of either the full board or a designated board committee� The remaining risks represent a separate category of risks that should be communicated to the board as part of periodic status reports on line-of-business, product, geography, functional or program performance� However, unusual significant and unexpected matters related to these day-to-day risks should be escalated timely according to established protocols� For example, if there are exceptions against established limits (i�e�, limit breaches) or a significant breakdown, error, incident, loss (or lost opportunity), close call or near miss in a critical area, this would warrant escalation to the board�

CRITICAL ENTERPRISE RISKS AND EMERGING RISKS PROVIDE A CONTEXT TO CONSIDER WHEN EVALUATING WHETHER THE SCOPE OF RISK REPORTING IS SUFFICIENTLY COMPREHENSIVE, FORWARDLOOKING AND FOCUSED.

5. Define and communicate who is responsible for risk management

Directors want to know that someone owns the risks that matter� Risk ownership responsibility rests with the CEO, their direct reports and so on, cascading downward and across the organization so that everyone with significant responsibilities is accountable for the risks sourced from their respective activities� To this end, the chief risk officer (CRO) may serve as a catalyst in designing, implementing and providing needed support to risk owners in implementing the organization’s risk management framework The board needs assurance that responsibility for managing risk is where it should be — at the source of risk so that unforeseen developments can be acted on timely

6. Require risk owners to engage directly with the board on relevant risks.

When owners of corporate, lineof-business, product, geography, functional or program objectives and performance goals report to the

board, they should also disclose the most important risks they face within the context of a common framework and language� This linkage of opportunity and risk is important, as it enables each stakeholder reporting to the board to engage in a dialogue with directors on (a) the underlying risks and assumptions inherent in executing the strategy and achieving performance targets, (b) the “hard spots” and “soft spots” inherent in the business plan, and (c) the implications of changes in the external environment on the core assumptions and desired risk levels underlying the strategy� Integrating risk with performance reporting engages the collective experience of the board in addressing potential market developments and elevates confidence in management’s risk awareness and ownership�

7. Report on whether changes in the external environment are affecting critical strategic assumptions.

To help address emerging risks, board reporting should offer insights regarding management’s assumptions about markets, customers, competition, technology, regulations, commodity availability and other external factors and, more important, whether those assumptions remain valid� Reporting should focus on whether changes in these external factors have occurred or are occurring and, if so, whether such changes alter fundamentals underlying the business model� To illustrate, national elections all over

the world have begun tilting the direction of policy preferences from one end of the political spectrum to the other� What impact will these elections have on long-standing alliances, societal civility, and trade, immigration, fiscal and monetary policies? Who will be the inevitable winners and losers by industry and how will company strategies and messaging be affected? Risk reporting should include insights from both external and internal sources as well as from geopolitical and scenario analyses to offer an “early warning” red-flag capability� Proactive “reality testing” that drives timely, actionable follow-up engenders forward-looking confidence in the boardroom�

8. Provide insights on how management ensures an effective risk management process.

In addition to understanding who is responsible for risk, directors should have at least a highlevel understanding of the risk management process itself — for example, how the process is designed, the way in which it is implemented, the extent of buyin and ownership across the organization, how the board’s role is delineated from management’s, and how effectively the process is functioning — giving them confidence that management is effective in identifying, sourcing, measuring, managing and monitoring the company’s risks� The overriding theme of considering the potential for and impact of significant unforeseen

developments should be emphasized when discussing who is responsible, who is accountable, who should be consulted and when, and who should be informed in an open, “speak up” and transparent culture If the CRO (or an equivalent executive) and internal audit provide assurance on the effectiveness of risk management processes — including the related tabletop and scenario-planning exercises, market intelligence–gathering processes, risk metrics and internal controls — the board’s confidence is further enhanced�

9. Pay attention to directors’ preferences.

This self-evident principle suggests the importance of listening to directors to align risk reporting more closely with their preferences� Our discussions with directors indicate that many want:

• Plain language reporting — This is an imperative for boardroom success�

• Crisp presentations — Keep presentations short and to the point� Addressing specific questions in the boardroom (rather than preparing a comprehensive presentation that purports to anticipate every possible question) leads to focused discussions and zeroes in on directors’ real concerns�

• More insights and less detail — Overwhelming directors with data mires them in the weeds and does not contribute to strategic conversations� Instead, focus on the message and the

real issues facing the company and end with key takeaways and actionable conclusions� Sharing data is productive if the dots are connected with intention to support takeaways that educate the board on management’s thinking� If a deep dive is needed in a particular area, take it offline, if possible�

IF THE CRO AND INTERNAL AUDIT PROVIDE ASSURANCE ON THE EFFECTIVENESS OF RISK MANAGEMENT PROCESSES, THE BOARD’S CONFIDENCE IS FURTHER ENHANCED.

• More engagement and dialogue — Directors value productive risk discussions� For example, risk assessments that are linked to the company’s strategic objectives and performance goals could be integrated into strategic boardroom discussions� Risks related to the most formidable obstacles to achieving the company’s objectives and goals can surface useful insights that require follow-up�

• Better understanding of the uncertainty the company faces — Many directors want to know what management is doing to improve organizational resilience, agility and preparedness�

• An opportunity to look forward, not backward — Boards want more forward-looking insights (i�e�, management not only tends to the knitting of executing the strategy but also monitors the vital signs

in the marketplace that evidence continued relevance of the strategy and business model)� For example, analysis of plausible and extreme scenarios can contribute insights that lead to meaningful response plans, action triggers and decision prompts that will give the board confidence in the company’s resilience in facing the unexpected

• Learnings from post-mortems — When things that weren’t anticipated go wrong — either in the company or in another organization — an objective post-mortem can provide valuable insights for both the board and CEO�

10. Continuously improve board risk reporting through an iterative process.

Apply the above interrelated principles with the intention of asking the board to provide feedback While it is true that directors often don’t know what they want specifically in the way of reporting, continuous improvement is a two-way street� Start with an approach and improve it continuously with iterative feedback from directors and the CEO�

The above interrelated principles are not intended to prescribe specific reporting practices but rather to offer sound directional guidance for the board and management to improve board risk reports and conversations that are grounded in a strategic context� There is no one-sizefits-all approach to board risk reporting What works for one board may not for another� Every organization is different from a strategic, operational,

cultural and organizational structure standpoint, which, in turn, drives different reporting to the board� But in the end, directors want an ongoing review of progress, a focus on practical and actionable takeaways, and timely forwardlooking insights on what matters as markets evolve and unforeseen developments occur�

TAKE OUR GLOBAL BOARD GOVERNANCE SURVEY

Protiviti, Broadridge, and BoardProspects are pleased to launch our second annual Global Board Governance Survey designed to gain the perspective of board members, CEOs and other C-level executives on the topic of disruption� Your participation will help us better understand and contrast the perspectives of active directors and C-suite leaders on this important issue of our times� Take the survey today�

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

ISS Publishes 2024 Global Benchmark Policy Survey Results

By Shaun Bisman and Rebecca Friday

ISS released the results of their 2024 Global Benchmark Policy Survey, conducted in August 2024, to gather input for potential policy changes to their 2025 proxy voting guidelines. As part of ISS’ annual policy development process, the survey received 325 responses—199 from investors and affiliated organizations and 126 from non-

This article provides a summary of the survey results of the executive compensation related topics; ratio of performance-based equity awards to time-based equity, vesting periods for time-based equity, and use of discretionary determinations in annual incentive plans�

Ratio of Performance-Based Equity Awards to Time-Based Equity

ISS’s qualitative assessment of payfor-performance (PFP) misalignment generally considers performancebased equity awards as a favorable mitigating factor, while viewing timevesting equity awards negatively as an aggravating factor� This approach was initially shaped by investor sentiment, with the belief that performance- based vesting enhances alignment between executives and shareholders� However, growing numbers of investors have expressed concerns over performance equity practices, pointing to their complexity and the tendency for weak performance targets to result in payouts

that exceed target expectations� The survey explored views on equity award practices within the context of PFP misalignment�

Survey Findings:

• 43% of investors supported maintaining the current approach, treating a predominance of timebased equity awards as a negative factor, even if they feature extended vesting periods of more than four years

• 70% of non-investors favored treating time-based equity awards with extended vesting periods as a positive mitigating factor, similar to performance-based awards

Vesting Periods for Time-Based Equity

Respondents who believe the current approach should be revised to view time-based equity awards with extended vesting periods as a positive mitigating factor were asked what length of vesting period should cause an award to positively mitigate a PFP misalignment�

Survey Findings:

• 66% of investors and 58% of noninvestors agreed that a vesting period of at least five years would be sufficient to consider these awards positively

• ISS asked respondents whether a meaningful post-vesting holding period should be required for such awards to be considered a positive mitigating factor in cases of PFP misalignment�

•

Survey Findings:

• 68% of investors supported requiring a post-vesting holding period, and 73% of non-investors disagreed, finding it unnecessary

Use of Discretionary Determinations in Annual Incentive Plans

ISS policy generally favors annual incentive programs that use preestablished, measurable goals and provide clear disclosure of targets and their relative weightings, viewing such programs positively� Programs that depend heavily on discretionary judgments and lack transparency around their goals and weightings are viewed unfavorably� Per ISS, the limited use of discretionary factors is acceptable, provided they are clearly defined� While the majority of S&P 500 companies adhere to these guidelines, some, particularly in the financial sector, use fully discretionary incentive plans based on year-end evaluations ISS sought feedback on whether largely discretionary annual incentive programs are problematic, even if aligned with industry or peer practices�

Survey Findings:

• 52% of investors found discretionary incentive programs problematic, even if aligned with peer practices

• Non-investors were divided, with 38% viewing discretionary programs as acceptable if their structure is in line with industry or peer practices, and the company provides transparency about the key factors taken into consideration; 31% found discretionary programs

to be problematic only when pay is misaligned with the company’s performance

Conclusion

While respondents to ISS’s annual policy survey generally aligned on topics not covered in this article—such as the most useful human capital management metrics for evaluating shareholder proposals—they held differing views on executive compensation issues� Both investors and non-investors expressed conflicting opinions on time-based equity awards, post-vesting holding periods, and discretionary incentive pay� ISS will use the results to draft its 2025 policy updates, which are anticipated to be finalized in late November or early December and will take effect after February 1, 2025� Before finalizing the updates, ISS will hold a comment period to gather feedback on the proposed changes

For information related to the ISS Global Benchmark Policy Survey, please visit: Results of Global Benchmark Survey

Preparing for an Activist Investor What Boards Need to Know to Navigate Shareholder Activism.

By Jessica Wood, Derek Zaba, and Kai H.E. Liekefett

From a tactical perspective:

Activists have the ultimate advantage: they get to choose whether and when a campaign will take place� Inevitably, they are prepared when they choose to launch Target companies, on the other hand, begin campaigns on the defensive� Therefore, it is paramount that companies properly prepare for activism before an activist arrives to help level the tactical playing field

Strategy:

The best defense against shareholder activism is a clear strategy that is wellarticulated to shareholders, executed deftly, and evidenced by financial and operational performance� When considering significant strategic and operational decisions, it is often helpful to consider how an activist would view those decisions� If the board’s desired path is a common theme in activism campaigns, then it’s helpful to ensure the rationale for the decision is sound, pressure-tested, and can be effectively conveyed to shareholders�

Engagement with shareholders and other stakeholders:

Building rapport with a company’s shareholders provides numerous benefits, particularly in the event of a proxy contest� Having a strong history of engagement and building credibility across types of shareholders can be critical if an activist emerges It is important to understand that shareholder bases are not monolithic— index fund and quantitative investors have different perspectives than long-only investors and hedge funds Even within those broad categories, individual investors often have different preferences� Research demonstrates that shareholder engagement is associated with increased shareholder confidence in management and the board, as well as a lower likelihood of activism� When companies do experience activism, those with greater engagement have less costly campaigns�

The company should also work toward cultivating strong relationships with other important third-party constituents, such as analysts, proxy advisory firms, and the media, who can play an important role in a proxy contest� The media often has a strong, preexisting relationship with activist firms, so it is important to level the playing field during peacetime by establishing similar connections with the company�

Board composition and corporate governance:

Board composition and corporate governance should be a key focus for the board during peacetime� Every company will have stumbles from time to time, and when that occurs, governance will be brought into sharp focus� Any governance vulnerabilities will be exploited by an activist as part of their broader campaign� Therefore, it is important to regularly review the company’s governance profile and practices to ensure that they consider the perspectives of the company’s shareholder base and are well-tailored to the company’s circumstances�

Board representation is the ultimate leverage point for an activist Activists will target any vulnerabilities in the board’s overall composition, structure, or practices, as well as any individual director vulnerabilities� While refreshment and tenure are the most obvious targets, activists will also aim at skills, experience, and background if they do not align with the activist’s views of what the boardroom requires� The board should objectively assess its own composition on a regular basis to ensure that it reflects the right mix of background and perspectives necessary to oversee the company’s strategy and management

Contingency planning:

Effective contingency planning for activism is similar to other potential high-impact crisis situations� Effective contingency plans include implementing

early warning systems that will detect the arrival of an activist and identifying a team of advisors that would shepherd the board and management through an activist campaign should one arise� It is helpful to create a “break the glass” response plan for the most likely contingencies, particularly in the case of an “ambush” public attack with no prior warning� Annual tabletop exercises with key advisors to simulate various activist scenarios are also helpful� Additionally, the company should consider the placement of a shareholder rights plan on the shelf in case an activist or other hostile party begins to rapidly accumulate a stake in the company�

Conclusion:

The views expressed in this article are those of the authors and do not necessarily reflect the views of the firm, its other lawyers, or its clients�

50 Military Veterans Making a Difference: the Value of Military Veterans in Corporate Boardrooms

By the BoardProspects Team

As corporate governance continues to evolve, companies are increasingly looking to diversify the expertise, perspectives, and experiences around their boardroom tables� One group that brings a unique and valuable skill set is military veterans From leadership and strategic thinking to crisis management, cybersecurity, and a commitment to teamwork, veterans possess a wealth of qualities that make them wellsuited for corporate governance roles As we recognize “50 Military Veteran Board Members Making a Difference” this month, we also wanted to explore why veterans make exceptional board

members and review the current state of veteran representation in corporate boardrooms�

Why Military Veterans Excel on Corporate Boards

Military veterans bring a range of experiences that translate directly into the skill sets needed for effective corporate governance� The training, discipline, and leadership that are ingrained in military service often create an ideal foundation for the responsibilities and challenges

1. Strategic Leadership

One of the most critical functions of a corporate board is guiding the company’s strategic direction� Veterans, particularly those with senior ranks, have often led large, complex organizations through periods of uncertainty, change, and even crisis� They understand the importance of making decisions based on a longterm vision while balancing short-term needs—a skill honed through years of leading troops, managing resources, and handling critical missions�

2. Crisis Management and Risk Mitigation

Veterans have unparalleled experience in dealing with high-stakes situations, where quick thinking and decisive action are often the difference between success and failure This experience makes them particularly valuable in times of corporate crises, such as financial downturns, cybersecurity threats, or reputational damage�

Veterans are trained to assess risks, develop contingency plans, and lead teams through turbulent periods—skills that are essential for board members tasked with overseeing a company’s risk management strategies�

3. Diversity of Thought

Veterans often bring a global perspective to the boardroom, having served in diverse environments and worked alongside individuals from different cultural and socioeconomic backgrounds� This diversity of thought is crucial for companies navigating an increasingly complex and interconnected global marketplace�

Veterans’ ability to see challenges from multiple angles and propose innovative solutions can help boards remain adaptable and forwardthinking�

4. Teamwork and Collaboration

The military emphasizes the importance of teamwork and collaboration in achieving common goals� Veterans are experts at working within hierarchies while understanding the value of input from all levels of an organization� In a boardroom setting, this translates to effective collaboration among directors, as well as between the board and executive management� Veterans know how to navigate complex organizational structures and facilitate communication and cooperation, which is essential for aligning the board’s goals with the company’s operations�

Veteran Representation in Corporate Boardrooms

Despite their strong qualifications, veterans remain underrepresented in corporate boardrooms� According to Spencer Stuart’s 2023 Board Index, 6% of S&P 500 company boards report having a veteran� This statistic shows a slight increase from previous years, but it still falls short considering the significant number of veterans with the skills and experience necessary for corporate governance roles�

One possible reason for this underrepresentation is a lack of awareness among corporate

nominating committees of the transferable skills veterans bring to the table� In addition, many veterans may not have the networks or connections in corporate circles that are often critical to securing board positions�

BoardProspects is working to close this gap by providing a platform where veterans and other highly qualified candidates can connect with companies seeking board talent� To this end, we are excited to announce the introduction of a new search filter for our Corporate Subscribers, allowing our search partners to identify potential board candidates by military service�

50 Military Veterans Making a Difference

Military veterans bring a wealth of experience, leadership, and strategic thinking to corporate boardrooms� Their ability to lead in times of crisis and their diverse perspectives make them ideal candidates for corporate governance roles� However, despite these strengths, veterans remain underrepresented on corporate boards, highlighting the need for continued efforts to raise awareness of their qualifications and create more pathways for veterans to enter the boardroom�

As we celebrate the “50 Military Veteran Board Members Making a Difference,”, it is important to recognize not only the contributions of these individuals but also the broader value veterans bring to corporate governance� By increasing veteran representation on corporate boards, companies can benefit from

the unique skills and perspectives that our military veterans possess, ultimately driving better decision-making and stronger governance�

Please join the BoardProspects team in celebrating our remarkable honorees, and in thanking each of them for their service to our country�

Nina Armagno

Major General, U.S. Air Force & Lieutenant General, U.S. Space Force

Nina Armagno has served more than 35 years in leadership positions for the U�S� Air Force and U�S� Space Force� During her service in the U S Armed Forces, she served as the Director of Plans & Policy for the U S Strategic Command and as the Director for Space Programs at the Office of the Assistant Secretary for Acquisition for the Air Force She was the first lieutenant general officer appointed to, and Director of Staff for, the U S Space Force where she established the first new military branch in 72 years, before retiring from active duty in July 2023 She had previously commanded the 30th and 45th Space Wings, the 21st Operations Group, and the 6th Space Warning Squadron� Since 2021, Armagno has served as a member of the Council on Foreign Relations, a non-profit organization specializing in U S foreign policy and international relations

“Nina is an accomplished leader in space operations and national defense thanks to her distinguished military career, and since joining Rocket Lab’s board in November 2023 her insights and experience in this arena have proven invaluable.”

- PETER BECK, Founder and CEO at Rocket Lab

Elisa Basnight

Captain, U.S. Army & Army Reserve

Elisa Basnight is an accomplished transformational leader across Fortune 50 corporations, as a Senior Executive Service (SES) presidential appointee, and nonprofits Most recently, as SVP of Supply Chain, Biomedical Services, she led a team responsible for production and distribution of 40% of the U�S� blood products during the COVID-19 pandemic She is an attorney, West Point graduate, Army Airborne qualified and former Army Intelligence Officer with a JCS badge� Presently, Basnight serves as an Independent Director and the Chief Executive of StrategyServ LLC focused on future workforce innovation solutions to create employer pipelines and empower girls and women in STEM, supply chain, and the skilled trades in the AI era and beyond through Girls Action Network�

“Elisa is an outstanding member of the board and a highly regarded colleague. Her enthusiasm, dedication, and thoroughness bring a vibrant and positive energy to our board meetings. She is both encouraging and adept at addressing challenging issues. One of Elisa’s most notable qualities is her talent for cultivating personal connections. She invests time in building meaningful relationships with fellow board members and management, nurturing trust and transparent communication. This approach fosters a unified and cooperative board environment and also encourages the sharing of diverse opinions.”

- SHELLEY SEIFERT, Board Member at Southeastern Freight Lines

Current Boards: Southeastern Freight Lines, University of Maryland Medical System, and Council on Foreign Relations (Term Member Subcommittee)

Current Boards: Rocket Lab USA

Current Boards: Doximity (NYSE: DOCS), Kaiser Hospitals and Health Plan, Ascension Health Alliance, Computer Technology Systems Inc� (CPSI), Southern Research, and American Heart Association

Previous Boards: Robert Wood Johnson Foundation, Kaiser Family Foundation, Commission on Medicaid and the Uninsured, Catholic Health Association, Morehouse School of Medicine, and ConvaTec PLC

Regina Benjamin

Julie Bentz Vice Admiral, U.S. Public Health Service

Major General, U.S. Army

Regina Benjamin is the Founder and CEO of BayouClinic and served as the 18th United States Surgeon General from 2009 to 2013 As Surgeon General, she provided the nation with critical health information and led the National Prevention Council to develop the National Prevention Strategy, focusing on health promotion and wellness� A dedicated advocate for preventive care, particularly in rural and underserved communities, Dr Benjamin has been recognized for her contributions to tackling health disparities, obesity, mental health, and violence prevention� She founded a rural health clinic in Alabama and became the first African-American woman elected to the American Medical Association Board of Trustees� Dr� Benjamin has served on numerous prestigious boards and is a noted advisor in the healthcare and technology sectors�

“Regina is a great director, with decades of experience in the healthcare arena. She is a focused contributor to the culture of the board, and the mission and values of the company.”

-DENISE

WARREN, Audit Committee Chair at TruBridge

Julie Bentz is the first female general officer in the Oregon National Guard� She retired in 2019 after a successful 33 year army career spanning active, reserve and National Guard commissioned service She served multiple tours at the White House on both Homeland and National Security Councils� Her unique technical background helped in reestablishing and enhancing the nation’s ability to respond to catastrophic emergencies related to nuclear disasters and other weapons of mass destruction� Bentz holds a Ph�D� in Nuclear Engineering and M�S� in National Security Strategy�

“I have had the pleasure of working closely with Julie, a dedicated board member whose insights and leadership have been invaluable to our organization. Julie’s commitment to excellence and her strategic vision have significantly contributed to our success. As a veteran, Julie brings a unique perspective and a strong sense of duty to her role. We are deeply grateful for her service to our country and for her continued dedication to our mission.”

-DENNIS VERMILLION, Chief Executive Officer at Avista

Current Boards: Avista Corporation [NYSE: AVA]

Current Boards: Owens and Minor and Blue Star Families

Gwen Bingham

Paula Boggs

Lieutenant General, U.S. Army Officer, U.S. Army

Gwen Bingham is a US Army retired 3-star General In her 38 years of distinguished service, Bingham has held numerous command and leadership positions commensurate with her rank in both the Continental United States and abroad, including Korea, Germany, Kuwait and Afghanistan� She has been a trailblazer serving as the first woman to hold numerous positions as a General Officer� They include: The Army’s 51st Quartermaster General and Commandant of the US Army Quartermaster School; Commanding General, White Sands Missile Range; and Commanding General, Tank-automotive and Armaments Life Cycle Management Command She culminated her many years of service in her final assignment at the Pentagon as the HQs, Department of Army’s Assistant Chief of Staff for Installation Management

“It has been an incredible privilege to serve alongside Gwen on the board. Her leadership experience, particularly from her distinguished military career, brings invaluable strategic insight and a strong commitment to service. Gwen’s collaborative approach and dedication to operational excellence make her an inspiring colleague, always driving the board toward thoughtful and impactful decision-making. Early in my board tenure, I benefited from her guidance.”

-

CARISSA ROLLINS, Board Member at Owens & Minor

Paula Boggs is the founder of Boggs Media, LLC, a business that manages her music, speaking, and other creative business activities� Boggs served as Executive Vice President, General Counsel and Secretary at Starbucks Corporation from 2002 to 2012� Her prior professional experience includes serving as Vice President Legal at Dell Computer Corporation, and as a partner at the law firm of Preston Gates & Ellis, LLP� She also had a 14-year career in public service, including as an Assistant U�S� Attorney, and in various capacities as an attorney for the U S Army, the Department of Defense and the White House Office of Legal Counsel� She served eight years as a Regular Officer in the United States Army, earned Army Airborne wings and a Congressional appointment to the US Naval Academy

“Paula Boggs’ multifaceted career reflects exceptional leadership in both corporate and public service sectors. As former EVP, General Counsel, and Secretary at Starbucks, and with executive roles at Dell and Preston Gates & Ellis, her experience spans top-tier companies and law firms. Combined with her service as an Army officer and U.S. Attorney, Boggs’ legal and operational expertise across government, tech, and creative industries makes her an outstanding honoree in the ‘Military Veteran Board Members Making a Difference’ issue. We thank Officer Boggs for her service to our country.”

– The BoardProspects Team

Current Boards: Banzai International [NASDAQ: BNZI], Thinkific Labs[TSE: THNC TO], and Newport Festivals Foundation

Previous BoardsInclude: Avid Technology, Inc , Fender Musical Instruments Corporation, Sterling Financial Corporation, School of Rock LLC, Premera Blue Cross, and Pinnacle Holdings Inc�

Current Boards: Synopsys, Carter’s, and Eastern Bank

Luis Borgen Captain, U.S. Air Force

Luis Borgen is an experienced corporate director and audit committee financial expert Borgen is a former Chief Financial Officer with over 25 years of experience in both public and private equity-backed companies in the consumer, healthcare, and technology sectors He played a leadership role in three successful exits including two IPOs and a sale to a financial sponsor� He has extensive experience scaling pre-IPO companies and multinational organizations including athenahealth, DaVita, and Staples He brings expertise in corporate governance, risk management, strategic planning, international expansion, M&A, and IPO readiness A veteran of the U S Air Force, his early background spans five years working on the development of intelligence, surveillance and reconnaissance platforms, and cyber warfare capabilities�

“On a board with an incredibly high degree of experience and excellence, Luis stands out in his ability to immediately grasp the critical pivoting issues of a given situation and articulate his insights concisely and effectively to the entire group. He’s extremely hard working and diligent, and can always be counted on to add value to every conversation.”

-JOSEPH

CHUNG, Board Member at Eastern Bank

“Luis is a spectacular board member. He is expert in all issues related to finance, and is currently taking our Risk Management Committee to a new level. He is strategic, collaborative, humble, and such a clear thinker, and I feel lucky to serve with him.”

- Eastern Bank Board of Directors

Ivy Brown U.S. Army

Ivy Brown is an accomplished senior executive in the transportation services and package logistics field Brown spent 32 years at United Parcel Service, Inc� and recently retired as President of United Parcel Service, Inc , Northeast District (Norwood, MA) where she led a $3 8 billion business unit with over 21,000 employees Brown was responsible for growing key markets, sales, implementing technology, and all P&L responsibilities

“Ivy has brought her broad business and executive expertise to Amica in a collaborative way that challenges management in a very effective manner. She is great to work with, is an energetic, participative committee member and has the respect of the other board members and key management. She is terrific!”

- DIANE SOUZA, Board Member at Amica

Current Boards: The Chef’s Warehouse, Hyzon Motors, and Amica Insurance

Current Boards: Fluence Energy, USAA, Host Hotels, Comfort Systems, Collegis Education, American Red Cross, and West Point Association of Graduates

Previous Boards: Tyco International, Exelis, Inc�, Computer Sciences Corporation, American Campus Communities, and Rasmussen, Inc�

Adrian Butler Captain,

U.S. Air Force

Herman Bulls Colonel, U.S. Army

Herman Bulls is Vice Chairman, Americas, as well as an International Director and the founder of JLL’s highly acclaimed Public Institutions Division, which specializes in delivering comprehensive real estate solutions to federal, state and local governments, nonprofit organizations and higher education institutions� Bulls co-founded and served as President and CEO of Bulls Capital Partners, a multifamily financing company Additionally, he founded Bulls Advisory Group, LCC, a management and real estate advisory firm Prior to joining JLL, Bulls completed almost 12 years of active-duty service with the United States Army He retired as a Colonel in the U S Army Reserve in 2008 Bulls was selected by NACD as the public company director of the year for 2024�

“Herman Bulls’ impressive career in real estate and advisory leadership reflects his deep understanding of public institutions and private sector collaboration. As the founder of JLL’s Public Institutions Division and former CEO of Bulls Capital Partners, he’s a proven innovator in complex real estate solutions. With nearly 12 years of active-duty Army service and recognition as NACD’s Public Company Director of the Year, Bulls exemplifies the impactful bridge between military service and business excellence. We thank Colonel Bulls for his service to our country and are proud to honor him in this year’s ‘Military Veteran Board Members Making a Difference’ issue.”

– The BoardProspects Team

Adrian Butler, Chief Technology Officer for Foot Locker, Inc , serves as the senior most technology leader accountable for technology transformation, strategy, innovation, delivery, and cyber security� Butler’s IT career began serving as an officer in the U S Air Force After leaving the Air Force as a Captain, Butler’s experience in technology would cross several industries including financial services, hospitality, and retail Butler joined Foot Locker, Inc in March 2023 with over 25 years of progressive leadership experience across all areas of technology� Most recently, he served as Chief Information Officer for Casey’s General Stores�

“Adrian is a superb director, bringing truly unique insights to the Potbelly board and Audit Committee. His professional background as Chief Information Officer at multiple companies brings a skill set and perspective that very few public directors possess. Cybersecurity is a focus of all companies today, and Adrian is truly an expert in that field. More broadly, with his military and multi-industry experience, Adrian adds value across the full set of strategic and operational topics that boards address. It is a pleasure to work with Adrian, and we honor his military service and experience.”

- DAVE PEARSON, Director and Audit Committee Chair at Potbelly Sandwich Works

Current Boards: Potbelly Sandwich Works and Capella University

Current Boards: CAG Federal, Clark Advisory Group, LLC, and Excelsior University

Previous Boards: Tampa Tequila Company, Inc�, Williamsville Sears Management Inc , and Palewater Global Management Inc�

Kent Clark Lieutenant Colonel, U.S. Army

Kent Clark is the Chairman & CEO of CAG Federal, a Service Disabled Veteran Owned Small Business, and the founder of Clark Advisory Group, LLC With over 24 years of military experience, Clark retired as a highly decorated U S Army Lieutenant Colonel During his military career, he served as a Senior Advisor in defense and national security, specializing in logistics and personnel deployments across regions including Southwest Asia and Afghanistan Previously, he led AMVETS National Service Foundation as CEO, working closely with the U�S� government on critical appropriations for military and veterans�

“Kent Clark’s 24-year military career, culminating as a Lieutenant Colonel, highlights his expertise in defense logistics and strategic advisory roles. As CEO of CAG Federal and founder of Clark Advisory Group, LLC, he has successfully transitioned his leadership skills beyond military service. His experience in national security and dedication to veterans’ advocacy through AMVETS showcases his commitment to impactful service, making him a notable selection for this year’s ‘Military Veteran Board Members Making a Difference’ issue. We thank Lieutenant Colonel Clark for his service to our country.”

– The BoardProspects Team

Augustus L. Collins

Major General, U.S. Army

Augustus L Collins is the Chief Executive Officer of MINACT Inc , a leading workforce training, development and management corporation� Prior to being appointed to his current position, he served for more than 35 years in the United States Army and the Army National Guard, including tours as the Director of Mobilization Forces, U�S� Army Forces Command, the Commander of the 155th Separate Armored Brigade in the Iraqi Theater of Operations and his final position as the Adjutant General for the Mississippi National Guard� Collins initially retired from the Army in 2007 and was appointed as Commissioner, Mississippi Workers’ Compensation Commission However, in January 2012 Governor Bryant requested that he be recalled from military retirement and was appointed as the Adjutant General for the Mississippi National Guard� He served in that position until his retirement as a Major General in August 2016

“Augustus “Leon” is a soldier and a businessman who has been an example of integrity and leadership for the Board. He has been instrumental in promoting good corporate governance as we work as a board to navigate the evolving landscape for the business. He has done so with sound judgment and a grounded sense of collaboration with fellow directors and management.”

- TRACY MCKIBBEN, Board Member at Huntington Ingalls Industries

Current Boards: Huntington Ingalls Industries, Trustmark National Bank, Mississippi Power Company, and the Armed Forces Benefit Association

Current Boards: ManTech Corporation, the West Bend Mutual Insurance Company, and the Military Women’s Memorial Previous Boards: Intelligent Artifacts

Kathleen

Creighton

Rear Admiral, U.S. Navy

Kathleen Creighton retired from the U�S� Navy in 2021 following a 33year career, including six years of service as a Rear Admiral She was one of a handful of Information Warfare (IW) Community Flag Officers specializing in cybersecurity, information technology (IT) solutions, network operations and C4ISR capabilities Key leadership roles included Director, Command, Control, Communications and Computers at U�S� Indo Pacific Command, where she directed cyberspace operations and enabled assured communications for 375,000 U S forces in theater Creighton also served as the Navy’s Director of Cybersecurity, where she designed Navy- wide cybersecurity, IT and cloud strategy policy and governance for 607,000 Navy personnel, and as the Director, IW Integration, where she developed Navy IW strategic priorities, resources and requirements management and delivered C4ISR, electronic warfare and IW capabilities�

“Kathleen Creighton’s Navy career, including her role as Rear Admiral, distinguishes her as a top leader in cybersecurity and information warfare. Specializing in IT and network operations for large-scale defense operations, she directed cybersecurity initiatives for over half a million Navy personnel. Her strategic expertise in C4ISR and cyber policy development exemplifies her dedication to advancing national security, making her a noteworthy honoree for ‘Military Veteran Board Members Making a Difference.’ We thank Rear Admiral Creighton for her service to our country.”

Judith A. Fedder

Lieutenant General, U.S. Air Force

Judith A� Fedder is an independent consultant with JFedder Consulting, LLC She provides expert advice on a range of issues related to Department of Defense logistics, sustainment, product support, and installations� She retired on 1 July 2015 after nearly 35 years of active duty Air Force service At the time of her retirement, she served as Deputy Chief of Staff for Logistics, Installations and Mission Support, Headquarters U�S� Air Force, Washington, D�C� In that role she was responsible to the Chief of Staff for leadership, management and integration of Air Force logistics readiness, aircraft, munitions, and missile maintenance, civil engineering and security forces, as well as setting policy and preparing budget estimates that reflect enhancements to productivity, combat readiness and quality of life for Air Force personnel� Following her active duty career, Fedder was a Senior Director at The Boeing Company for Global Sales and Marketing, Integrated Logistics, Global Services and Support, Boeing Defense� She is currently a Senior Advisor to the Boston Consulting Group�

“Judith Fedder’s 30+ year tenure with the U.S. Air Force, capped by her role as Deputy Chief of Staff for Logistics, highlights her expertise in large-scale logistics, maintenance, and infrastructure management for global operations. As a Senior Director with Boeing Defense and now an advisor with Boston Consulting Group, she has continued to shape defense logistics and product support strategies. Her extensive background in military and defense industry logistics makes her a standout for our ‘Military Veteran Board Members Making a Difference’ feature. We thank Lieutenant General Fedder for her service to our country.”

– The BoardProspects Team – The BoardProspects Team

Current Boards: AerSale Inc� and the Institute for Defense and Business Previous Boards: GelSight, Inc

Current Boards: Pacific Gas and Electric Company and VSE Corporation

Previous Boards: Center for Naval Analyses

Mark

Ferguson

Admiral, U.S. Navy

Mark Ferguson serves as Chair of the U S Naval Academy Alumni Association Board of Trustees His naval service included tours as Chief of Naval Personnel, the 37th Vice Chief of Naval Operations, and the Commander of U�S� Naval Forces Europe and of NATO’s Joint Force Command in Naples, Italy His service as a nuclear-trained surface warfare officer has driven his focus on energy, aerospace and defense� Following his transition from active duty, he served as a senior advisor for McKinsey and Company He is a member of several veteran service organizations�

“Mark’s expertise is both deep and broad -- ranging from cyber to IT and internal control. He is unfailing collegial and supportive of fellow directors. In short, a model member of the Board”

- BONNIE WACHTEL, Board Member at VSE Corporation

James Foggo Admiral (O-10), U.S. Navy

James Foggo currently serves as Chairman of Risk Mitigation Consulting (RMC), a leader in mission assurance and cybersecurity

He is also the Dean of the Center for Maritime Strategy and Chairman of the George and Carol Olmsted Foundation� During his 40-year naval career, Foggo commanded numerous high-profile operations, including combat missions in Libya� A champion of maritime diplomacy, he has built strong partnerships across Europe, Africa, and the Middle East Admiral Foggo is a graduate of the U S Naval Academy and Harvard University�

“Developed and stress tested in the most challenging global conflict scenarios, Admiral Foggo’s skills in framing strategy and operationalizing goals have had a tremendous impact on the executive team, board and our collective performance. With a wealth of experience as a servant leader and a knack for insightful guidance, Jamie has become an influential figure in the CEO’s leadership journey. His guidance, delivered with empathy and, occasional, witty humor, is always well received and anticipated with extreme enthusiasm!”

- MICHAEL MAHRE, Board Member at Risk Mitigation Consulting

Current Boards: Risk Mitigation Consulting, George and Carol Olmsted Founda

Current Boards: Sandboxx and Virginia Department of Veterans Services

Previous Boards: AgEagle Aerial Systems Inc and Sadot Group Inc

Malcolm Frost General,

U.S. Army

Malcolm Frost has over 36 years of leadership experience in both the U S Army and business Frost currently serves as a public, private, and non-profit corporate and government board member, strategic advisor, corporate leadership development faculty member, keynote speaker, and executive consultant While in the Army, Frost served as a career Infantryman, commanding and leading soldiers at every level from Lieutenant to 2-star General�

“Malcolm is professional, engaging, detailed and courteous while adding significant value to AgEagle’s Board of Directors decisions and AgEagle’s way forward guidance.”

-AgEagle, Board of Directors

Michael Garcia Officer, U.S. Army

Michael Garcia has been the Chief Executive Officer with Algoma Steel Group Inc , since June 2022 Garcia was President of the Pulp and Paper Division of Domtar Corporation from April 2014 to January 2021� Prior to joining Domtar, Garcia was the Chief Executive Officer at EVRAZ Highveld Steel & Vanadium Co , in South Africa Garcia has more than 25 years of international management experience in paper, steel, and aluminum manufacturing and marketing�

“Since Mike joined our board in 2020, he has been an invaluable asset to the organization. As a military veteran with diverse global executive management experience, he has contributed fresh insights and a unique perspective that have accelerated our thinking on a range of complex issues. In addition, his deep understanding of environmental and safety programs has made him an excellent fit as our chair of the Operations Committee.”

- JOHN LARSON, Executive Chairman and Board Chair and CAROL SANDERS, Lead Director at Alliant Energy

Current Boards: Alliant Energy, Algoma Steel Group Inc�, IPL, and WPL

Current Boards: First Command Financial Services, Textron, Nano Dimension, and the Semper Fi & America’s Fund

Michael X. Garrett General, U.S. Army

Michael X Garrett is a leadership advisor and public speaker, focusing on decision-making and executive communication He served 38 years in the U�S� Army, culminating in commanding U�S� Army Forces Command, overseeing 750,000 personnel� His career highlights include leading the Army’s efforts during the Afghanistan withdrawal and managing operations in the Middle East� He currently chairs the The American Battle Monuments Commission (ABMC) and serves on multiple corporate and nonprofit boards

“Michael embodies excellence in all he does. He works hard to understand, asks tough questions when necessary and makes astute observations in the boardroom. It is an honor to be his colleague!”

– PAULA MEYER, Finance Committee Chair and Board Member

Financial Services

Scott F. Giberson Rear Admiral (O-8), U.S. Public Health Service

Scott F� Giberson serves on the Board of SAB Bio� He is a retired two-star Admiral and currently the CEO of AMI Expeditionary Healthcare� During his 26 years of service, he was the acting Deputy Surgeon General of the United States and held executive positions as the Senior Advisor to the Office of Surgeon General, Director of Commissioned Corps Headquarters, and a Senior Public Health Advisor for the Department of Defense, at Pacific Command� He also served as overall Commander of the Ebola Response in West Africa He has also been a spokesperson to the media including CNN, ABC, radio, and international outlets� In 2018, he was selected by MOAA as one of the “Top 100 Veterans in the Last 100 Years You Need to Know ”

“Scott is a leader with true integrity. He is thoughtful, collaborative, and his actions reflect his values. I have confidence working together with Scott in a board setting.”

-WILLIAM POLVINO, Director at SAB Biotherapeutics

at First Command

Current Boards: SAB Bio

Current Boards: CBRE Group, Inc�, First American Financial Corporation, Realty Income Corporation, and Orion Office REIT

Reginald Gilyard

Captain, U.S. Air Force & Major, U.S. Air Force Reserve

Reggie Gilyard is a Senior Advisor and Executive Coach at The Boston Consulting Group, specializing in strategy, business transformation, and executive/board development� He was a Partner/Managing Director at BCG, and Dean of Chapman University’s Argyros School� As a program manager for advanced weapons and intelligence technology systems, Gilyard served nine years in the U�S� Air Force and three years in the Reserve�

“I give to Reggie the highest compliment I can give to any Director--he speaks little and says a lot! Whenever Reggie speaks he offers an insight and different way of looking at an issue or opportunity. And he does it all with great humility and in a way that people can not only listen but hear what he says.”

- SHIRA GOODMAN, Lead Independent Director at CBRE

Michael Goodwin

Captain, U.S. Army

Michael Goodwin is a former global CIO with more than 30 years of information technology experience, most recently serving as Senior Vice President and Chief Information Officer at PetSmart before retiring in 2023� Prior to his tenure at PetSmart, Goodwin served as CIO at Hallmark Cards, where he held global responsibility for developing and implementing IT and Cyber Security strategies in support of business goals and financial performance� Goodwin served as an officer in the U S Army

“Michael Goodwin’s exceptional career as a global CIO, including senior leadership roles at PetSmart and Hallmark Cards, underscores his expertise in IT strategy and cybersecurity for large-scale consumer brands. With over three decades in technology management and a foundation as a U.S. Army officer, Goodwin brings a unique blend of leadership and technical acumen honed in competitive, customer-focused industries. We thank Captain Goodwin for his service to our country and believe he is a noteworthy choice for our ‘Military Veteran Board Members Making a Difference’ issue.”

– The BoardProspects Team

Current Boards: Burlington Stores, Telecare Corporation, and Eckerd Connects

Current Boards: Empower, Gary Sinise Foundation, and NACD Florida Chapter

Previous Boards: Monterey Capital Acquisition Corporation, Cycurion, and Alpha Omicron Pi Fraternity

Leela (Lee) J. Gray

Brigadier General, U.S. Army

Leela (Lee) J Gray is an experienced corporate director and former compensation committee chair Gray is a global operations executive with more than 30 years of experience in strategic leadership, change management, business continuity, and cyber and risk management She served as Strategic Advisor to United States Army Cyber Command playing a key role in oversight and guidance innovating cyber policy� With roles at the Department of State and on Capitol Hill she shaped national security policies Gray also built a corporate career in technology and communications with Fleishman-Hillard, Booz Allen, and CACI�

“Leela Gray’s extensive career in national security, cyber policy, and corporate strategy distinguishes her as a leader in both government and the private sector. As a strategic advisor to Army Cyber Command, along with her impactful roles at the Department of State, Capitol Hill, and top firms like Booz Allen, Gray has been at the forefront of cybersecurity and risk management. Her unique blend of policy influence and business acumen makes her a deserving honoree in our ‘Military Veteran Board Members Making a Difference’ issue, and we thank Brigadier General Gray for her service to our country.”

– The BoardProspects Team

Jeff Hassannia

Captain, U.S. Air Force

Jeff Hassannia is the President of Aerospace BD, an aerospace and defense (A&D) electronics advisory firm and the fractional CGO of Devorto, a unique UAV provider� He has over 35 years of experience in the A&D industry, with roles spanning engineering and executive leadership at Northrop Grumman, Honeywell, Cobham, and lastly as the CGO of Quantic Electronics� With a BS and MS from the Air Force Academy and MIT respectively, and an MBA from UCLA, Hassannia offers a unique combination of technology and business acumen He is a former member of the Air Force, serving five years in space acquisition�

“Jeff Hassannia’s distinguished career in aerospace and defense showcases his extensive expertise in engineering and executive strategy, with impactful roles at industry leaders like Northrop Grumman, Honeywell, and Cobham. As a graduate of the U.S. Air Force Academy and MIT, he combines advanced technical insight with strategic business leadership. His deep experience across technology and business functions makes him a standout honoree for ‘Military Veteran Board Members Making a Difference,’ and we thank Captain Hassannia for his service to our country.”

– The BoardProspects Team

Current Boards: Naprotek Holdings and S&k Technologies, Inc�

Current Boards: Hubbell, Inc , USAA Federal Savings Bank, Geopolitical Intelligence Group for Academy Securities, and Objective Interface Systems (OIS)

Rhett Hernandez Lieutenant General, U.S. Army

Rhett Hernandez is the Founder and President of CyberLens, LLC, a cybersecurity consulting firm that he established after retiring from the United States Army, where he served for thirty-nine years with distinction During his military career, Hernandez attained the rank of Lieutenant General and was the inaugural commander of the Army Cyber Command/2nd US Army (ARCYBER), overseeing the operations, defense, and risk management of the Army’s networks, systems, and cybersecurity organization At that time, he held the position of the highest-ranking Hispanic officer in the Army� Additionally, Hernandez spent ten years as the Cyber Chair at the United States Military Academy

“Rhett is a great Board Member. He brings a wealth of knowledge and experience in cybersecurity - an increasingly critical skill set for effective board governance. Rhett always engages with his colleagues on the Board and Management in a thoughtful manner - asking the right questions - probing for thoroughness in thinking and planning. His demeanor encourages those around him to be forthcoming and confident in asking for advice and counsel.”

- JOHN MALLOY, Chair of Finance Committee at Hubbell

Jarvis V. Hollingsworth

Captain, U.S. Army

Jarvis V Hollingsworth is Vice Chairman of Irradiant Partners, LP, an alternatives investment advisor with over $12B in assets that focuses on investments in renewable energy private equity and credit, liquid credit and opportunistic credit He previously served as the General Counsel of Kayne Anderson Capital Advisors� Prior to Kayne, Hollingsworth was a Partner of the law firm Bracewell LLP� He is a seasoned investment advisor with a background as a global business leader and strategist� Hollingsworth has also previously served as a Chief Operations Officer�

“Jarvis is a pleasure to work with. He brings decades of unique experiences to the board. He is collaborative , engaging, responsive and accessible. Jarvis engages in director development programs through NACD and is an active participant and speaker in their programs. He chairs the NomGov committee and applies his legal knowledge in bringing best practices to board and corporate governance.”

- SHIHAB KURAN, Board Member at Vital Energy

“Jarvis brings an extraordinary combination of leadership, strategic insight, and governance expertise to our board. His deep experience across investment management, corporate governance, and legal matters is invaluable, and his disciplined, measured approach reflects the leadership skills honed during his distinguished service as a U.S. Army officer. Jarvis’s commitment to the success of the organizations he serves is clear in every discussion, and we are fortunate to have him as both a trusted colleague and an inspiring leader.”

- JOHN DRIVER, Independent Director at Vital Energy

Current Boards: Irradiant Partners, LP, Vital Energy, Inc , and Memorial Hermann Health System

Previous Boards: Teacher Retirement System of Texas, Core Scientific, Inc , Cullen/Frost Bankers, Inc�, and University of Houston System

Current Boards: Red 6 Aerospace

Previous Boards: RAVN Group

Mike Holmes

General, U.S. Air Force

A distinguished 4-Star General with a wealth of experience in the United States Air Force, Mike Holmes served as the Deputy Chief of Staff for Strategic Plans & Requirements at Headquarters Air Force, where he played a pivotal role in shaping the future of the Air Force and air operations As commander of Air Combat Command, he led over 100,000 Airmen and civilians executing no-fail missions critical to national security� His extensive operations, leadership development and strategic planning expertise underscore a career dedicated to excellence in military service and strategic leadership�

“Mike Holmes’ extensive experience in shaping U.S. air and defense strategy and leading large-scale operations positions him as a visionary in military and national security arenas. Known for advancing the Air Force’s strategic capabilities, his leadership of Air Combat Command exemplifies his commitment to mission success at the highest levels. His proven expertise in operational command and strategic planning makes him an ideal honoree in our ‘Military Veteran Board Members Making a Difference’ issue. We thank General Holmes for his service to our country.”

– The BoardProspects Team

Mary Jackson Vice Admiral, U.S. Navy

Mary Jackson is a retired 3-Star Vice Admiral with over thirty years of service in the United States Navy In her final role, she led the United States Navy Shore Enterprise, overseeing all Navy bases globally with a $7�5 billion annual budget, $300 billion in assets, 71 installations, and 53,000 employees supporting 1 3 million stakeholders She managed strategy, resiliency, risk, and global operations while balancing resources, technological advancements, security needs, and environmental impacts Previously, she served as Commanding Officer of Naval Station Norfolk, Navy Region Southeast, and the destroyer USS McFAUL (DDG 74)�

“Mary Jackson’s leadership in the U.S. Navy demonstrates a rare capacity for managing complex global operations, strategic assets, and large-scale teams. Overseeing Navy installations worldwide, she has been recognized for her skill in aligning resources, advancing security measures, and addressing environmental challenges. Her experience in balancing diverse priorities at a global level positions her as an exemplary choice for our ‘Military Veteran Board Members Making a Difference’ list, and we thank Vice Admiral Jackson for her service to our country.”

– The BoardProspects Team

Current Boards: Jacobs (NYSE:J), Victory Capital Management (NASDAQ: VCTR), Custom Truck One Source (NYSE: CTOS), and the U S Naval Academy Foundation

Previous Boards: Pacific Architects & Engineers

Current Boards: Microchip Technology Inc�, AFCEA International, National Space Society, and Explore Mars Inc�

Previous Boards: Cybersecurity

Maturity Model Certification Accreditation Board

Karlton Johnson Colonel,

U.S. Air Force

Karlton Johnson is the Chief Executive Officer of Delaine Strategy Group LLC, a strategic advisory practice offering counsel to C-suite leaders across public, private, non-profit, and government sectors, Johnson also serves as the Chief Executive Officer of the National Space Society A decorated combat veteran, he retired from the United States Air Force after over 26 years of honorable service and has since held senior leadership roles in various industries� He is an expert in emerging space markets and development, successfully collaborating with Congressional leaders to promote the growth of the space economy� Additionally, Johnson is recognized as a national security expert and trusted advisor to C-suite executives, delivering innovative solutions to large multinational organizations worldwide�

“Karlton Johnson’s unique expertise in space markets and national security has made him a trusted advisor across industries, from government to multinational corporations. With a background in the U.S. Air Force and leadership in the space economy, he has played a pivotal role in advancing strategic initiatives and fostering growth in the sector. His deep understanding of emerging markets and dedication to innovative security solutions make him a noteworthy honoree in our ‘Military Veteran Board Members Making a Difference’ issue. We thank Colonel Johnson for his service to our country.”

– The BoardProspects Team

Kurt Kane

Second Lieutenant, U.S. Army, Air Defense Artillery

Kurt Kane serves as President and CEO of TruGreen� Prior to joining TruGreen, he served as President, U S , and Chief Commercial Officer at The Wendy’s Company where he was responsible for record sales and profit growth while also improving the customer and crew member experience Kane is an innovative and people-first leader, who has more than 25 years of experience in unlocking growth in underperforming businesses� Kane served as an Air Defense Artillery Officer in the United States Army and earned a Bachelor of Science degree from the United States Military Academy� He also earned his MBA from the University of Texas at Austin�

“Kurt Kane’s transformative leadership in consumer-facing industries, highlighted by his achievements at Wendy’s and now as CEO of TruGreen, showcases his talent for driving growth and enhancing operational performance. Known for his strategic focus and commitment to people-centric improvements, Kane’s expertise in revitalizing businesses and his military background as an Army officer make him a perfect fit for our ‘Military Veteran Board Members Making a Difference’ issue. We thank Second Lieutenant Kane for his service to our country.”

– The BoardProspects Team

Current Boards: Alex Lee, Inc�

Previous Boards: Dave Thomas Foundation for Adoption

Current Boards: Diamondback Energy, SJW Group, Avista Corporation, TX Public Utility Commission, and Los Alamos Technology Associates

Previous Boards: Group Nire, Innowatts, and LCRA

Rebecca Klein Lieutenant Colonel, U.S. Air Force Reserve

Rebecca Klein is the Principal at Klein Energy, LLC, an energy consulting firm located in Austin, Texas Klein also has a background with KPMG Consulting (now Deloitte), where she led the establishment of the company’s Office of Government Affairs and Industry Relations in Washington, DC Additionally, she served as a Senior Fellow at Georgetown University’s McDonough School of Business� With over 30 years of experience in Washington, DC, and Texas, she has worked in the energy, telecommunications, and national security sectors� She served in the U�S� Air Force Reserve, achieving the rank of Lieutenant Colonel before her retirement�

“Rebecca Klein’s extensive experience across the energy, telecommunications, and national security sectors highlights her as a leader in strategic consulting and public policy. With over 30 years influencing industries critical to infrastructure and resilience, her work spans government, academia, and corporate boardrooms. We believe Lieutenant Colonel Klein’s career and military experience make her an obvious choice for our ‘Military Veteran Board Members Making a Difference’ feature, and we thank her for her service to our country.”

– The BoardProspects Team

Greg Knight Lieutenant, U.S. Navy

Greg Knight is the Chief Executive Officer at Hardinge Inc�, a leading workholding supplier with the most extensive product portfolio worldwide� Previously, Knight was the Chief Executive Officer at GT Advanced Technologies� As the Reactor Laboratories Division Officer on the USS Theodore Roosevelt (CVN-71), Knight excelled in nuclear operations, graduating first in his class from Nuclear Power School and earning the Vice Admiral William W� Behrens Award� He also graduated with honors from Nuclear Prototype Training and served as the Anti-Submarine Warfare Division Officer on the USS Thomas S� Gates (CG-51), where Knight was recognized as the top division officer

“Greg has been a great addition to our board. His clear pragmatic approach and deep subject matter knowledge has helped us address the challenges of a tech based micro cap. His clear voice is always front and center when addressing complex challenges. I greatly enjoy working with Greg.”

– MICHAEL TURMELLE, Board Member at Ideal Power Inc.

Current Boards: Hardinge Inc�, Ideal Power Inc�, and Urbix, Inc�

Previous Boards: Cerahelix

Current Boards: USAA, Norwegian Cruise Line Holdings Ltd�, and NACD Florida

Mary Landry

Rear Admiral, U.S. Coast Guard

Mary Landry is an independent corporate director serving on the boards of USAA, Norwegian Cruise Line Holdings, LTD, and the NACD Florida Chapter� She retired from government service in 2015 after 32 years of active duty military service and 3 years in the senior executive service Landry retired at the rank of Rear Admiral in the U�S� Coast Guard, and also served on the National Security Council as Special Assistant to the President and Senior Director for Resilience Policy

“Mary Landry’s deep expertise in national security and resilience, developed through decades of U.S. Coast Guard service and strategic roles within the National Security Council, makes her a valuable voice in corporate governance. Her leadership in complex, high-stakes environments positions her as a respected figure on topics of resilience and strategic planning. We thank Rear Admiral Landry for her service to our country and are proud to include her in our ‘Military Veteran Board Members Making a Difference’ issue.”

– The BoardProspects Team

Yancy Lindsey

Vice Admiral, U.S. Navy

Yancy Lindsey is currently an Independent Director on the Board of Directors for the Electric Power Research Institute� He recently retired after a distinguished 37-year career in the Navy, concluding his service as a three-star Vice Admiral� As a Navy pilot, Lindsey finished his tenure as the Commander of Navy Installations Command, overseeing the Navy’s global shore operations, which encompassed 70 installations� In this role, he managed over 50,000 personnel and a budget of $10�8 billion to operate, sustain, and maintain 2�3 million acres, more than 60,000 buildings, over 95,000 hotel beds, 121 runways across 51 airports, 35 ports, 33 golf courses, and 134 childcare centers, among various other functions and activities�

“Yancy is a valuable board member who brings a unique perspective on efforts to address the clean energy transition. This transformation is not isolated to one region of the world and Yancy’s global experiences provide significant insights as we collectively work on the tools tackling today’s challenges and tomorrow’s solutions. He has been an outstanding addition to our board and I am honored to work with him.”

- VINCENT SORGI, Board Chair at EPRI

Current Boards: Electric Power Research Institute and USS Arizona Legacy Foundation

Current Boards: American Rollon Roll-off Company (ARC), the Pasha Group, and Innovative Rocket Technologies (iRocket)

Steve Lyons General,

U.S. Army

Steve Lyons serves as strategic advisor and board member In 2022 he was appointed by the President of the United States as Special Envoy for Ports and Supply Chains� As a key member of the White House Supply Chain Disruption Task Force Lyons collaborated with industry, labor, academic, and government stakeholders to address pandemic induced bottlenecks impacting inflation and consumer confidence� Prior to this role he retired from the U�S� Army after 38 years of service culminating as the 13th commander of U�S� Transportation Command, one of 11 Presidentially appointed and Senate confirmed combatant commands in the Defense Department

“Steve is always thoughtful and brings his extensive leadership experience to the group in a very welcoming style.”

-BLAKE LARSON, Board Member at iRocket

Leo Mackay Lieutenant Commander, U.S. Navy

Leo Mackay is Senior Vice President of Ethics and Enterprise Assurance for Lockheed Martin Corporation� As the chief audit executive, he provides independent, objective assurance and advisory activity to improve the corporation’s operations� Mackay previously served as Vice President of Corporate Domestic Business Development; and President at ICGS, LLC A U S Naval Academy graduate, Mackay was a Secretary of the Navy Distinguished Midshipman Graduate� After pilot training, he flew the F-14 for three years and served in Operation Earnest Will He later worked in the Office of the Secretary of Defense as military assistant to the Assistant Secretary for International Security Policy and, during President George W Bush’s first administration, was Deputy Secretary and Chief Operating Officer of the Department of Veterans Affairs�

“Leo is a great colleague who brings out the best in all of us. He is constructive, direct, and thoughtful and makes a huge contribution to our board and the governance of Cognizant.”

- SANDRA WIJNBERG, Director at Cognizant Technology Solutions

“Leo is one of the most diligent Directors I have met. He is very smart, works hard, engages fully and is extremely influential in our Board room. Specifically, he leads our Compensation Committee based on a detailed understanding of the intricacies of different compensation philosophies and the needs of our investors. A star who should be welcome in any Boardroom.”

- MICHAEL PATSALOS-FOX, Board Member at Cognizant Technology

Current Boards: LMVentures, Cognizant Technology Solutions Corporation, and Ameren, Inc

Previous Boards: USAA Federal Savings Bank, Center for a New American Security, Secretary of Health and Human Services’ Advisory Committee on Minority Health, and Cook’s Children’s Hospital

Current Boards: Fortis Construction, Inc�, Baker Concrete Construction, Inc , Qhala, ELCCO, Kentegra Biotechnology, and ICI/Telunas Resorts

Previous Boards: FMI, The Navigators, Agora Enterprises, Verdant Ventures, and APi Group, Inc�

Lorraine Martin

Captain, U.S. Air Force

Ron

Magnus

Major, U.S. Air Force

Ron Magnus created FMI’s Leadership Institute, which is the industry’s premier leadership development program focused on improving the quality of individual and corporate leadership for the construction industry� The Leadership Institute has 12,000-plus alumni in industry positions of influence that are committed to building a better future for the industry� Magnus flew fighter aircraft in the U�S� Air Force for 12 years and retired from the Colorado Air Guard in 1998� He was one of the first guardsmen to graduate from the U S Air Force space and missile training program�

“Ron brings a wealth of strategic insight and leadership to the Baker Construction board. His ability to navigate complex challenges while keeping our mission front and center has been invaluable. Ron’s thoughtful contributions elevate the quality of our discussions. We are fortunate to have his expertise and commitment on our team.”

- NORM FORNELLA, Chairman Audit & Finance Committee at Baker Construction

Lorraine Martin is the president and CEO of the National Safety Council, a nonprofit with a century-long legacy of eliminating preventable deaths and injuries from the workplace to anyplace As leader of the Council, Martin initiates national conversations on eliminating fatalities through promising technologies, addressing impairment and safety leadership Previously, Martin spent 35 years with Lockheed Martin, where she directed the largest defense program for the F-35 Lightning II aircraft� A champion of women in STEM, Martin was named among STEMConnector’s 100 Corporate Women Leaders� Martin is also a U�S� Air Force veteran�

“Lorraine is a thoughtful and conscientious Director who is always well-prepared, engages fully with colleagues and management, and exerts influence effectively and appropriately. I have great respect for Lorraine and enjoy working with her!”

- LARRY STRANGHOENER, Board Member at Kennametal

Current Boards: Kennametal and IperionX

Previous Boards: INROADS, Big Brothers Big Sisters of Orlando, and Pegasus Springs Education Collective

Current Boards: Plexus Corp , Xiid Corp�, FCAH Aerospace, Acorn Growth Companies, National Defense Transportation Association, and Special Operations Fund

Previous Boards: MTS Systems Corp�, World Airways, Inc�, and World Air Holdings, Inc

Randy Martinez Colonel, U.S. Air Force

Randy Martinez is the President at BHLT, LLC He was the former President and CEO at MTS Systems Corporation and CEO at World Air Holdings, Inc� and World Airways, Inc� Martinez is a highly accomplished C-suite executive and Board Member with a strong record of leadership in public corporations across aviation, aerospace & defense, and industrial sectors� As a vision-driven leader, Martinez excels in guiding teams, developing innovative strategies, delivering financial results, and driving operational excellence� Martinez, an Air Force Academy graduate, had a distinguished 21-year military career in the U S Air Force (Colonel retired and Command Pilot), most recently serving at the Supreme Headquarters Allied Powers Europe as Executive Director of NATO’s Combined Joint Planning Staff

“Our Board is incredibly grateful for Randy’s exceptional contributions. His 20+ years of military leadership with the U.S Air Force have instilled in him a deep-rooted sense of discipline, strategic thinking, thoroughness and a commitment to collaborative teamwork. These qualities have been invaluable in guiding our organization and ensuring our continued success

- Plexus Corporation, “Board of Directors”

“This is the second board on which I have served with Randy and he has been an outstanding contributor in each case. Randy has a perfect balance between listening and advising, is always prepared and asks the perfect questions to get to the root of critical issues. His global knowledge is unsurpassed and his management and leadership experience has been invaluable. Randy is enjoyable to work with and has been a key contributor to our culture of openness, positivity and collaboration.”

- MIKE SCHROCK, Lead Independent Direct at Plexus Corporation

Gary McCullough

Captain, U.S. Army

Gary McCullough’s over 35 years of experience has included roles as a Corporate Board Member, CEO, President, and Senior Executive in leading consumer and commercial companies including Procter & Gamble, the Wm� Wrigley Jr� Company, Abbott Laboratories & Career Education Corp During his military service, he completed the U�S� Army’s Ranger and Airborne Schools, earned the Expert Infantryman’s Badge, and was selected for the prestigious 3rd U S Infantry Regiment (“The Old Guard”), receiving the Meritorious Service Medal and the Joint Service Commendation Medal among other honors�

“Gary has been an outstanding addition to our board of directors. He demonstrates a learning mindset - making sure he is understanding the complexity of our business by asking questions before forming an opinion. He engages thoughtfully in thorny issues and takes responsibility to ensure his roles as committee chair and board member are bringing value to the organization. Gary brings energy and a palpable dynamic to the group and is well respected by all stakeholders.”

- CARRIE PARSONS, Chair of the Board at The Freeman Company

Current Boards: TransDigm Group, Inc , Commercial Metals Company, and Freeman Companies

Previous Boards: The Fresh Market, The Sherwin-Williams Company, Career Education Corporation, and ARI Packaging

Congratulations

U.S. Bank is proud to celebrate Loretta “Lori” Reynolds for being named among Board Recruitment Magazine’s Military Veteran Board Members Making a Difference.

Lori, a retired 3-star lieutenant general in the United States Marine Corps, has served on the U.S. Bancorp Board of Directors since 2022. Her leadership in cybersecurity, information management and risk mitigation has strengthened the company’s digital transformation. We thank her for her dedicated military service, and we are grateful for her strategic expertise as she helps guide the organization.

Congratulations to Lori and all of this year’s honorees!

Member FDIC. ©2024 U.S. Bank

LORETTA “LORI” REYNOLDS Founder and CEO of LEReynolds Group, LLC

Current Boards: CommonSpirit Health, Target Hospitality, PNC, and Transamerica

Previous Boards: Operation Homefront

Linda Medler

Brigadier General, U.S. Air Force

Linda Medler is President and CEO of LA Medler & Associates, LLC , a boutique Cybersecurity consulting firm She is also a Senior Partner at NATSEC Capital� Formerly, Medler was the Chief Information Security Officer at Raytheon Missiles & Defense� Medler began her active duty as a U S Marine After completing boot camp at Parris Island, S�C�, she worked as an administrative specialist at Camp Elmore, Va�, before transitioning to civilian life and joining the Marine Corps Reserve In 1987, she was commissioned as a distinguished graduate of the Air Force Officer Training School� Throughout her career, she has held various communications roles in the Air Force and in joint and coalition commands

“Linda has a tremendous amount of knowledge about cybersecurity and she always brings that expertise to each meeting. She’s always well prepared as the Chair of Risk Committee and other committees she serves on. She’s a strong leader and delightful person to serve along.”

- KIMBERLY OLSON DORGAN, Board Member at Transamerica

Loretta Reynolds Lieutenant General, U.S. Marine Corps.

Loretta Reynolds is the Chief Executive Officer at LEReynolds Group� Previously, Deputy Commandant for Information in the USMC� Reynolds is a retired three-star Lieutenant General in the U S Marine Corps and a board member� She recently led the Corps’ $12 billion global information portfolio, encompassing intelligence, IT, networking, cybersecurity, and space She specializes in helping complex global organizations manage risk and transform operational data into strategic business intelligence� For nearly a decade, she was the highest-ranking woman in the USMC

“Loretta Reynolds is recognized for her exceptional leadership in managing large-scale, high-stakes information and cybersecurity initiatives. Her background in the U.S. Marine Corps, where she oversaw global information assets and strategy, has equipped her with unique insights into risk and data intelligence. Her ability to drive complex operational transformations positions her as a prominent honoree in our ‘Military Veteran Board Members Making a Difference’ issue, and we thank Lieutenant General Reynolds for her service to our country.”

– The BoardProspects Team

Current Boards: US Bank, LYNK Wireless Services, and American Public University System

Previous Boards: USMC Corporate Board

Current Boards: Whirlpool Corporation and Haynes International

Larry

Spencer

General, U.S. Air Force

Larry Spencer is the President of the Armed Forces Benefit Association (AFBA) and 5Star Life Insurance Company AFBA offers survivor benefits and other services to members of the uniformed services, first responders, government employees, and their families� 5Star Life serves as the primary underwriter for AFBA member policies and is expanding its offerings of group and worksite insurance products� Retiring as a four-star general, Spencer served over 40 years in the Air Force His final military role was as the Vice Chief of Staff of the U�S� Air Force in Washington, DC, where he was the second-highest-ranking officer in the service� General Spencer participated in contingency Operations Desert Shield/Storm, Desert Thunder, Desert Fox, Allied Force, and Iraqi Freedom�

“General Spencer is an exceptional and strong leader. He is very even-handed and fair. He has built an effective team as well as an amazing culture among the staff. It is a delight to work with him on the board.”

-

BONNIE BRAZZELL, Board Member at 5Star Life Insurance

James Stavridis

Admiral, U.S. Navy

James Stavridis is a Partner and Vice Chairman, Global Affairs at The Carlyle Group� Prior to joining The Carlyle Group, Stavridis served for five years as the 12th Dean of The Fletcher School of Law and Diplomacy at Tufts University� After 37 years in the Navy, he achieved the rank of 4-star Admiral� His notable commands include four years as the 16th Supreme Allied Commander at NATO, overseeing operations in Afghanistan, Libya, Syria, the Balkans, and counterpiracy efforts off the coast of Africa� He also led U�S� Southern Command in Miami for nearly three years, making him the longestserving Combatant Commander in recent U�S� history�

“I have now worked with the Admiral for over 2 years on the Fortinet Board. I have found the Admiral insightful, concise, and always providing constructive comments. He only talks when he has something value add to note. We as board members give a very close listen to him. He is collegial and very worldly in his perspectives. A great, great board member.”

- KEN GOLDMAN, Board Member at Fortinet

Current Boards: Fortinet, Aion, and Rockefeller Foundation

Current Boards: American Armed Forces Mutual Aid Association, National Security Capital Advisors, Inc�, Weatherhaven Resources, Inc�, T-Rex Solutions, LLC, Victory Six Advisors, and Advanced Technology Systems Company, Inc�

Previous Boards: Biofire Technologies Inc�

Anthony Tata

Guy Swan

Lieutenant General, U.S. Army

Guy Swan is the President of Swan and Associates, LLC, where he offers independent consulting and strategic advice to technology, manufacturing, and service companies in the defense, security, intelligence, and professional services sectors� Swan previously served as Vice President at the Association of the United States Army (AUSA), a $30 million professional 501(c)(3) organization that supports the U�S� Army and honors its veterans� At AUSA, he led the professional development program, hosting numerous ArmyIndustry exchange forums for the association’s 600 corporate members� During his 35-year military career, Swan commanded units at every level, including three commands as a general officer, and is a veteran of both the Persian Gulf War and the Iraq War�

“Guy and I joined a new advisory board as it was formed. He is a very well connected, thoughtful, and active board member. A great teammate, Guy’s experience and commitment has been invaluable.”

- MARK BRILAKIS, Board Member at Weatherhaven Resources

Brigadier General: Deputy Director, U.S. Army

Anthony Tata is the CEO and President at Tata Leadership Group�

In addition to Tata Leadership, he is a Partner at USA InvestCo� His distinguished military career features commands in the 82nd Airborne, 101st Airborne, and 10th Mountain Divisions, along with numerous overseas operations� His accolades include the Bronze Star, Combat Action Badge, Ranger Tab, Master Parachutist Badge, and the Department of Defense Award for Distinguished Public Service� A graduate of West Point with a Bachelor of Science, he also holds two master’s degrees in Operational Planning and International Relations� Additionally, he was a distinguished national security fellow at Harvard University’s JFK School of Government and is a successful author

“Anthony is a leader. He has broad operational experience in the military, government and private sectors. He provides insight in a very pleasant manner to his colleagues at all levels. In his spare time he is an author and TV commentator.”

- ROBERT HARCOURT, Board Member at Coda Octopus Products

Current Boards: Coda Octopus Products, Opportunity Hound, Homefront Brands, and Academy Securities

Current Boards: Virtu Financial, SubCom, Johnny Mac Soldiers Fund, Coinbase, Voyager Space, and Regent Craft

Previous Boards: American Battle Monuments Commission, United States Military Academy Board of Visitors, and Sparton Corporation

LaSalle Vaughn

Lieutenant, U.S. Navy

David Urban Captain (O-3),

U.S. Army

David Urban is the Managing Director at BGR Group, a leading bipartisan lobbying and strategic communications firm, and Of Counsel at Torridon Law� Before joining BGR, he was Executive Vice President of North American Corporate Affairs at ByteDance, TikTok’s parent company With over 30 years in lobbying, politics, and military service, Urban has built strong relationships with key decisionmakers in Washington and corporate America, providing expert counsel on critical issues He began his career as an artillery officer in the 101st Airborne Division and received the Bronze Star Medal for his service during Operation Desert Storm�

“David is a key contributor to Virtu’s board of directors, bringing to bear his experiences in both the United States military and the private sector. Mr. Urban’s expertise ranges from public policy and regulatory affairs to cybersecurity and risk management. Virtu’s Board of Directors and management team benefit greatly from David’s strategic insights and advice.”

- Virtu Financial Board of Directors

LaSalle Vaughn is the Chief Compliance, Ethics & Risk Officer at Altruist Prior to joining Altruist, Vaughn was a Senior Executive for Bestow, Robinhood and USAA� Vaughn was a Surface Warfare Officer in the U�S� Navy where he led large operations and teams onboard amphibious aircraft carriers Vaughn has a distinguished career spanning over 20 years in Financial Services and Operations within highly regulated industries� He has a proven track record of identifying and developing revenue-generating opportunities and leading large-scale global operations for Fortune 500 companies as well as fast-growing start-ups�

“Lasalle is a terrific board member who brings great subject matter expertise to the table given his background as a compliance expert. He is always ready and willing to provide his advice and counsel to company employees and management and asks the tough questions that help us all to improve. And we have a lot of fun together - his humor and enthusiasm are infectious!”

- BRIAN SHORTSLEEVE, M33 Growth Founder and Board Member at Performline

Current Boards: Performline; The University of Texas at Austin, Longhorn Foundation (T-Association), and New Life Christian Ministry (NLCM)

Previous Boards: The University of Texas at Austin - TexasEXes Investment Committee

Current Boards: Curtiss-Wright Corporation and ReadyOne Industries

Previous Boards: GovExchange and Houston Food Bank

Larry Wyche

Lieutenant General and Deputy, U.S. Army

Larry Wyche is the President & Chief Executive Officer at Wyche Leadership & Federal Contracts Consulting Previously, Wyche was a Lieutenant General and Deputy of the U�S� Army Materiel Command, overseeing a global logistics and supply chain operation valued at $58 billion This enterprise comprises over 120,000 personnel across all 50 states, supporting the U�S� Army in more than 150 countries� With over 30 years of corporate-level leadership experience, I have focused on providing vision, developing strategies, and directing performance in manufacturing, maintenance management, logistics, transportation, distribution, and research and development on both national and global scales

“Larry Wyche’s leadership in global logistics and supply chain management reflects his capability to drive operational success on a massive scale. His experience overseeing multi-billion dollar logistics networks worldwide has equipped him with a rare strategic perspective, making him a standout in guiding organizations through complex logistical challenges and a standout honoree in our ‘Military Veteran Board Members Making a Difference’ issue. We thank Lieutenant General Wyche for his service to our country.”

– The BoardProspects Team

John Zangardi

Captain (O-6), U.S. Navy

John Zangardi is the President and Chief Executive Officer at Redhorse Corporation� Additionally, Zangardi was a member of the Senior Executive Service serving as the Department of Homeland Security Chief Information Officer (CIO), acting Department of Defense CIO, Navy CIO, and Deputy Assistant Secretary of the Navy for Command, Control, Communications, Computers and Intelligence� From 1982 to 2007, he served in the Navy as a Squadron Commander, Chief Financial Officer for Naval Aviation, and Director of Navy Programs at the Office of Legislative Affairs Zangardi is an expert in cybersecurity, AI/ML, and digital transformation�

“Dr. Zangardi joined the Qualys board more than four years ago, immediately bringing to the table his decades of experience leading teams and technology functions for the Navy, Department of Defense and DHS. In the intervening years, we’ve come to rely on his practiced and steady contributions to Qualys’ governance. John’s willingness to engage, to listen, and to advocate for his convictions has helped to ensure that we move forward in well-reasoned alignment.”

- Qualys Board of Directors

Current Boards: Qualys, Symetrica, Duality, and Commvault

Previous Boards: Forcepoint and Absolute Software

October 2024 Board Appointments & Departures

Publicly Traded Corporations

Resignations/Retirements

GILBERTO PEREZALONSO CIFUENTES

Southern Copper (NYSE: SCCO)

Gilberto Perezalonso Cifuentes resigns from the Board of Directors� Mr� Perezalonso Cifuentes is the former Chief Executive Officer at Corporación Geo SA

Consumer Discretionary

New Board Appointments

Blue Bird (NASDAQ: BLBD)

Appoints Ed Hightower to the Board of Directors� Mr� Hightower is the Founder of Motoring Ventures and former CEO at Lordstown Motors�

Clear Channel Outdoor (NYSE: CCO)

Appoints Timothy Jones to the Board of DIrectors� Mr� Jones is the former Chief Operating Officer, US at Publicis Groupe�

Dorian LPG (NYSE: LPG)

Appoints Mark Ross to the Board of Directors� Mr� Ross is a former President at Chevron

Falcon’s Beyond Global (NASDAQ: FBYD)

Appoints Gino Lucadamo to the Board of Directors� Mr� Lucadamo is the former President at East Construction Management

Fidelity National Information Srvs (NYSE: FIS)

Appoints Nicole Anasenes to the Board of Directors Ms Anasense is the former Chief Financial Officer at ANSYS

Levi Strauss (NYSE: LEVI)

Appoints Dan Geballe to the Board of Directors Mr Geballe is the Managing Director at SJF Ventures

Meritage Homes (NYSE: MTH)

Appoints Erin Lantz to the Board of Directors Ms Lantz is the Chief Revenue Officer at Ethos

Modine Manufacturing (NYSE: MOD)

Appoints Mark Bendza to the Board of Directors Mr Bendza is the Chief Financial Officer at Telos

Radius Recycling (NASDAQ: RDUS)

Appoints Mauro Gregorio to the Board of Directors Mr Gregorio is a former President at Dow�

Ranpak (NYSE: PACK)

Appoints Victoria Dolan to the Board of Directors Ms Dolan is the former Chief Financial Officer at Revlon�

RealReal (NASDAQ: REAL)

Promotes Rati Sahi Levesque to CEO and he is appointed to the Board of Directors�

Rev Grp (NYSE: REVG)

Appoints David Dauch to the Board of Directors� Mr� Dauch is the Chair of the Board and Chief Executive Officer at American Axle & Manufacturing�

TIMOTHY JONES

ERIN LANTZ

RATI SAHI LEVESQUE

New Board Appointments

Reynolds Consumer Products (NASDAQ: REYN)

Promotes Scott Huckins to CEO and he is appointed to the Board of Directors�

Ross Stores (NASDAQ: ROST)

Names James Conroy CEO-Elect and he is appointed to the Board of Directors�

Signet Jewelers (NYSE: SIG)

JK Symancyk named CEO and he is appointed to the Board of Directors� Mr� Symancyk is the former Chief Executive Officer at PetSmart�

Stanley Black & Decker (NYSE: SWK)

Appoints John Garrison to the Board of Directors� Mr� Garrison is the former Chair of the Board and Chief Executive Officer at Terex�

Stepan (NYSE: SCL)

Promotes Luis Rojo to CEO and he is appointed to the Board of Directors�

Xometry (NASDAQ: XMTR)

Appoints Roy Azevedo to the Board of Directors� Mr� Azevedo is the former President, Intelligence & Space at Raytheon�

SCOTT HUCKINS

JOHN GARRISON

Consumer Discretionary

Resignations/Retirements

AutoZone (NYSE: AZO)

Bryan Jordan and Enderson Guimaraes to leave the Board of Directors� Mr� Jordan is the Chief Executive Officer at First Horizon and Mr� Guimaraes is the former Chief Operating Officer at Laureate Education�

Boot Barn (NYSE: BOOT)

James Conroy resigns as CEO and from the Board of Directors�

Caesars Entertainment (NASDAQ: CZR)

Rodney Williams resigns from the Board of Directors� Mr� WIlliams is a former President, Diageo Beer Company and President, Diageo Canada at Diageo Beer Company�

Macy’s (NYSE: M)

William Lenehan resigns from the Board of Directors� Mr� Lenehan is the CEO at Four Corners Property Trust

United Natural Foods (NYSE: UNFI)

Denise Clark to leave the Board of Directors� Ms� Clark is the former Chief Information Officer at Estée Lauder

Bowman Consulting (NASDAQ: BWMN)

Michael Bruen retires as President and from the Board of Directors

Cheesecake Factory (NASDAQ: CAKE)

Laurence Mindel retires from the Board of Directors� Mr� Mindel is a Managing Partner at Poggio Trattoria

RODNEY WILLIAMS

LAURENCE MINDEL

New Board Appointments

Albertsons Companies (NYSE: ACI)

Appoints Stephen Feinberg to the Board of Directors� Mr� Feinberg is the Co-CEO at Cerberus�

Celsius (NASDAQ: CELH)

Appoints Israel Kontorovsky to the Board of Directors� Mr� Kontorovsky is the CFO at PepsiCo Latin America�

Coca-Cola Co (NYSE: KO)

Appoints Bela Bajaria to the Board of Directors� Ms� Bajaria is the Chief Content Officer at Netflix�

CVS Health (NYSE: CVS)

David Joyner promoted to CEO and he is appointed to the Board of Directors� Mr� Joyner is the former EVP, Sales & Account Services at Caremark Rx

Keurig Dr Pepper (NASDAQ: KDP)

Appoints Frank Engelen to the Board of Directors� Mr� Engelen is the CFO at JAB

Kraft Heinz (NASDAQ: KHC)

Appoints Debby Soo to the Board of Directors Mr Soo is the CEO at OpenTable

Resignations/Retirements

Grocery Outlet (NASDAQ: GO)

Robert Sheedy departs as CEO and from the Board of Directors�

BELA BAJARIA

DEBBY SOO

ROBERT SHEEDY

New Board Appointments

APA (NASDAQ: APA)

Appoints Kenneth Fisher to the Board of Directors� Mr� Fisher is the CFO at ChampionX

Berry Corp (NASDAQ: BRY)

Appoints Matthew Bob to the Board of Directors Mr Bob is the Founder of MB Exploration and former President at Eagle Oil and Gas Co

Dorchester Minerals LP (NASDAQ: DMLP)

Appoints Damon Box to the Board of Directors Mr Box is a Partner at Carrollton Minerals

Murphy Oil (NYSE: MUR)

Eric Hambly promoted to CEO and he is appointed to the Board of Directors Mr Hambly is the former Petroleum Engineer at Ryder Scott Company�

Phillips 66 (NYSE: PSX)

Appoints Grace Puma Whiteford to the Board of Directors� Ms� Puma Whiteford is the former Chief Operating Officer at PepsiCo�

Resignations/Retirements

Exxon Mobil (NYSE: XOM)

Gregory Goff resigns from the Board of Directors� Mr� Goff is the former Chair of the Board and Chief Executive Officer at Andeavor�

Valaris Limited (NYSE: VAL+)

James Swent resigns from the Board of Directors� Mr� Swent is the Chair of the Board and Chief Executive Officer at Southcross Energy Partners LP

Ranger Energy Srvs (NYSE: RNGR)

Charles Leykum retires from the Board of Directors� Mr� Leykum is the Founder of CSL and former Portfolio Manager at Soros Fund

GRACE PUMA WHITEFORD

New Board Appointments

Arch Capital (NASDAQ: ACGL)

Promotes Nicolas Papadopoulo to Chief Executive Officer and he is appointed to the Board of Directors�

BrightSphere Investment Grp (NYSE: BSIG)

Names Kelly Young as Chief Executive Officer and she is appointed to the Board of Directors� Ms� Young is the former European Head, Index Fund Management at Société Générale Asset Management�

Charles Schwab (NYSE: SCHW)

Richard Wurster promoted to Chief Executive Officer and he is appointed to the Board of Directors� Mr� Wurster is the former Portfolio Manager at Wellington Management

CNO Financial Grp (NYSE: CNO)

Appoints Jessica Turner to the Board of Directors Ms Turner is the Global Head Open Banking & API at Mastercard

CompoSecure (NASDAQ: CMPO)

Appoints Krisha Mikkilineni to the Board of Directors Mr Mikkilineni is the former Chief Technology Officer at Honeywell

First Hawaiian (NASDAQ: FHB)

Appoints Tertia Freas to the Board of Directors Ms Freas is the Executive Director at The Clarence T C Ching Foundation

First Interstate Bancsystem (NASDAQ: FIBK)

James Reuter named CEO and he is appointed to the Board of Directors

Mr Reuter is the former Chief Executive Officer at FirstBank Holding Company of Colorado�

Five Point (NYSE: FPH)

Appoints Sam Levinson to the Board of Directors� Mr� Levinson is the Chief Investment Officer at Glick Family Investments�

Forestar Grp (NYSE: FOR)

Appoints Kellie Fischer and George Seagraves to the Board of Directors

Ms Fischer is the CFO at Rangers Baseball Express and Mr Seagraves is a President at DR Horton

Hancock Whitney (NASDAQ: HWC)

Appoints Moses Feagin to the Board of Directors Mr Feagin is the CFO at Alabama Power�

JPMorgan Chase (NYSE: JPM)

Appoints Brad Smith to the Board of Directors Mr Smith is the former Chief Executive Officer at Intuit�

RICHARD WURSTER

TERTIA FREAS

BRAD SMITH

New Board Appointments

TFS Financial (NASDAQ: TFSL)

Appoints Terrence Bauer to the Board of Directors� Mr� Bauer is the CEO at Specialdocs Consultants�

Trustmark (NASDAQ: TRMK)

Appoints Lea Turnipseed to the Board of Directors� Ms� Turnipseed is a General Auditor at Entergy Corporation�

Resignations/Retirements

Fidus Investment (NASDAQ: FDUS)

Charles Hyman resigns from the Board of Directors Mr Hyman is the Founder and Chief Executive Officer at Charles D� Hyman & Co�

Five Point (NYSE: FPH)

Evan Carruthers resigns from the Board of Directors Mr Carruthers is a Managing Director at Castlelake�

LPL Financial (NASDAQ: LPLA)

Dan Arnold departs as CEO and from the Board of Directors� Mr� Arnold is the former President and Chief Operating Officer at UVEST Financial Services�

New York Community Bancorp (NYSE: NYCB)

Peter Schoels resigns from the Board of Directors� Mr� Schoels is a Managing Partner at MP Global Advisers�

TPG (NASDAQ: TPG)

Josh Baumgarten resigns from the Board of Directors� Mr� Baumgarten is the Co-Managing Partner at TPG Angelo Gordon

LEA TURNIPSEED

DAN ARNOLD

New Board Appointments

AdaptHealth (NASDAQ: AHCO)

Appoints Diana Nole to the Board of Directors Ms Nole is the former CVP Microsoft Health & Life Sciences | EVP and GM, Nuance Healthcare Division at Microsoft

Artiva Biotherapeutics (NASDAQ: ARTV)

Appoints Alison Moore to the Board of Directors Ms Moore is the Chief Technical Officer at Codexis�

BrightSpring Health Srvs (NASDAQ: BTSG)

Appoints Steve Miller to the Board of Directors Mr Miller is the Chief Medical Officer at MediBeacon�

DocGo (NASDAQ: DCGO)

Appoints Stephen Klasko to the Board of Directors� Mr� Klasko is the Chief Medical Officer at Abundant Venture Partners�

Grail (NASDAQ: GRAL)

Appoints Sarah Krevans to the Board of Directors� Ms� Krevans is the former Chief Executive Officer at Sutter Health�

Guardant Health (NASDAQ: GH)

Appoints Roberto Mignone to the Board of Directors� Mr� Mignone is a Founding Managing Partner at Bridger Management�

Humana (NYSE: HUM)

Appoints Gordon Smith to the Board of Directors� Mr� Smith is the former COO at JPMorgan Chase�

Kiniksa Pharmaceuticals (NASDAQ: KNSA)

Appoints Cantey Boyd to the Board of Directors� Mr� Boyd is the Managing Director at Baker Brothers Advisors�

Kyverna Therapeutics (NASDAQ: KYTX)

Appoints Mert Aktar to the Board of Directors� Mr� Aktar is the Chief Executive Officer at Receptive Bio

LivaNova (NASDAQ: LIVN)

Appoints Susan Podlogar to the Board of DIrectors� Ms� Podlogar is the former Chief Human Resource Officer at MetLife

Masimo (NASDAQ: MASI)

Appoints Timothy Scannell and Wendy Lane to the Board of Directors Mr Scannell is the former Chief Operating Officer at Stryker and Ms Lane is the former Managing Director at DLJ

MaxCyte (NASDAQ: MXCT)

Appoints Cynthia Collins to the Board of Directors Ms Collins is th e former Chief Executive Officer at Editas Medicine

DIANA NOLE

GORDON SMITH

SUSAN PODLOGAR

New Board Appointments

MORTIMER BUCKLEY

Moderna (NASDAQ: MRNA)

Appoints Abbas Hussain to the Board of Directors Mr Hussain is the former Chief Executive Officer at Vifor Pharma

Neogen (NASDAQ: NEOG)

Appoints Thierry Bernard to the Board of Directors Mr Bernard is the Chief Executive Officer at Qiagen

Nurix Therapeutics (NASDAQ: NRIX)

Appoints Anil Kapur to the Board of Directors Mr Kapur is the former Strategy & Chief Commercial Officer at Geron

Pfizer (NYSE: PFE)

Appoints Mortimer Buckley to the Board of Directors Mr Buckley is the former Chair of the Board and Chief Executive Officer at Vanguard�

Sanara Medtech (NASDAQ: SMTI)

Appoints Keith Myers to the Board of Directors Mr Myers is the CoFounder at LHC Group�

Resignations/Retirements

GABRIELLE SULZBERGER

MacroGenics (NASDAQ: MGNX)

Scott Koenig departs as CEO and from the Board of Directors�

Trevi Therapeutics (NASDAQ: TRVI)

James Cassella resigns from the Board of Directors Mr Cassella is the Chief Development Officer at Trevi Therapeutics�

Tyra Biosciences (NASDAQ: TYRA)

Sid Subramony resigns from the Board of Directors� Mr� Subramony is a VP at Boxer Capital�

Verrica Pharmaceuticals (NASDAQ: VRCA)

Craig Ballaron resigns from the Board of Directors� Mr� Ballaron is the former Co-Founder at Aqua Pharmaceuticals Holdings, Inc�

Warby Parker (NYSE: WRBY)

Gabrielle Sulzberger resigns from the Board of Directors� Ms� Sulzberger is the former Co-Founder and Partner at Fontis Partners�

Xencor (NASDAQ: XNCR)

Dagmar Rosa-Bjorkeson to leave the Board of Directors� Ms� RosaBjorkeson is the Chief Operating Officer at Mesoblast Ltd�

Zymeworks (NASDAQ: ZYME)

Hollings Renton resigns from the Board of Directors� Mr� Renton is the former Chief Executive Officer at Onyx Pharmaceuticals�

JAMES CASSELLA

New Board Appointments

Carpenter Technology (NYSE: CRS)

Appoints Howard Yu to the Board of Directors� Mr� Yu is the Chief Financial Officer at Ball Corporation�

Energy Fuels (NYSE: UUUU)

Appoints Michael Stirzaker to the Board of Directors� Mr� Stirzaker is the former Chair of the Board at Base Resources�

Gibraltar Industries (NASDAQ: ROCK)

Appoints James Metcalf to the Board of Directors� Mr� Metcalf is the former Chair of the Board and CEO at Cornerstone Building Brands�

HB Fuller (NYSE: FUL)

Teresa Rasmussen promoted to Chair of the Board� Ms� Rasmussen is the President and Chief Executive Officer at Thrivent�

Hecla Mining (NYSE: HL)

Appoints Jill Satre to the Board of Directors� Ms� Sartre is the VP Compliance & Internal Audit at TC Energy�

ITT (NYSE: ITT)

Appoints Maggie Chu to the Board of Directors� Ms� Chu is the Chief Human Resources Officer at Littelfuse

L3Harris Technologies (NYSE: LHX)

Appoints David Regnery to the Board of Directors� Mr� Regnery is the Chair of the Board and Chief Executive Officer at Trane Technologies

Lincoln Electric (NASDAQ: LECO)

Promotes Steven Hedlund to Chair of the Board Mr Hedlund is the Chief Executive Officer at Lincoln Electric

RBC Bearings (NYSE: RBC)

Appoints Frederick Elmy to the Board of Directors Mr Elmy is a former Partner at PwC

Sealed Air (NYSE: SEE)

Appoints Anthony Allott to the Board of Directors Mr Allot is the former Senior Vice President and Chief Financial Officer at Applied Extrusion Technologies�

Valmont Industries (NYSE: VMI)

Appoints Deborah Caplan to the Board of Directors� Ms� Caplan is a former EVP at NextEra�

Willscot (NASDAQ: WSC)

Appoints Worthing Jackman to the Board of Directors� Mr� Jackman is the former President and Chief Executive Officer at Waste Connections, Inc�

JAMES METCALF

DAVID REGNERY

ANTHONY ALLOTT

New Board Appointments

Worthington Enterprises (NYSE: WOR)

Joseph Hayek promoted to CEO and he is appointed to the Board of Directors� Mr� Hayek is the former Chief Financial Officer & Operating Partner at Worthington Enterprises�

Resignations/Retirements

Balchem (NASDAQ: BCPC)

Joyce Lee resigns from the Board of Directors Ms Lee is the President, Cobb-Vantress at Tyson Foods

Codexis (NASDAQ: CDXS)

Alison Moore resigns from the Board of Directors Ms Moore is named Chief Technical Officer at Codexis

Corning (NYSE: GLW)

Hansel Tookes and Kurt Landgraf retire from the Board of Directors Mr Tookes is the former Chair of the Board and CEO at Raytheon Aircraft and Mr� Landgraf is the former President at Washington College�

Greif (NYSE: GEF)

Vicki Avril-Groves retires from the Board of Directors Ms Avril-Groves is the former Chief Executive Officer at TMK IPSCO�

Ingevity (NYSE: NGVT)

John Fortson departs as CEO and from the Board of Directors� Mr� Fortson is the former Chief Financial Officer at AAR CORP�

Kratos Defense & Security Solutions (NASDAQ: KTOS)

Daniel Hagen resigns from the Board of Directors� Mr� DeMarco is President and Chief Executive Officer at Kratos Defense & Security Solutions, Inc�

Norfolk Southern (NYSE: NSC)

Alan Shaw resigns from the Board of Directors� Mr� Shaw is the former Chief Executive Officer at Norfolk Southern�

Paramount Global (NASDAQ: PARAA)

Charles Phillips resigns from the Board of Directors� Mr� Phillips is the former Chief Executive Officer at Infor

JOSEPH HAYEK

ALISON MOORE

CHARLES PHILLIPS

Misc./Other

New Board Appointments

Joint (NASDAQ: JYNT)

Sanjiv Razdan named CEO and he is appointed to the Board of Directors� Mr� Razdan is the former President Americas & India at The Coffee Bean & Tea Leaf�

Pitney Bowes (NYSE: PBI)

Appoints Paul Evans, Catherine Levene, and Julie Schoenfeld to the Board of Directors� Mr� Evans is the former CHief Operating Officer at America’s Auto Auction Group, Ms Levene is the former President at Meredith National Media Group and Ms Schoenfeld is the former General Manager and VP at Cruise Automation

Sunrun (NASDAQ: RUN)

Appoints John Trinta to the Board of Directors Mr Trinta is the former CEO at Deloitte Financial Advisory Services

SANJIV RAZDAN

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New Board Appointments

Cheniere Energy Partners LP (NYSE: CQP)

Appoints Anatol Feygin to the Board of Directors� Mr� Feygin is the Chief Commercial Officer at Cheniere Energy Partners LP�

EnLink Midstream (NYSE: ENLC)

Appoints Pierce Norton, Walter Hulse and Lyndon Taylor to the Board of Directors� Mr� Norton is the President and Chief Executive Officer at ONEOK, Mr� Hulse is the EVP, Chief Financial Officer, Treasurer, Investor Relations and Corporate Development at ONEOK and Mr Taylor is the EVP, Chief Legal Officer and Assistant Secretary at ONEOK

Excelerate Energy (NYSE: EE)

Appoints Tyler Todd to the Board of Directors Mr Todd is the SVP Business Development at Kaiser-Francis Oil

NextDecade (NASDAQ: NEXT)

Appoints Arnaud Lenail-Chouteau to the Board of Directors Mr LenailChouteau is the Vice President, LNG Assets and Business Development at TotalEnergies�

PG&E (NYSE: PCG)

Kerry Cooper promoted to Chair of the Board Mr Cooper is the former President/COO at Rothy’s�

UGI (NYSE: UGI)

Appoints Melanie Ruiz, David Bingenheimer, and Robert Flexton to the Board of Directors� Ms� Ruiz is the CIO at ABM Industries, Mr� Bingenheimer is the GM at Ecolab, and Mr� Flexton was appointed CEO at UGI�

USA Compression Partners LP (NYSE: USAC)

Micah Green named CEO and he is appointed to the Board of Directors� Mr� Green is the former SVP Construction & Project Execution at Energy Transfer LP

WEC Energy (NYSE: WEC)

Appoints Warner Baxter and John Lange to the Board of Directors� Mr� Baxter is the former Chief Executive Officer at Ameren and Mr Lange is the former Managing Director at Barclays

ANATOL FEYGIN

KERRY COOPER

MICAH GREEN

Public Utilities

Resignations/Retirements

Clearway Energy (NYSE: CWEN)

Vincent Stoquart resigns from the Board of Directors� Mr� Stoquart is the SVP, Renewables at TotalEnergies SE�

Entergy (NYSE: ETR)

Blanche Lincoln resigns from the Board of Directors� Ms� Lincoln is the Founder at Lincoln Policy Group�

York Water (NASDAQ: YORW)

Ernest Waters retires from the Board of Directors� Mr� Waters is the Area VP at Metropolitan Edison, a FirstEnergy Company�

BLANCHE LINCOLN

Real Estate

New Board Appointments

Braemar Hotels & Resorts (NYSE: BHR)

Appoints Jay Shah to the Board of Directors� Mr� Shah is the former CEO at Hersha Hotels & Resorts�

St Joe Co (NYSE: JOE)

Appoints Rhea Goff to the Board of Directors� Ms� Goff is the Chief Admin Officer at St Joe Co�

Resignations/Retirements

Alpine Income Property Trust (NYSE: PINE)

Mark Decker resigns from the Board of Directors Mr Decker is the former Chief Executive Officer at Centerspace�

Apartment Investment and Management Co (NYSE: AIV)

Terry Considine departs as Chief Executive Officer and from the Board of Directors�

JAY SHAH

TERRY CONSIDINE

New Board Appointments

Appian (NASDAQ: APPN)

Appoints Carl Hartman to the Board of Directors� Mr� Hartman is the CoFounder and Chief Technology Officer at Nomi Health�

BigCommerce (NASDAQ: BIGC)

Promotes Travis Hess to Chief Executive Officer and he is appointed to the Board of Directors� Mr� Hess is the former Managing Director at Accenture�

BlackBerry Ltd (NYSE: BB)

Appoints Lisa Bahash to the Board of Directors� Ms� Bahash is the former SVP of Auto & Transportation at Johnson Control�

C3.ai (NYSE: AI)

Appoints John Hyten to the Board of Directors� Mr� Hyten is a former 4-Star General in the US Air Force

Cerence (NASDAQ: CRNC)

Brian Krzanich named Chief Executive Officer and he is appointed to the Board of Directors Mr Krzanich is the former Chief Executive Officer at CDK Global

Certara (NASDAQ: CERT)

Appoints John Reynders to the Board of Directors Mr Reynders is the former Chief Data Sciences Officer at Neumora

Cricut (NASDAQ: CRCT)

Appoints Heidi Zak to the Board of Directors Ms Zak is the Co-Founder and Chief Executive Officer at ThirdLove

Digimarc (NASDAQ: DMRC)

Appoints Sheila Cheston and Dana Mcilwain to the Board of Directors Ms� Cheston is a former General Counsel at Northrop Grumman and Mr� Mcilwain is the former Chief Administrative Officer & Global Operations Leader at PwC�

Eaton (NYSE: ETN)

Appoints Andre Schulten to the Board of Directors� Mr� Schulten is the Chief Financial Officer at Procter & Gamble Company�

GoodRx (NASDAQ: GDRX)

Appoints Ron Bruehlman to the Board of Directors� Mr� Bruehlman is the CFO at IQVIA�

Informatica (NYSE: INFA)

Appoints Mitesh Dhruv to the Board of Directors� Mr� Dhruv is the former Chief Financial Officer at RingCentral

LISA BAHASH

JOHN REYNDERS

RON BRUEHLMAN

New Board Appointments

Mitek Systems (NASDAQ: MITK)

Appoints Ed West and James Fay to the Board of Directors� Mr� West was appointed CEO at Mitek Systems and Mr� Fay is the CFO at Matterport�

Qualcomm (NASDAQ: QCOM)

Appoints Marie Myers to the Board of Directors� Ms� Myers is the Chief Financial Officer at Hewlett Packard Enterprise�

Sabre (NASDAQ: SABR)

Appoints Eric Kelly to the Board of Directors� Mr� Kelly is the Chair of the Board and Chief Executive Officer at Overland Tandberg�

Sprout Social (NASDAQ: SPT)

Appoints Ryan Barretto to the Board of Directors� Mr� Barretto is the Chief Executive Officer at Sprout Social�

TE Connectivity (NYSE: TEL)

Appoints Sam Eldessouky to the Board of Directors� Mr� Eldessouky is the EVP and Chief Financial Officer at Bausch + Lomb�

TruBridge (NASDAQ: TBRG)

Appoints Amy O’Keefe to the Board of Directors� Ms� O’Keefe is the Chief Financial Officer at Avaya

MARIE MYERS

AMY O’KEEFE

Resignations/Retirements

Monolithic Power Systems (NASDAQ: MPWR)

James Moyer resigns from the Board of Directors� Mr� Moyer is the former Chief Design Engineer at Monolithic Power Systems�

ON Semiconductor (NASDAQ: ON)

Atsushi Abe resigns from the Board of Directors� Ms� Abe is the Managing Partner at Advanced Solutions�

Paylocity (NASDAQ: PCTY)

Jeffrey Diehl to leave the Board of Directors� Mr� Diehl is the Managing Partner at Adams Street Partners�

Phunware (NASDAQ: PHUN)

Michael Snavely resigns as CEO and from the Board of Directors�

PROS (NYSE: PRO)

Andres Reiner retires as CEO and from the Board of Directors�

JEFFREY DIEHL

MICHAEL SNAVELY

New Board Appointments

ESCO Technologies (NYSE: ESE)

Appoints David Campbell and Penelope Conner to the Board of Directors� Mr� Campbell is the CEO at Evergy and Ms� Conner is the EVP of Customer Experience & Strategy at Eversource Energy�

Lumen Technologies (NYSE: LUMN)

Appoints Chris Capossela to the Board of Directors� Mr� Capossela is the former CMO at Microsoft�

Resignations/Retirements

Cisco Systems (NASDAQ: CSCO)

Ekta Singh-Bushell to leave the Board of Directors Ms Singh-Bushell is the former Deputy to Chief Operating Officer at the Federal Reserve Bank of New York�

CHRIS CAPOSSELA

EKTA SINGHBUSHELL

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

October 2024 Board Appointments & Departures

Private Corporations

Anivive Lifesciences

Appoints Kevin McCarthy to the Board of Directors� Mr� McCarthy is the former Speaker of the House�

Apnimed, Inc.

Appoints Gary Sender to the Board of Directors� Mr� Sender is the former Chief Financial Officer at Nabriva plc�

Avicena

Appoints Greg Dougherty to the Board of Directors� Mr� Dougherty is the Former CEO at Oclaro�

Billtrust

Appoints Alison Elworthy to the Board of Directors� Ms� Elworthy is the Chief of Staff to the CEO and Executive Vice President of central strategy at HubSpot

Cellino Biotech, Inc.

Appoints Chris Gibson to the Board of Directors� Mr� Gibson is the CoFounder and CEO at Recursion

Chilton Trust

Appoints David Daniel to the Board of Directors Mr Daniel is the Former CEO & Chairman at Spencer Stuart

ElastiMed Ltd.

Appoints Dr Amir Belson to the Board of Directors Dr Belson is the founder of Neoguide Systems

Grocery TV

Appoints Alison Levin to the Board of Directors Ms Levin is the President of Advertising and Partnerships at NBCUniversal Media

Kyverna Therapeutics, Inc.

Appoints Mert Aktar to the Board of Directors Mr Aktar is the Chief Executive Officer at Receptive Bio�

Myrobalan Therapeutics

Appoints Emma Reeve to the Board of Directors Ms Reeve is the former Chief Financial Officer at Constellation Pharmaceuticals, Inc�

KEVIN MCCARTHY

ALISON ELWORTHY

ALISON LEVIN

October 2024 Board Appointments & Departures Corporations Index

October 2024 Board Appointments & Departures Corporations

October 2024 Board Appointments & Departures Corporations Index

October 2024 Board Appointments & Departures Director Index

Abe, Atsushi 71

Aktar, Mert 60

Allott, Anthony 62

Anasenes, Nicole

Arnold, Dan

Paul

51

Avril-Groves, Vicki 63

Azevedo, Roy 52

Bahash, Lisa 69

Bajaria, Bela 54

Ballaron, Craig 61

Barretto, Ryan ���

Bauer, Terrence

Baumgarten, Josh 58

Baxter, Warner 66

Bendza, Mark 51

Bernard, Thierry 61

Bingenheimer, David 66

Bob, Matthew ���

Box, Damon 56

Boyd, Cantey 60

Bruehlman, Ron 69

Bruen, Michael 53

Buckley, Mortimer 61

Campbell, David

Caplan, Deborah

72

�62

Capossela, Chris 72

Carruthers, Evan 58

Cassella, James 61

Cheston, Sheila 69

Chu, Maggie 62

Clark, Denise ����

�53

Collins, Cynthia 60

Conner, Penelope 72

Conroy, James 52

Conroy, James 53

Considine, Terry 69

Cooper, Kerry ���

Dauch, David ����

66

Decker, Mark 68

Dellaquila, Frank 58

Dhruv, Mitesh 69

Diehl, Jeffrey 71

Dolan, Victoria 51

Eisner, Michael

Eldessouky, Sam

70

Elmy, Frederick 62

Engelen, Frank 54

Robert

October 2024 Board Appointments & Departures Director Index