Board Recruitment July 2024

The Top 10 Board Appointments of 2024 (so far)

JOHN MORIKIS Appointed to General Mills ELAINE CHAO

Appointed to Mobileye

ROSALIND BREWER Appointed to United Airlines

CALVIN BUTLER Appointed to Emerson

GEN. PAUL NAKASONE (U.S. ARMY, RET.) Appointed to OpenAI MARIA JELESCU DREYFUS Appointed to ExxonMobil

Cisco Appoints Ekta SinghBushell to the Board of Directors

NG Appointed to Amazon

JOSE ANTONIO ALVAREZ Appointed to AON

TERI LIST Appointed to lululemon

Appointed to Walgreens

John Hess Join Board of Goldman Sachs

Verizon Appoints Caroline Litchfield to the Board of Directors

ANDREW

ROBERT HUFFINES

A Message from the CEO of BoardProspects

Welcome to the July 2024 Issue of Board Recruitment, BoardProspects’ flagship publication dedicated to keeping you at the forefront of corporate governance and boardroom composition. Our mission is to equip you with the knowledge and tools necessary to enhance your boardroom.

As we reach the midpoint of 2024, we present our feature article, “The Top 10 Board Appointments of 2024 (So Far),” where I review standout appointments that have the potential to add significant value to their respective boards. This feature is a reflection on the thousands of appointments made this year, highlighting those that stand out, at least “on paper,” for their expected contributions to the boardroom.

This issue also includes two informative articles from our BoardRoom Resource Partners:

• “Roundup of Overboarding Policies Applicable to U.S. Public Company Directors” (Source: Sidley): Gain insights into the latest overboarding policies affecting directors of U.S. public companies.

• “21st-Century Board Oversight of Talent” (Source: Protiviti): Understand modern strategies for board oversight of talent in today’s dynamic business environment.

We are committed to providing you with relevant and timely content to support your governance needs. Your feedback is always appreciated and helps us refine our offerings to better serve you.

Thank you for being a valued member of the BoardProspects community.

Mark Rogers Founder and CEO, BoardProspects

Roundup of Overboarding Policies Applicable to U.S. Public Company Directors

As public company board service has become more complex and timeconsuming, proxy advisory firms and institutional investors have sharpened their focus on directors who serve on an excessive number of boards. Overboarding concerns have become a key driver for recommendations or votes against director elections in recent years. In its latest Investment Stewardship Annual Report, BlackRock reported

that it voted against directors at 297 companies in the Americas in 2023 based on overboarding concerns.

The table below summarizes the overboarding policies applicable to U.S. public company directors of proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) as well as several large institutional investors. Investor viewpoints around the maximum number of public company boards have converged toward a maximum of one or two outside boards for the CEO (i.e., two or three boards total) and four to five boards total for other directors. Notably, for 2024, Glass Lewis, State Street Global Advisors (SSGA) and Vanguard updated their policies to reflect enhanced expectations for public companies to adopt overboarding policies and disclose the board’s process for evaluating director time commitments.

Public companies must stay informed of the director overboarding policies of their key institutional investors and consider how they may impact director elections. In light of such policies, it may be advisable to adopt or amend a director time commitment policy, revise overboarding numerical limits or enhance disclosures about director time commitments.

Street Global Advisors (SSGA) 16

(New for 2024, for S&P 500 companies, SSGA will consider public disclosure of a director time commitment policy rather than numerical limits)

to policies, including for SPAC executives / directors) Director is a Public Company Executive Officer

Recent Developments Relating to Director Overboarding

Recent Developments Relating to Director Overboarding

In a March 2024 article titled “Director Commitments Policies, Overboarding, and Board Refreshment,” Glass Lewis strongly advocated for companies to adopt a director commitments policy to reduce the risks posed by overcommitted directors and to promote board refreshment. Glass Lewis reported that 85% of Russell 1000 companies have such a policy, 70% of which limit the number of outside boards on which a director may serve. Some policies also require the nominating committee to annually review director commitments and confirm compliance. Beginning in 2024, Glass Lewis tracks whether Russell 1000 companies have a director commitments policy with a numerical limit, which Glass Lewis will display as a data point in its proxy paper research reports. Glass Lewis will not make exceptions to its director commitments guidelines based on a board’s disclosure of a director commitments policy but will factor that into its analysis of overcommitted directors.

In a March 2024 article titled “Director Commitments Policies, Overboarding, and Board Refreshment,” Glass Lewis strongly advocated for companies to adopt a director commitments policy to reduce the risks posed by overcommitted directors and to promote

board refreshment. Glass Lewis reported that 85% of Russell 1000 companies have such a policy, 70% of which limit the number of outside boards on which a director may serve. Some policies also require the nominating committee to annually review director commitments and confirm compliance. Beginning in 2024, Glass Lewis tracks whether Russell 1000 companies have a director

As previewed in 2023, SSGA updated its Global Proxy Voting and Engagement Policy in March 2024 to provide that beginning in 2024, SSGA will consider whether a company publicly discloses a director time commitment policy in its corporate governance guidelines, proxy statement, or company website that includes (i) a description of the nominating committee’s annual review process to evaluate director time

commitments policy with a numerical limit, which Glass Lewis will display as a data point in its proxy paper research reports. Glass Lewis will not make exceptions to its director commitments guidelines based on a board’s disclosure of a director commitments policy but will factor that into its analysis of overcommitted directors.

As previewed in 2023, SSGA updated its Global Proxy Voting and Engagement Policy in March 2024 to provide that beginning in 2024, SSGA will consider whether a company publicly discloses a director time commitment policy in its corporate governance guidelines, proxy statement, or company website that includes (i) a description of the nominating committee’s annual review process to evaluate director time commitments and (ii) numerical limits on public company board seats directors can hold. For S&P 500 companies, SSGA may vote against the nominating committee chair at companies that do not publicly disclose a policy compliant with the above criteria or do not commit to doing so within a reasonable timeframe. For non-S&P 500 companies that do not publicly disclose a policy compliant with the above criteria, SSGA will consider the number of outside board directorships that the company’s non-executive and executive directors may undertake and may vote against a director who exceeds the number of board mandates listed in the table above.

In a U.S. Regional Brief published in November 2023, Vanguard provided an instructive example of the importance

of a company’s disclosure and board oversight relating to director overboarding. Vanguard’s Investment Stewardship team voted in favor of a director’s reelection at one company and against the same director’s reelection at a different company based on overboarding concerns. Using a caseby-case analysis, Vanguard supported the director’s reelection at the company that disclosed “its formal and periodic board evaluation process, director commitment policy, and assessment of the director’s performance” and voted against reelection at the company where Vanguard determined the disclosure and engagement did not sufficiently convey “the board’s assessment of the director’s performance nor its plans 3 to monitor the director’s capacity.” In its updated proxy voting policy for 2024, Vanguard explained that it expects its portfolio companies to adopt governance practices relating to director commitments, including an overboarding policy and disclosure about how the board oversees the policy’s implementation. Vanguard views as helpful disclosure about the numerical limits in the overboarding policy as well as a discussion of the rationale for the nomination of any director whose board mandates exceed those limits. Vanguard also believes it is good practice for companies to describe how the board developed its overboarding policy and how frequently it is reviewed.

According to 2023 Spencer Stuart data,20 81% of S&P 500 companies limit the number of boards on which their directors can serve, and the limits on additional directorships disclosed in 2023 trended in

line with key institutional investor policies.

• Limits applicable to CEOs. As of 2023, of the 25% of S&P 500 companies that disclose limits on additional public company directorships applicable to the CEO, all but two impose a limit of one or two outside boards. (Two companies allow their CEOs to serve on three outside public company boards.) • Limits applicable to all directors. As of 2023, of the 72% of S&P 500 companies that disclose limits on additional public company directorships applicable to all directors, most impose a limit of three or four additional boards.

• Limits on audit committee service. As of 2023, of the 44% of S&P 500 companies that disclose limits on the number of outside public company audit committees on which their audit committee members can serve, nearly all impose a limit of two additional audit committees.

• No limits. As of 2023, 92 S&P 500 companies do not publicly disclose a limit on additional board service, but 90 of them require directors to notify the board chair before agreeing to join another board or encourage directors to reasonably limit their outside board commitments.

Next Steps

• For directors whose directorships exceed any of the limits above, discuss with the proxy solicitor the estimated negative votes against

those directors (particularly at companies that have adopted majority voting in uncontested director elections), and consider how to engage with key institutional investors whose overboarding policies have been triggered.

• Review your company’s corporate governance guidelines or other policies or disclosures relating to director commitments, and consider whether to amend provisions requiring preapproval of, or imposing limits on, outside public company directorships for CEOs, other NEOs, audit committee members, and other directors. In particular, consider whether amendments are necessary to meet the heightened expectations from Glass Lewis, SSGA, and Vanguard for 2024 with respect to director commitment policies and related disclosures.

• Ensure that director nomination and re-nomination processes provide for review of each nominee’s capacity and outside board service (including leadership positions and committee service), bearing in mind that private company and non-profit board service can also require a significant time commitment. • Monitor proxy advisory firm and key institutional investor policy changes regarding director overboarding. While CEOs generally serve on fewer boards now than in the past, we expect continued focus on director overboarding in the years to come.

1 Where an overboarding policy applies a lower numerical limit only to the CEO, the higher numerical limit applicable to Non-Executive Directors set forth in the table also applies to executive officers other than the CEO.

2When determining whether a director’s service on an excessive number of boards may limit the director’s ability to devote sufficient time to board duties, Glass Lewis may consider relevant factors such as the size and location of the other companies where the director serves on the board, the director’s board roles at the companies in question, whether the director serves on the board of any large privately held companies, the director’s tenure on the boards in question, and the director’s attendance record at all companies. In the case of directors who serve in executive roles other than CEO (e.g., executive chair), Glass Lewis will evaluate the specific duties and responsibilities of that role in determining whether an exception is warranted. Glass Lewis may refrain from recommending against a director if the company provides sufficient rationale for the director’s continued board service. The rationale should allow shareholders to evaluate the scope of the director’s other commitments as well as their contributions to the board including specialized knowledge of the company’s industry, strategy, or key markets; the diversity of skills, perspective, and background they provide; and other relevant factors. Glass Lewis will generally refrain from recommending against a director who serves on an excessive number of boards within a consolidated group of companies or a director that represents a firm whose sole purpose is to manage a portfolio of investments that include the company. When the CEO or an executive officer serves only as an executive at a special purpose acquisition company (SPAC), Glass Lewis will generally apply the higher threshold of five public company directorships before it

considers a director to be overboarded. Beginning in 2024, Glass Lewis tracks whether Russell 1000 companies have a director commitments policy with a numerical limit, which Glass Lewis will display as a data point in its proxy paper research reports. Glass Lewis will not make exceptions to its director commitments guidelines based on disclosure of a director commitments policy but will factor that into its analysis of overcommitted directors.

3An executive officer who does not sit on the board of the company where he or she serves as an executive officer may serve on the board of only one other public company before being considered overboarded by Glass Lewis.

4Glass Lewis will also consider recommending against any audit committee member who serves on more than three public company audit committees unless the audit committee member is a retired CPA, CFO, or controller or has similar experience (in which case the limit will be four committees, taking time and availability into consideration including a review of the audit committee member’s attendance at all board and committee meetings). Glass Lewis may exempt certain audit committee members from the limit if, upon further analysis of relevant factors such as the director’s experience; the size, industry mix and location of the companies involved; and the director’s attendance at all the companies, it can reasonably determine that the audit committee member is likely not hindered by multiple audit committee commitments.

5Per its U.S. Procedures & Policies (NonCompensation) FAQs, ISS counts directorships of “public companies” as determined by FactSet and S&P Capital IQ as well as mutual fund families. For example, ISS counts directorships of overthe-counter-listed companies and foreign-listed companies that are not Securities and Exchange

Commission registrants as “public company” directorships for overboarding purposes even though those directorships do not require proxy statement disclosure pursuant to Item 401(e)(2) of Regulation S-K. ISS counts subsidiaries with publicly traded stock as separate boards, but subsidiaries that only issue debt are not counted. ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50% ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50% controlled and boards outside the parent/subsidiary relationships. At outside boards and subsidiaries owned 50% or less by the parent, ISS will consider recommending withhold/against votes on a case-by-case basis after considering, among other factors: (i) the structure of the parent/subsidiary relationship (e.g., holding company), (ii) the similarity of business lines between the parent and subsidiary, (iii) the percentage of subsidiary held by the parent, and (iv) the total number of boards on which the director serves. ISS counts mutual fund family boards as one board. In general, ISS counts each SPAC directorship as a separate board for overboarding purposes. CEOs of SPACs are subject to ISS’ CEO overboarding policy, with SPAC boards counting the same as other public company boards. ISS will generally not count a board when it is publicly disclosed that the director will be stepping off that board at its next annual meeting if that meeting will occur in the near future. ISS will include new boards that it is publicly disclosed that a director is joining even if the shareholder meeting with his/her election has not yet taken place.

6ISS policy allows for two outside boards for a CEO, and that limit does not increase if the CEO does not serve on his/her own board. ISS does not apply its overboarding policy to interim CEOs.

7Under the Council of Institutional Investors (CII)

corporate governance policies, absent unusual, specified 5 circumstances, CII recommends limiting for-profit, corporate board service as follows: Directors who are employed fulltime by a for-profit corporation should serve on no more than two total for-profit boards. All other directors should serve on no more than four total for-profit boards. Companies should disclose all board members’ for-profit, corporate directorships.

8AllianceBernstein votes against the appointment of directors who occupy (or would occupy following the vote) five or more total public company board seats for non-CEOS, four or more total public company board seats for the sitting CEO of the company in question, and three or more total public company board seats for sitting CEOs of companies other than the company under consideration. AllianceBernstein may also exercise flexibility if an overboarded director nominee’s presence on the board is critical, based on company-specific factors in the absence of any notable accountability concerns.

9CalSTRS believes that “directors should not serve on an excessive number of boards, the quantity may be dependent upon various factors, like participation in key committees.”

10 LGIM considers an independent board chair role to count as two directorships due to the extra complexity, oversight and time commitment. LGIM will apply a voting sanction to any executive director/officer, other than a CEO or executive chair, who holds more than two non-executive director roles with unrelated listed companies.

11 MFS may also vote against any director if it deems such nominee to have board roles or outside time commitments that MFS believes would impair their ability to dedicate sufficient time and attention to their director role. MFS may consider exceptions to its numerical guidelines if

(i) the company has disclosed the director’s plans to step down from the number of public company boards exceeding four or two, as applicable, within a reasonable time; (ii) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary) or service on more than one investment company within the same investment company complex (as defined by applicable law); or (iii) new for 2024, after engagement it believes the director’s ability to dedicate sufficient time and attention is not impaired by the external roles.

12 Neuberger Berman considers if a director serves on the board of a SPAC or investment company when evaluating director board commitments given the different time commitment requirements these boards typically require.

13 The New York State Common Retirement Fund will generally withhold support from directors who are members of an “excessive” number of corporate boards and/or number of key committees as defined in the table above. The Fund may also consider a nominee’s other committee memberships (e.g., service on multiple audit committees at other companies), committee leadership positions, or other activities, including private company service, when assessing excessive outside commitments.

14 The New York State Common Retirement Fund will generally withhold support from directors who are members of an “excessive” number of corporate boards and/or number of key committees as defined in the table above. The Fund may also consider a nominee’s other committee memberships (e.g., service on multiple audit committees at other companies), committee leadership positions, or other activities, including private company service, when assessing excessive outside commitments.

15 In addition to the specified limits, Norges Bank will “not support the election of a director who … otherwise has too many board or management roles to fulfil effectively his or her responsibilities at the company.”

16 Beginning in 2024, SSGA considers whether a company publicly discloses its director time commitment policy (e.g., within its corporate governance guidelines, proxy statement, or company website). This policy or associated disclosure must include (i) a description of the nominating committee’s annual review process to evaluate director time commitments and (ii) numerical limits on public company board seats the company’s directors can serve on. For S&P 500 companies, SSGA may vote against the nominating committee chair at companies that do not publicly disclose a policy compliant with the above criteria or do not commit to doing so within a reasonable timeframe. For non-S&P 500 companies that do not publicly disclose a policy compliant with the above criteria, SSGA will consider the number of outside board directorships that the company’s non-executive and executive directors may undertake and may take voting action against a director who exceeds the number of board mandates listed in the table above. SSGA may consider waiving its withhold vote if a director is imminently leaving the board and the company discloses the departure in a written, time-bound, and publicly available manner. Further, SSGA will not consider service on the board of a mutual fund, UK investment trust, or SPAC when evaluating directors for excessive commitments, although it expects the nominating committee to do so. 17 Where an individual has a high level of board positions, as an executive and/or non-executive, UBS Asset 6 Management will review their overall commitments. UBS Asset Management “may examine other measures of effectiveness including attendance levels, relevance of skill set and types of position for a

director holding multiple directorships” and will generally not support the election of a director who it considers holds an excessive number of overall positions.

18 For purposes of Vanguard’s policy to generally vote against any director who is an NEO who sits on more than two public company boards, the two boards could comprise either the NEO’s “home board” (i.e., a company where the NEO serves as an executive officer) plus one outside board, or two outside boards if the NEO does not serve on their home board. Vanguard may grant an exception based on company-specific facts and circumstances including, but not limited to, (i) indications that the director will have sufficient capacity to fulfill their responsibilities and/or a review of the full board’s skill and diversity composition and (ii) if the director has publicly committed to stepping down from the directorship(s) necessary to fall within the specified thresholds. Vanguard looks for its portfolio companies to “adopt good governance practices regarding director commitments, including an overboarding policy and disclosure of the board’s oversight of the implementation of that policy. Helpful disclosure includes a discussion of the company’s policy (e.g., what limits are in place) and, if a nominee for director exceeds its policy, any considerations and rationale for their nomination. Additionally, it is good practice to include disclosure of how the board developed its policy and how frequently it is reviewed to ensure it remains appropriate.”

19 Wellington may take into consideration that certain directorships, such as SPACs and investment companies, are usually less demanding.

20 Spencer Stuart, 2023 U.S. Spencer Stuart Board Index (2023).

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 effort

† 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-off” compensation negotiations occur frequently

† Turnover is higher than normal or unexpected

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

21st-Century Board Oversight of Talent

By Fran Maxwell

Acute talent shortages across numerous industries underscore the risks emanating from outdated, reactionary approaches to managing people, succession, and culture. The question arises, what is the board’s role in forging a 21st-century approach to managing talent?

In our study of the top global risks affecting boards and companies, more than 1,100 C-suite executives and directors rated the inability to attract and retain top talent and succession challenges as the second-highest rated risk and increases in labor costs as the ninth-ranked risk, looking ahead both 12

months and 10 years. Another risk — the shortage of new skills in the market, which necessitates significant efforts to upskill and reskill existing employees — is the sixth- and third-ranked risk, respectively, for these two periods. These results have also manifested themselves in prior years and underscore the importance of organizations rethinking their strategies to attract the unique kinds of talent they need both now and in the future.

Talented people and culture are related, as the latter acts as a magnet in attracting the former and, effectively led, the best and brightest engender innovative cultures that compete and win

1 Executive Perspectives on Top Risks for 2024 and a Decade Later,” Protiviti and NC State University’s ERM Initiative, December 2023: www.protiviti.com/us-en/survey/executive-perspectives-top-risks.

2 “Gen Zers Are Waving Goodbye to ‘Soul-Sucking’ 9-to-5 Jobs as Social Media Convinces Them to Ditch Corporate Careers,” by Orianna Rosa Royle, Fortune, March 1, 2024: https://fortune.com/2024/03/01/gen-z-soul-sucking-corporate-careers-social-media/.

in the market. Changing times have led to fleeting employee loyalty, as talented individuals have more options than ever before with greater transparency into available opportunities. The demand for specialized talent is high, as organizations face nontraditional competitors such as digital side hustles. These and other factors (including the pandemic, a stronger focus on diversity hybrid work environments, mental health awareness, social media, and the upskilling imperative as technology advances have empowered the workforce and elevated expectations for meaningful work, opportunities for growth, more flexibility and work-life balance, and shared values with their employer.

The recruitment of a transient, multigenerational workforce no longer ends with onboarding. People don’t quit a job; they quit their leader. Learning and development have become a large component of why people choose to stay at or leave an organization. Success in the 21st century stems from creating, implementing, and communicating a talent strategy that is aligned with the business strategy and focused on providing an exceptional employee experience. These dynamics place talent and succession front and center on the board’s agenda.

Embrace New Talent Realities

The board should ascertain that C-suite leaders and chief human resource officers (CHROs) are adapting as talent markets and economic conditions change. Today’s talent challenges

cannot be solved with yesterday’s thinking. Over time, the need for more sophisticated talent strategies will only increase — as will the risks triggered by relying on reactive strategies for managing talent. Below are four imperatives for directors to consider when engaging management on establishing a new normal for managing people.

1. Implement a Sustainable Talent Strategy

Directors should ensure that the CHRO, or its equivalent, and other human resources (HR) leaders conduct a comprehensive inventory of current talent assets and skill sets, map those assets and skill sets to the organization’s overall business objective, and fill any gaps through the company’s talent sources (e.g., full-time employees, contract and temporary workers, managed services, and outsourcing providers). This process should be repeated on at least a quarterly basis (and more frequently, if necessary), depending on the volatility of market conditions and other factors such as attrition rates

2. Foster a Different Mindset

Treating employees like customers over the long haul requires new thinking and considerations. Senior leaders should recognize that certain talent segments will remain difficult to hire and retain even when the overall talent market softens. Many HR functions are not equipped with the right mindset or resources — both skills and supporting technology — required to develop and execute a 21st-century talent strategy.

3. Align Every Talent-Related Action to the Corporate Culture Narrative

When actions conflict with executive leadership’s pronouncements about culture, employee engagement may decline, attrition may increase, and the employee experience can suffer. When hefty signing bonuses and salaries are used to hire difficult-to-source skill sets (a common practice over the past two years), how is the rationale for these decisions communicated to the rest of the workforce who did not receive supersized offers? If staffing reductions are needed, how is that decision framed?

4. Encourage Data-Driven Decisions

Sole reliance on qualitative assessments of talent and skills is running out of steam. Boards should inquire as to whether the company is supplementing traditional workforce planning and performance management with artificial intelligence (AI)-powered applications and advanced tools to facilitate forecasting of future headcount fluctuations based on absenteeism, engagement data, productivity data, and other inputs. Additionally, companies should develop data-based insights into workforce and individual performance supported by employee selfassessments, manager affirmations, employee sentiment tracking, and more. Decisions about role consolidation, reassignments, and/or terminations should be data-driven based on unique skills, relationships within the organization, personality

strengths, and development trajectories.

Questions for Boards:

Do we have a clear view of the skills and talent (e.g., leadership abilities, functional or operational expertise, and specialized knowledge) that our organization needs to meet short-, mid- and long-term objectives that underpin our business strategy?

• Do we know if we have these capabilities within our organization, or are there any skills gaps present in our organization that will impede us from achieving our short- and mid-term goals? Are we skilling our people for the jobs of the future?

• How effectively do we adapt to changing markets? What is the state of our employee readiness to help us transform our organization to stay ahead in the face of innovative and disruptive change? Do we handle unexpected challenges well?

• Do the CHRO and HR team have access to the data-driven performance insights they need to reduce hiring activity and staff size (when necessary) with limited impact on the execution of business objectives? For example, can HR leaders consider workforce changes based on data analyses and longerterm forecasts, while concurrently focusing on the employee experience?

1. within the organization, personality strengths, and development trajectories.

Questions for Boards:

Do we have a clear view of the skills and talent (e.g., leadership abilities, functional or operational expertise, and specialized knowledge) that our organization needs to meet short-, mid- and long-term objectives that underpin our business strategy?

• Do we know if we have these capabilities within our organization, or are there any skills gaps present in our organization that will impede us from achieving our short- and midterm goals? Are we skilling our people for the jobs of the future?

• How effectively do we adapt to changing markets? What is the state of our employee readiness to help us transform our organization to stay ahead in the face of innovative and disruptive change? Do we handle unexpected challenges well?

• Do the CHRO and HR team have access to the data-driven performance insights they need to reduce hiring activity and staff size (when necessary) with limited impact on the execution of business objectives? For example, can HR leaders consider workforce changes based on data analyses and longerterm forecasts, while concurrently focusing on the employee experience?

• Have we evaluated the effectiveness of our onboarding process in integrating talent and preparing external hires to contribute and succeed? How effective is our learning environment in developing the skills of our people and the resiliency of our workforce? Are we channeling people to areas that they are passionate about?

• Are there aspects of our culture that require improvement?

• For example, are there pockets of high turnover where we need to look for patterns and themes or the possibility of an ineffective leader? Are we managing the impact of remote work on our culture effectively?

• How does our overall retention compare to that of other companies in the industry?

• Consider employee satisfaction, reasons for leaving, and average tenure.

• Is our executive and employee compensation structure competitive and effective in delivering appropriate rewards?

• Is our reward system (base pay, incentive compensation, and benefits) fair when performance goals are achieved and adjusted for the risks undertaken in achieving those goals? How do we know?

Address Succession Planning and Leadership Development

A global survey of more than 240 organizations conducted by the Association for Talent Development notes that half of the organizations surveyed are engaged in succession planning while 60% of those not so engaged intend to develop a plan. The study also recognizes that the primary causes of shortcomings in succession planning include limited C-suite bandwidth, insufficient resources, and the lack of available knowledge and expertise3. The bottom line: The notion that “We can go hire someone else” when a rising leader leaves does not reconcile with current market realities that will likely endure over time.

To complicate the picture, what got today’s leaders to their current position in the C-suite may not work today. Older generations focused more on “hustle,” whereas younger generations look for purpose, values, and alignment. For example, older generations felt like they had to “put in the time” to advance, whereas newer generations do not share that dynamic given the demand for talent. A new employee value proposition, along with dramatically different expectations of the employeremployee compact, has emerged in the 21st century. This is due to datadriven research, talent shortages, the introduction of new generations into the workforce, technological advancements,

changing societal norms, and newly realized correlations between the employee experience and superior performance. This challenge is further complicated by changing demographics. After 2025, projections show graduating high school classes in the United States declining moderately in size over the ensuing decade due largely to families having fewer children amid the economic disruptions of the Great Recession.4

The sheer magnitude of change suggests that the competencies that led to upthe-ladder success in the past are not the same combination of qualities needed in the future. So how does the organization modernize its succession-planning capabilities? The following are five highimpact actions for boards to consider when engaging with management:

Establish Transparency

With all the talk about pay transparency, relatively little sunlight shines on succession plans. Rising leaders often do not know they’ve been identified as a future candidate for senior leadership. The lack of awareness about advancement opportunities may be higher among some employee segments versus others, as research of women managers indicates.

Clarify Who Must Stay

To address flight risk, leaders should identify individuals in the organization with the critical skills needed to drive the business in the future. This is important

3 “Succession Planning Is in Vogue, but Employers Diverge on Identifying Talent,” by Ryan Golden, HR Dive, September 6, 2022: www.hrdive.com/news/succession-planning-is-in-vogue-but-employers-diverge-on-identifying-talent/631169/

4 “Birth Dearth Approaches,” by Rick Seltzer, Inside Higher Ed, December 14, 2020: www.insidehighered.com/news/2020/12/15/ more-high-school-graduates-through-2025-pool-still-shrinks-afterward.

as most baby boomers will retire in the next five to 10 years and many of them are in leadership roles. The process of identifying the organization’s next generation of leaders should be developed based on analyses of future business challenges and opportunities, assessments of the skills and organizational knowledge required to address those needs, and related evaluations of rising stars. For those sitting in critical roles, understanding the potential loss impact is key. Organizations that forgo this approach risk losing valuable future leaders while settling for less-talented candidates.

Hold the Right Conversations

It’s not enough to be transparent. In many cases, current leaders cannot identify a specific promotion date. That’s understandable, so long as this information, the reasons behind it, and its repercussions are communicated clearly to the rising leader in candid conversations. It helps to make the plan as actionable as possible with an emphasis on the need for flexibility and the organization’s commitment to invest in the individual. Making promises that cannot be kept should be avoided.

Ladder Up

Leading organizations strengthen succession planning by extending their focus deeper into organizational hierarchies, to the manager level. While high-potential professionals at these levels do not require the same intensity of development as a senior vice president knocking on the C-suite

door, attention to these cohorts is crucial to sustaining executive bench strength and leadership continuity throughout the enterprise. Lower — and often younger — rungs on the leadership ladder may have expectations of shorter promotion time frames as well as different employee-value propositions and leadership priorities. These differences should be considered and reflected in leadership development activities and communications with those highpotential individuals.

Measure up

Key performance indicators (KPIs) apply to succession plans as well. A report by the National Association of Corporate Directors cited the following as examples of possible metrics:5

• Number of designated successors for key positions considered to be “ready now” and “ready in 2 to 3 years”

• Number and percentage of employees in high-growth-potential and highperformance categories, along with their rates of retention

• Changes in employee turnover (including regretted and nonregretted departures), vacancy rates, and median recruitment time for key positions

• Changes in the demographic profile of the current workforce and candidate pool

• Changes in the results of employee engagement surveys — particularly during periods of transition (e.g., following major strategy changes and acquisitions and divestitures)

5 The NACD Blue Ribbon Commission Report on the Board and Long-Term Value Creation, National Association of Corporate Directors, 2015, pp. 28-29.

Questions for Boards:

• Are we satisfied that our talent strategy will sustain our leadership and talent pipeline?

1. How healthy is our executive bench strength two to three levels below the C-suite? How has it changed over recent years, and why?

2. Do we know who our “A-player” top performers and rising stars are? How well are we developing and mentoring them and capturing their hearts and minds? Do we avoid leaving them on the shelf for too long? When they leave, do we use the lessons learned from their departures to improve our retention processes?

3. Are we investing sufficient time, money, and expertise in modernizing our succession planning and leadership development capabilities for the current talent marketplace? Are we paying attention to the generational imperative as millennials fill out key roles in the workplace?

• Is the CEO involved in leadership development? Should we consider financial incentives tied to succession planning and leadership development? Do leadership development activities support and advance our corporate vision and values?

• Does the organization foster leadership networks for high-potential people, including alumni, to create advocates for the organization as an employer of choice as well as maintain lifelong relationships with current and future leaders, even after they leave the organization?

Organizing the Board’s Oversight

Asking the questions above offers directors an opportunity to engage in strategic conversation with management regarding what they are looking for in a comprehensive talent strategy and succession plan. The board’s focus on talent and succession planning requires a holistic, forward-looking effort, the success of which hinges on several enablers. These factors include an appropriate talent mindset among board members and executive leaders, the communication of the talent strategy and related objectives throughout the enterprise, and investments in supporting technology and human capital analytics. The above discussion and related questions offer directors an opportunity to send a clear message to management as to what they are looking for in terms of a comprehensive talent strategy and succession plan.

Depending on the risks inherent in the company’s operations, directors should do the following to update their talent oversight:

• Include talent strategy and succession planning key performance indicators on the board’s dashboard linked to the overall strategy to monitor execution and progress;

• Allocate sufficient agenda time to review talent strategy and the talent pipeline on a periodic basis;

• Ensure that the full board is kept informed if a separate board committee is designated to oversee talent and succession strategy, policies, and practices;

• Periodically evaluate the quality of boardroom presentations and discussions with management on talent strategy to identify opportunities for improvement; and

• Consider how the board can contribute to the effectiveness of the talent strategy. For example, directors may wish to interact informally with members of the C-suite such as at breakfasts or dinners, and with leaders at lower levels through town halls and focus groups scheduled in conjunction with board meetings.

The key takeaway for boards is clear: The talent game has changed, and directors need to ensure that CHROs, HR teams, and management understand the playing field.

1 US Securities and Exchange Commission, In the Matter of the Enhancement and Standardization of Climate-Related Disclosures for Investors (Order Issuing Stay), April 4, 2024.

2 US Judicial Panel on Multidistrict Litigation Consolidation Order, March 21, 2024.

Top 10 Board Appointments of 2024 (so far)

Mark Rogers, CEO of BoardProspects

As we are now half-way through 2024, I thought now would be a good time to step back and see which of thousands of board appointments which have already happened this year stand out, at least “on paper”, for adding significant value to the boardroom. Here are my “Top 10 Board Appointments of 2024 (so far)”:

Honorable Mention: AIG – Chris Inglis; Apple – Wanda Austin; Colgate-Palmolive – Brian Newman; Comcast – Wonya Lucas; Gilbane – William McKeon; Instacart –Victoria Dolan; Intel – Stacy Smith; J.P. Morgan – Mark Weinberger; Mattel – Dawn Ostroff; MetLife – Laura Hay; Mondelez – Brian McNamara; PayPal – Carmine DiSibio; Quest Diagnostics – Robert Carter; United Airlines – Rosalind Brewer; Vera Bradley –Jessica Rodriguez; Verizon – Caroline Lithfield; and Vertex Pharmaceuticals – Jennifer Schneider

10. Walgreens – Appointment of Robert Huffines

Pharmacy chains have been under significant pressure during the past several years as they face declining reimbursement rates as well as retail challenges from big box stores and Amazon. Walgreens is losing market share to its much larger rival CVS and is now planning store closures. It is clear that the chain needs to seek new opportunities to drive profitability and Robert Huffines has the experience and ability to lead a new strategy from the company’s boardroom. Huffines is the recently retired Chairman of Investment Banking at J.P. Morgan Chase where for more than 30 years he guided healthcare companies on strategy, mergers and acquisitions. It is difficult to think of a better appointment to Walgreen’s board under the present circumstances.

9. Mobileye – Appointment of Elaine Chao

Mobileye’s shareholders scored a significant victory with the appointment of Elaine Chao to the company’s board. It is difficult to imagine there being a more accomplished executive and board member in history than Chao. She has served as U.S. Secretary of Labor, U.S. Secretary of Transportation, CEO of United Way of America, and board member at Bloomberg, Lotus, Northwest Airlines, Kroger, Bank of China, ChargePoint, and Hyliion. Mobileye is a publicly traded autonomous driving company whose technology can now be found in more than 150 million vehicles. As Mobileye’s software continues to expand globally it is clear that Chao’s executive and international experience will bring substantial value to the company.

8. Emerson – Appointment of Calvin Butler

Emerson’s stock is up almost 20% from what it was a year ago - and up more than 50% from what it was 5 years ago. Nevertheless, there are recent concerns of a lack of business growth for the global technology and engineering company and a failure to reinvest profits back into the company. The board is highly accomplished with a significant industry expertise in power generation (oil, gas, clean energy, etc.), which is one of the focal points of Emerson’s customer base. However, there is a lack of deep experience in the end stage of electricity distribution. Calvin Butler solves that dearth. He is the President and CEO of Exelon, the nation’s largest utility company. He has been in the Exelon family since 2008 serving in a variety of executive positions.

7. General Mills – Appointment of John Morikis

It is no easy feat for a Fortune 500 company in the consumer manufacturing space to recruit a highly accomplished board member from another Fortune 500 company in the consumer manufacturing space, but that is exactly what General Mills did with the appointment of John Morikis. He is the Executive Chairman and former Chairman and CEO of Sherwin-Williams. Morikis started out with the company in 1984 as a management trainee and has been an integral part of Sherwin-Williams almost meteoric growth during the past 15 years. He is highly regarded for his deep understanding of strategic management and will almost certainly bring substantial value to General Mills boardroom.

6. lululemon – Appointment of Teri List

The unsettled global economic outlook continues to place a high premium on CFO experience at the boardroom table – which is why lululemon’s appointment of Teri List to the board is such an accomplishment. The athletic apparel company, whose stock has struggled in the first half of 2024, will benefit greatly from List’s expertise in finance. List has an extraordinary resume, having served as the CFO at Dick’s Sporting Goods, The Gap, and Kraft Food Group. Prior to that she spent nearly 20 years in executive positions at Procter & Gamble. In addition to her c-suite experience, List brings with her to lululemon her impressive record of board service, which includes current board positions at Microsoft, Visa, and the Danaher Corporation.

5. AON – Appointment of Jose Antonio Alvarez

The rich get richer. Aon has a market cap of $64 billion and projected revenues in 2024 of $15.5 billion, with 9.5% year over year growth. The professional services firm is one of the world’s most successful companies and in my opinion has one of the most talented board of directors that can be found across the globe with former c-suite executives from such companies as American Express, Goldman Sachs and National Grid. To that roster, Aon now adds Jose Antonio Alvarez, the former CEO of Santander. Alvarez is widely credited for Santander Group’s successful growth from a mostly European financial services company to a true global leader. Aon now operates in more than 120 countries and Alvarez’s international experience should be immeasurable.

4. United Airlines – Appointment of Rosalind Brewer

The airline industry is back stronger than ever with record numbers of travelers taking to the skies this year. The projected revenue of the industry in 2024 is now just shy of $1 trillion and investors are signaling their confidence in United Airlines’ strong position in the market. The company’s shares have gained more than 16% year-to-date compared with 11.5% for the rest of the industry. However, the airline industry is always fiercely competitive and there is a renewed push to win the loyalty of customers. Which is why United’s appointment of Rosalind Brewer is so brilliant. Brewer fully understands the challenges and intricacies of consumer facing businesses having served as CEO of Walgreens and COO of Starbucks. She has been recognized by Forbes and Fortune for their “Most Powerful in Business” and will almost certainly keep United on a continued upward trajectory.

3. Amazon – Appointment of Andrew Ng

Artificial Intelligence (AI) is perhaps the biggest topic in today’s corporate world in terms of its implications for innovation, growth, and efficiencies. The biggest names in technology – Apple, Meta, Google, and Microsoft are spending billions on research and development to bring AI products to the market. Surprisingly, Amazon was late to the game and is now playing a bit of catch-up. To hasten its progress, Amazon went out and brought to its board one of the world’s leading minds in AI. Andrew Ng is the Managing General Partner of AI Fund, a venture studio that supports entrepreneurs to build AI companies. Ng was the Founding Lead of Google’s Google Brain (Deep Learning) Project and has written extensively on the topic of machine learning. Amazon still has a ways to go to bridge the AI distance with its competitors, but Ng should help close that distance.

2. ExxonMobil – Appointment of Maria Jelescu

ExxonMobil has undergone a tumultuous few months beginning with its filing a lawsuit to block a shareholder proposal which called for it to reduce emissions. Although the company then defeated a subsequent “vote no” campaign against its Chairman and Lead Director, there is still a disquiet among shareholders as to how the energy giant will address future proposals to expedite the reduction of carbon emissions. Amidst this period of upheaval it is possible many overlooked ExxonMobil’s appointment of Maria Jelescu Dreyfus to its board of directors. Dreyfus is the CEO and founder of Ardinall Investment Management, an investment firm focused on sustainable investing and resilient infrastructure, and is a highly regarded sustainability and financial expert. She is exactly who the company needs in its boardroom right now to reassure shareholders of ExxonMobil’s commitment to cleaner energy and reduced carbon emissions.

1. OpenAI – Appointment of Gen. Paul Nakasone

While Amazon’s appointment of Andrew Ng demonstrates the immense potential of AI, OpenAI’s appointment of General Paul Nakasone to its board underscores the widespread concern of the potential dangers posed by AI. OpenAI, which is backed by Microsoft, is strongly in the lead in what has become a very competitive field to bring AI products to the consumer marketplace. However, the company is still recovering from an internal fiasco last year when its founder and CEO, Sam Altman, was fired by the board for allegedly providing inaccurate information about the safety processes that the company had in place to mitigate the risks associated with their AI products. Although Altman was eventually rehired, there remains concern that the company could be chasing commercialization at the expense of safety. Enter Nakasone. He served as the commander of the U.S. Cyber Command and was former Director of the U.S. National Security Agency. Nakasone brings with him to the boardroom not only extraordinary cybersecurity credentials but also a recognized set of values and ethics which should convince the company’s stakeholders of an underlying commitment to safety.

How

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Publicly Traded Corporations

Board Appointments & Resignations

Board Appointments & Resignations June 2024 Resignations/Retirements

Mativ (NYSE: MATV)

Appoints John Stipancich to the Board of Directors. Mr. Stipancich is the EVP, General Counsel and Secretary at Roper Technologies.

Newmont (NYSE: NEM)

Appoints Harry Conger to the Board of DIrectors. Mr. Conger is the former Chief Operating Officer at Teck Resources.

Cleveland-Cliffs (NYSE: CLF)

Janet Miller resigns from the Board of Directors. Ms. Miller is the former Chief Legal Officer at University Hospitals.

JOHN STIPANCICH

JANET MILLER

New Board Appointments

Academy Sports and Outdoors (NASDAQ: ASO)

Appoints Scott Boatwright to the Board of Directors. Mr. Boatwright is the Chief Operating Officer at Chipotle Mexican Grill.

ADT (NYSE: ADT)

Appoints Daniel Houston and Danielle Tiedt to the Board of Directors. Mr. Houston is the Chair of the Board and CEO at Principal Financial Group.

Air Transport Srvs (NASDAQ: ATSG)

Michael Berger promoted to CEO and he was appointed to the Board of Directors.

Arhaus (NASDAQ: ARHS)

Appoints Stuart Burgdoerfer to the Board of Directors. Mr. Burgdoerfer is the former Chief Financial Officer at L Brands.

AST SpaceMobile (NASDAQ: ASTS)

Appoints Chris Sambar to the Board of Directors. Mr. Sambar is the President at AT&T Network.

Avery Dennison (NYSE: AVY)

Appoints Ward Dickson to the Board of Directors. Mr. Dickson is the former Chief Financial Officer at WestRock.

BJ’s Wholesale Club (NYSE: BJ)

Appoints Dave Burwick to the Board of Directors. Mr. Burwick is the former Chief Executive Officer at Boston Beer.

Boyd Gaming (NYSE: BYD)

Appoints Michael Hartmeier to the Board of Directors. Mr. Hartmeier is the former Group Head of Lodging, Gaming and Leisure Investment Banking at Barclays.

Bread Financial (NYSE: BFH)

Appoints Praniti Lakhwara to the Board of Directors. Ms. Lakhwara is the Chief Information Officer at Zscaler.

Calavo Growers (NASDAQ: CVGW)

Appoints John Lindeman to the Board of Directors. Mr. Lindeman is the Chief Financial Officer at HydroFarm.

Caseys General Stores (NASDAQ: CASY)

Appoints Maria Castanon Moats to the Board of Directors. Ms. Castanon Moats is a former Partner at PwC.

Coupang (NYSE: CPNG)

Appoints Asha Sharma to the Board of Directors. Ms. Sharma is the CorpVP, Head of Product

Denny’s (NASDAQ: DENN)

Appoints Mark Vondrasek to the Board of Directors. Mr. Vondrasek is the Chief Commercial Officer at Hyatt Hotels Corporation.

MICHAEL HARTMEIER

MICHAEL BERGER

MARIA CASTANON MOATS

New Board Appointments

Dutch Bros (NYSE: BROS)

Appoints Gerard Hart to the Board of Directors. Mr. Hart is the Chief Executive Officer at Red Robin Gourmet Burgers.

Dutch Bros (NYSE: BROS)

Appoints Todd Penegor to the Board of Directors. Mr. Penegor is the former President & Chief Executive Officer at Wendy’s.

elf Beauty (NYSE: ELF)

Appoints Maria Ferreras to the Board of Directors. Ms. Ferreras is the Global Head Partnerships at Netflix.

Forrester Research (NASDAQ: FORR)

Appoints Cory Munchbach to the Board of Directors. Ms. Munchbach is the Chief Executive Officer at BlueConic.

Frontier Grp (NASDAQ: ULCC)

Appoints Nancy Lipson to the Board of Directors. Ms. Lipson is the former Chief Legal Officer at Newmont.

HF Foods (NASDAQ: HFFG)

Appoints Charlotte Westfall and Lisa Lim to the Board of Directors. Ms. Westfall is a Partner at Squire Patton Boggs Law Firm and Ms. Lim is a former Partner at EY.

Hilton Grand Vacations (NYSE: HGV)

Appoints Gail Mandel to the Board of Directors. Ms. Mandel is the former Chief Executive Officer at Wyndham Destination Network.

HNI (NYSE: HNI)

Appoints David Roberts to the Board of Directors. Mr. Roberts is the Chief Executive Officer at Verra Mobility.

iRobot (NASDAQ: IRBT)

Appoints Julien Mininberg to the Board of Directors. Ms. Mininberg is the CEO at Helen of Troy.

Leslie’s (NASDAQ: LESL)

Appoints Lorna Nagler to the Board of Directors. Ms. Nagler is the former President at Bealls Department Stores.

MasterBrand (NYSE: MBC)

Appoints Catherine Courage to the Board of Directors. Ms. Courage is a VP at Google.

Openlane (NYSE: KAR)

Appoints Randy Altschuler to the Board of Directors. Mr. Altschuler is the Co

PayPal (NASDAQ: PYPL)

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

NANCY LIPSON

MARIA FERRERAS

LORNA NAGLER

New Board Appointments

Phinia (NYSE: PHIN)

Appoints Meggan Walsh to the Board of Directors. Ms. Walsh is the former Senior Portfolio Manager & Head of Dividend Value at Invesco.

Pool (NASDAQ: POOL)

Appoints Kevin Murphy to the Board of Directors. Mr. Murphy is the Chief Executive Officer at Ferguson plc.

Resources Connection (NASDAQ: RGP)

Appoints Roger Carlile to the Board of Directors. Mr. Carlile is the Founder, CEO and Chair of the Board at Ankura Consulting.

Rev Grp (NYSE: REVG)

Appoints Cynthia Augustine to the Board of Directors. Ms. Augustine is the Global Chief Talent Officer at McCann Worldgroup.

RXO (NYSE: RXO)

Appoints Troy Cooper to the Board of Directors. Mr. Cooper is the former Division CEO at XPO Logistics Europe.

ThredUp (NASDAQ: TDUP)

Appoints Noam Paransky to the Board of Directors. Mr. Paransky is the Chief Omni & Innovation Officer at Tapestry.

UniFirst (NYSE: UNF)

Appoints Cecilia McKenney to the Board of Directors. Ms. McKenney is the Chief Human Resources Officer at Quest Diagnostics.

Vestis (NYSE: VSTS)

Appoints Keith Meister to the Board of Directors. Mr. Meister is the Managing Partner at Corvex Management.

Xponential Fitness (NYSE: XPOF)

Mark King named Chief Executive Officer and he is appointed to the Board of Directors. Mr. King is the former Chief Executive Officer at Taco Bell.

CYNTHIA AUGUSTINE

MEGGAN WALSH

KEITH MEISTER

Resignations/Retirements

BJ’s Restaurants (NASDAQ: BJRI)

Peter Bassi, Larry Bouts, and Gerald Deitchle retire from the Board of Directors. Mr. Bassi is the former Chair of the Board at Yum, Mr. Bouts is the former Chair of the Board and CEO at Six Flags, and Mr. Deitchle is the former CEO at BJ’s Restaurants.

Blue Bird (NASDAQ: BLBD)

Gurminder Bedi resigns from the Board of Directors. Mr. Bedi is a former VP at Ford Motor.

Bridger Aerospace (NASDAQ: BAER)

McAndrew Rudisill and Todd Hirsch resign from the Board of Directors. Mr. Rudisill is the Chief Investment Officer at Bridger Aerospace and Mr. Hirsch is the Managing Director at Blackstone.

CAVA Grp (NYSE: CAVA)

Todd Klein to leave the Board of Directors. Mr. Klein is a Partner at Revolution Growth.

Dutch Bros (NYSE: BROS)

Sean Sullivan resigns from the Board of Directors. Mr. Sullivan is the EVP, Chief Strategy & Legal Officer at Duckhorn Portfolio.

Faraday Future Intelligent Electric (NASDAQ: FFIE)

Li Han resigns from the Board of Directors. Ms. Han is the General Counsel at Mirana Corp.

Full House Resorts (NASDAQ: FLL)

Michael Hartmeier resigns from the Board of Directors. Mr. Harmeier is the former Group Head of Lodging, Gaming & Leisure at Barclays.

Getty Images (NYSE: GETY)

Jonathan Klein resigns from the Board of Directors. Mr. Klein is the CoFounder, Chair of the Board and CEO at Getty Images.

Nike (NYSE: NKE)

Alan Graf resigns from the Board of Directors. Mr. Graf is the former Chief Financial Officer at FedEx.

Paychex (NASDAQ: PAYX)

David Flaschen to leave the Board of Directors. Mr. Flaschen is a former Partner at Castanea Partners.

Starbucks (NASDAQ: SBUX)

Satya Nadella resigns from the Board of Directors. Mr. Nadella is the Executive Chair of the Board and Chief Executive Officer at Microsoft.

V2X (NYSE: VVX)

Charles Prow resigns from the Board of Directors. Mr. Prow is the former Chief Executive Officer at V2X.

TODD KLEIN

ALAN GRAF

SATYA NADELLA

Resignations/Retirements

VF (NYSE: VFC)

Caroline Brown resigns from the Board of Directors. Ms. Brown is the Global Brand President at The North Face.

XPO (NYSE: XPO)

Jason Aiken resigns from the Board of Directors. Mr. Aiken is the former EVP Technologies at General Dynamics.

CAROLINE BROWN

New Board Appointments

BRC (NYSE: BRCC)

Appoints Chip Molloy and Clayton Hutmacher to the Board of Directors. Mr. Molloy is the former Chief Financial Officer at Sprouts Farmers Market and Mr. Hutmacher is the CEO at Special Operations Warrior Foundation.

Tyson Foods (NYSE: TSN)

Appoints Maria Martinez to the Board of Directors. Ms. Martinez is the former Chief Operating Officer at Cisco Systems.

MARIA MARTINEZ

New Board Appointments

Bloom Energy (NYSE: BE)

Appoints Gary Pinkus to the Board of Directors. Mr. Pinkus is the former Chair of the Boar and Chief Executive Officer at McKinsey.

Nabors Energy Transition Corp II (NASDAQ: NETD)

Appoints Colin Richardson to the Board of Directors. Mr. Richardson is the Managing Director at MA Financial Australia.

GARY PINKUS

New Board Appointments

Affirm (NASDAQ: AFRM)

Appoints Brian Hughes to the Board of Directors. Mr. Hughes is the former Chief Risk Officer at Discover Financial.

CNA Financial (NYSE: CAN)

Douglas Worman promoted to CEO and he is appointed to the Board of Directors.

Goldman Sachs (NYSE: GS)

Appoints John Hess to the Board of Directors. Mr. Hess is the Chief Executive Officer at Hess Corp and Hess Midstream.

Hamilton Insurance Grp Ltd (NYSE: HG)

Appoints Bradley Cooper to the Board of Directors. Mr. Cooper is the Managing Partner at Capital Z Partners.

Hartford Financial Srvs (NYSE: HIG)

Appoints Kathleen Winters to the Board of Directors. Ms. Winters is the former Chief Financial Officer at ADP.

Northern Trust (NASDAQ: NTRS)

Appoints Chandra Dhandapani to the Board of Directors. Ms. Dhandapani is the former Group Division CEO, Global Workplace Solutions at CBRE.

S&P Global (NYSE: SPGI)

Martina Cheung promoted to CEO and she is appointed to the Board of Directors.

Seacoast Banking (NASDAQ: SBCF)

Appoints Eduardo Arriola to the Board of Directors. Mr. Arriola is the EVP Market Executive at Seacoast Bank.

Walker & Dunlop (NYSE: WD)

Appoints Gary Pinkus to the Board of Directors. Mr. Pinkus is the former Chair of the Board NA and Managing Partner NA at McKinsey.

KATHLEEN WINTERS

JOHN HESS

MARTINA CHEUNG

Resignations/Retirements

Cohen & Steers (NYSE: CNS)

Peter Rhein retires from the Board of Directors. Mr. Rhein is the Co-Managing Member at BBC Properties.

Fannie Mae (OTCMKTS: FNMA)

Robert Herz resigns from the Board of Directors. Mr. Herz is the Founder at Robert H. Herz LLC.

Freedom Hldgs (NASDAQ: FRHC)

Jason Kerr resigns from the Board of Directors. Mr. Kerr is the Chief Legal Officer at Freedom Holdings.

GoHealth (NASDAQ: GOCO)

Joseph Flanagan resigns from the Board of Directors. Mr. Flanagan is the former Chief Executive Officer at R1 RCM.

Maravai LifeSciences (NASDAQ: MRVI)

Anat Ashkenazi resigns from the Board of Directors. Ms. Ashkenazi is the former Chief Financial Officer at Eli Lilly.

Tradeweb Markets (NASDAQ: TW)

Murray Roos resigns from the Board of Directors. Mr. Roos is the Group Head Capital Markets at London Stock Exchange Group.

ANAT ASHKENAZI

ROBERT HERZ

New Board Appointments

Agenus (NASDAQ: AGEN)

Appoints Jennifer Buell to the Board of Directors. Ms. Buell is the Chief Executive Officer at MiNK Therapeutics.

Amarin (NASDAQ: AMRN)

Aaron Berg promoted to CEO and he is appointed to the Board of Directors.

Arcturus Therapeutics (NASDAQ: ARCT)

Appoints Moncef Slaoui to the Board of Directors. Mr. Slaoui is a former Partner at Medicxi.

Ascend Wellness (OTCMKTS: AAWH)

Appoints Julie Francis to the Board of Directors. Ms. Francis is the Chief Operating Officer at The Schwan’s Company.

bluebird bio (NASDAQ: BLUE)

Appoints Michael Cloonan to the Board of Directors. Mr. Cloonan is the Chief Executive Officer at Sionna Therapeutics.

Bristol-Myers Squibb (NYSE: BMY)

Appoints Michael McMullen to the Board of Directors. Mr. McMullen is the former Chief Executive Officer at Agilent.

Coherus BioSciences (NASDAQ: CHRS)

Appoints Rita Karachun to the Board of Directors. Ms. Karachun is the former Global Controller at Merck & Co.

Contineum Therapeutics (NASDAQ: CTNM)

Appoints Sarah Boyce to the Board of Directors. Ms. Boyce is the CEO at Avidity Biosciences.

Fulcrum Therapeutics (NASDAQ: FULC)

Appoints Colin Hill to the Board of Directors. Mr. Hill is the Co-Founder and Chief Executive Officer at Aitia

Herbalife (NYSE: HLF)

Appoints Perkins Miller to the Board of Directors. Mr. Miller is the Chief Executive Officer at Fandom.

Intellia Therapeutics (NASDAQ: NTLA)

Appoints Brian Goff to the Board of Directors. Mr. Goff is the Chief Executive Officer at Agios Pharmaceuticals.

Jasper Therapeutics (NASDAQ: JSPR)

Appoints Svetlana Lucas to the Board of Directors. Ms. Lucas is the Chief Business Officer at Scribe Therapeutics.

Keros Therapeutics (NASDAQ: KROS)

Jasbir Seehra promoted to Chair of the Board. Jasbir is the Chief Executive Officer at Keros Therapeutics.

AARON BERG

MICHAEL MCMULLEN

SVETLANA LUCAS

New Board Appointments

McKesson (NYSE: MCK)

Appoints Deborah Dunsire to the Board of Directors. Ms. Dunsire is the former Chief Executive Officer at H Lundbeck A/S.

Mineralys Therapeutics (NASDAQ: MLYS)

Appoints Alexander Gold to the Board of Directors. Mr. Gold is the Chief Medical Officer at Beren Therapeutics.

NRx Pharmaceuticals (NASDAQ: NRXP)

Appoints Dennis McBride to the Board of Directors. Mr. McBride is a Professor at Virginia Tech.

Pliant Therapeutics (NASDAQ: PLRX)

Appoints Steve Krognes to the Board of Directors. Mr. Krognes is the former Chief Financial Officer at Denali Therapeutics.

Regenxbio (NASDAQ: RGNX)

Curran Simpson promoted to CEO and he is appointed to the Board of Directors.

SeaStar Medical (NASDAQ: ICU)

Appoints Jennifer Baird, Bernadette Vincent and John Neuman to the Board of Directors. Ms. Baird is the Executive Chair of the Board at Culturewell, Ms. Vincent is the former COO at Satellite Healthcare and Mr. Neuman is the former VP Global Financial Accounting at Dow Chemical.

Summit Therapeutics (NASDAQ: SMMT)

Appoints Jeff Huber to the Board of Directors. Mr. Huber is the Co-Founder at Triatomic Capital.

Teladoc Health (NYSE: TDOC)

Charles Divita named CEO and he is appointed to the Board of Directors. Mr. Divita is the former Executive Vice President, Commercial Markets GuideWell Mutual.

Tscan Therapeutics (NASDAQ: TCRX)

Appoints Garry Nicholson to the Board of Directors. Mr. Nicholson is the former President, Oncology at Pfizer.

Verve Therapeutics (NASDAQ: VERV)

Appoints Nia Tatsis and Jodie Morrison to the Board of DIrectors. Ms. Tatsis is the Chief Regulatory & Quality Officer at Vertex Pharma and Ms. Morrison is the CEO at Q32 Bio.

Zentalis Pharmaceuticals (NASDAQ: ZNTL)

Appoints Luke Walker to the Board of Directors. Mr. Walker is the Chief Medical Officer at Harpoon Therapeutics.

Zimmer Biomet (NYSE: ZBH)

Appoints Devdatt Kurdikar to the Board of Directors. Mr. Kurdikar is the Chief Executive Officer at Embecta.

DEBORAH DUNSIRE

JEFF HUBER

DEVDATT KURDIKAR

Resignations/Retirements

Agilon Health (NYSE: AGL)

Jeff Schwaneke resigns from the Board of Directors. Mr. Schwaneke is the Chief Financial Officer at Agilon Health.

Alphatec (NASDAQ: ATEC)

Elizabeth Altman, Marie Meynadier, David Mowry, and James Tullis to leave the Board of Directors. Ms. Altman is a former Partner at KPMG, Ms. Meynadier is the Founder at EOS Imaging SA, Mr. Mowry is the former CEO at Cutera, and Mr. Tullis is the Founding Partner at Tullis Health Investors,

AxoGen (NASDAQ: AXGN)

Gregory Freitag departs the Board of Directors. Mr. Freitag is the former General Counsel at AxoGen.

Brookdale Senior Living (NYSE: BKD)

Guy Sansone and Marcus Bromley retire from the Board of Directors. Mr. Sansone is the Non-Executive Chair of the Board at Brookdale Senior Living and Mr. Bromley is the former Chair of the Board and CEO at Gables Residential Trust.

Editas Medicine (NASDAQ: EDIT)

Akshay Vaishnaw resigns from the Board of DIrectors. Mr. Vaishnaw is the Chief Innovation Officer at Alnylam Pharmaceuticals.

Kymera Therapeutics (NASDAQ: KYMR)

Joanna Horobin resigns from the Board of Directors. Ms. Horobin is the former Chief Medical Officer at Idera Pharmaceuticals.

Maravai LifeSciences (NASDAQ: MRVI)

Anat Ashkenazi resigns from the Board of Directors. Ms. Ashkenazi is the CFO-elect at Alphabet.

Pulse Biosciences (NASDAQ: PLSE)

Shelley Spray leaves the Board of Directors. Ms. Spray is the Head of Marketing at Summit Therapeutics.

Summit Therapeutics (NASDAQ: SMMT)

Ujwala Mahatme resigns from the Board of Directors. Ms. Mahatme is the Managing Partner at Mahatme Bitterman.

Tenaya Therapeutics (NASDAQ: TNYA)

Jin-Long Chen resigns from the Board of Directors. Mr. Chen is the Managing Partner & Chief Executive Officer at TCG Labs-Soleil.

JEFF SCHWANEKE

JIN-LONG CHEN

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

sidley.com

New Board Appointments

10X Genomics (NASDAQ: TXG)

Appoints Alan Mateo to the Board of Directors. Mr. Mateo is the former EVP Global Sales at Veeva Systems.

908 Devices (NASDAQ: MASS)

Appoints Michele Leonhart to the Board of Directors. Ms. Leonhart is the former U.S. DEA Administrator.

Ball (NYSE: BALL)

Appoints Aaron Erter to the Board of Directors. Mr. Erter is the Chief Executive Officer at James Hardie Industries.

Chemours (NYSE: CC)

Appoints Tony Satterthwaite to the Board of Directors. Mr. Satterthwaite is the Vice-Chairman and Senior Vice President at Cummins.

CSW Industrials (NASDAQ: CSWI)

Appoints Darron Ash to the Board of Directors. Mr. Ash is the Chief Executive Officer at Sammons Enterprises.

DMC Global (NASDAQ: BOOM)

Appoints Simon Bates to the Board of Directors. Mr. Bates is the former Chief Executive Officer at Argos NA.

DuPont de Nemours (NYSE: DD)

Appoints Lori Koch to the Board of Directors. Ms. Koch is the Chief Executive Officer at DuPont de Nemours.

Eastman Chemical (NYSE: EMN)

Appoints Donald Slager to the Board of Directors. Mr. Slager is the former Chief Executive Officer at Republic Services.

Granite Construction (NYSE: GVA)

Appoints Carlos Hernandez to the Board of Directors. Mr. Hernandez is the former Chief Executive Officer at Fluor.

Greif (NYSE: GEF)

Appoints Jillian Evanko to the Board of Directors. Ms. Evanko is the for Chief Executive Officer at Chart Industries.

Knife River (NYSE: KNF)

Appoints Patricia Chiodo to the Board of Directors. Ms. Chiodo is the former Chief Financial Officer at Verra Mobility.

Mettler-Toledo Int’l (NYSE: MTD)

Appoints Brian Shepherd to the Board of Directors. Mr. Shepherd is the former SVP Software & Control at Rockwell Automation.

NextNav (NASDAQ: NN)

Appoints Nicola Palmer to the Board of Directors. Ms. Palmer is the former Chief Product Officer at Verizon.

AARON ERTER

LORI KOCH

BRIAN SHEPHERD

New Board Appointments

Quantum-Si (NASDAQ: QSI)

Appoints Charles Kummeth to the Board of Directors and as Chairman of the Board. Mr. Kummeth is the former Chief Executive Officer at BioTechne.

Resideo Technologies (NYSE: REZI)

Appoints Nate Sleeper and John Stroup to the Board of Directors. Mr. Sleeper is the Chief Executive Officer at CD&R and Mr. Stroup is the former Chief Executive Officer at Belden.

Resideo Technologies (NYSE: REZI)

Appoints Nate Sleeper and John Stroup to the Board of Directors. Mr. Sleeper is the Chief Executive Officer at CD&R and Mr. Stroup is the former Chief Executive Officer at Belden.

Sealed Air (NYSE: SEE)

Patrick Kivits named CEO and he is appointed to the Board of Directors. Mr. Kivits is the former President Corrugated Packaging at WestRock.

TEGNA (NYSE: TGNA)

Michael Steib named Chief Executive Officer and he is appointed to the Board of Directors. Mr. Steib is the former Chief Executive Officer at Artsy.

CHARLES KUMMETH

MICHAEL STEIB

Resignations/Retirements

AAR Corp (NYSE: AIR)

Anthony Anderson leaves the Board of Directors. Mr. Anderson is a former Partner at EY.

Carrier Global (NYSE: CARR)

Beth Wozniak resigns from the Board of Directors. Ms. Wozniak is the Chair of the Board and Chief Executive Officer at nVent.

Southland Hldgs (NYSEAMERICAN: SLND)

Brian Pratt resigns from the Board of Directors and as Chairman of the Board.

Terex (NYSE: TEX)

Thomas Hansen retires from the Board of Directors. Mr. Hansen is the former Vice Chairman at ITW.

WD-40 (NASDAQ: WDFC)

Gregory Sandfort resigns from the Board of Directors. Mr. Sandfort is the Chief Executive Officer at Tractor Supply Company

BETH WOZNIAK

GREGORY SANDFORT

New Board Appointments

Crawford & Co (NYSE: CRD.A)

Appoints Joel Murphy to the Board of Directors. Mr. Murphy is the Founder & Chief Executive Officer at Murphy Capital & Advisory Group.

Eos Energy Enterprises (NASDAQ: EOSE)

Appoints Nicholas Robinson to the Board of Directors. Mr. Robinson is the Managing Director at Cerberus Capital.

M2i Global (OTCMKTS: MTWO)

Appoints Doug MacLellan to the Board of Directors. Mr. MacLellan is the former Chair of the Board & Chief Executive Officer at Radient Pharmaceuticals.

JOEL MURPHY

New Board Appointments

American Electric Power (NASDAQ: AEP)

William Fehrman named Chief Executive Officer and he is appointed to the Board of Directors. Mr. Fehrman is the former Chief Executive Officer at Centuri.

Fabrinet (NYSE: FN)

Appoints Forbes Alexander to the Board of Directors. Mr. Alexander is the Founder and Partner at Steadfast Partners LLP.

Pinnacle West Capital (NYSE: PNW)

Appoints Carol Eicher, Susan Flanagan, and Ronald Butler to the Board of Directors. Ms. Eicher is the former Business President Coatings and Construction at Dow Chemical, Ms. Flanagan is the former CEO Energy Financial Services at GE Capital, and Mr. Butler is a former Partner at EY.

Sempra (NYSE: SRE)

Appoints Jennifer Kirk to the Board of Directors. Ms. Kirk is the former Chief Administrative Officer at Medtronic Global Controller.

New Board Appointments Resignations/Retirements

ONE Gas (NYSE: OGS)

Robert Evans and Douglas Yaeger retire from the Board of Directors. Mr. Evans is the former Senior Manager - Strategy & Collaboration - Carolinas at Duke Energy Americas and Mr. Yaeger is the former Chairman, President and CEO at Laclede Group.

Sunnova Energy Int’l (NYSE: NOVA)

Rahman D’Argenio resigns from the Board of Directors. Mr. D’Argenio is a Partner at Energy Capital Partners.

RAHMAN D’ARGENIO

WILLIAM FEHRMAN

eb_sales@nortonlifelock.com

New Board Appointments

Dynex Capital (NYSE: DX)

Appoints Marie Chandoha to the Board of Directors. Ms. Chandoha is the former Investment Management CEO at Charles Schwab.

Healthcare Realty Trust (NYSE: HR)

Appoints Tom Bohjalian to the Board of Directors. Mr. Bohjalian is the former EVP Head US Real Estate & Trading at Cohen & Steers.

Howard Hughes (NYSE: HHH)

Appoints Dana Hamilton to the Board of Directors. Ms. Hamilton is the CoFounder and President at Ameriton.

Invesco Mortgage Capital (NYSE: IVR)

Appoints Wesley McMullan to the Board of Directors. Mr. McMullan is the former Chief Executive Officer at Federal Home Loan Bank of Atlanta.

PennyMac Mortgage Investment Trust (NYSE: PMT)

Appoints SiSi Pouraghabagher to the Board of Directors. Ms. Pouraghabagher is the former Chief Administrative Officer at QBE North America.

Simon Property (NYSE: SPG)

Appoints Eli Simon to the Board of Directors. Mr. Simon is the SVP Corporate Investments at Simon Investments.

MARIE CHANDOHA

WESLEY MCMULLAN

Technology

New Board Appointments

8x8 (NASDAQ: EGHT)

Appoints Andrew Burton to the Board of Directors. Mr. Burton is the Chief Operating Officer at Rapid7.

Astera Labs (NASDAQ: ALAB)

Appoints Bethany Mayer to the Board of Directors. Ms. Mayer is the former EVP Corporate Development and Technology at Sempra Energy.

Braze (NASDAQ: BRZE)

Appoints Yvonne Wassenaar to the Board of Directors. Ms. Wassenaar is the former Chief Executive Officer at Puppet.

Coherent (NYSE: COHR)

James Anderson named CEO and he is appointed to the Board of Directors. Mr. Anderson is the former Chief Executive Officer at Lattice Semiconductor.

Duolingo (NASDAQ: DUOL)

Appoints Mario Schlosser to the Board of Directors. Mr. Schlosser is the Chief Executive Officer at Oscar Health.

Euronet Worldwide (NASDAQ: EEFT)

Appoints Sergi Herrero to the Board of Directors. Mr. Herrero is the former Global Director Payments & Commerce at Meta.

GoDaddy (NYSE: GDDY)

Appoints Graham Smith to the Board of Directors. Mr. Smith is the former Chief Financial Officer at Salesforce.com.

GoodRx (NASDAQ: GDRX)

Appoints Simon Patterson to the Board of Directors. Mr. Patterson is the Managing Director at Silver Lake.

HP (NYSE: HPQ)

Appoints Fama Francisco to the Board of Directors. Ms. Francisco is the Division CEO, Baby, Feminine & Family Care at P&G.

Methode Electronics (NYSE: MEI)

Jon DeGaynor named CEO and he is appointed to the Board of Directors. Mr. Degaynor is the former Chief Executive Officer at Stoneridge.

Mobileye Global (NASDAQ: MBLY)

Appoints Elaine Chao to the Board of Directors. Ms. Chao is the former U.S. Secretary of Labor for the U.S. Department of Labor.

Okta (NASDAQ: OKTA)

Appoints Anthony Bates to the Board of Directors. Chair of the Board and Chief Executive Officer at Genesys Cloud.

SmartRent (NYSE: SMRT)

Appoints Frank Martell to the Board of Directors. Mr. Martell is the CEO at loanDepot.

JAMES ANDERSON

GRAHAM SMITH

ELAINE CHAO

New Board Appointments

TD Synnex (NYSE: SNX)

Patrick Zammit promoted to Chief Executive Officer and he is appointed to the Board of Directors. Mr.Zammit is the former President, EMEA at Tech Data.

Thoughtworks (NASDAQ: TWKS)

Appoints Michael Sutcliff to the Board of Directors. Mr. Sutcliff is the Chief Executive Officer at Thoughtworks.

Workday (NASDAQ: WDAY)

Appoints Michael Speiser to the Board of Directors. Mr. Speiser is the Managing Director at Sutter Hill Ventures.

Xperi (NYSE: XPER)

Appoints Jeremi Gorman and Roderick Randall to the Board of Directors. Ms. Gorman is the former President - WW Advertising at Netflix and Mr. Randall is the Executive Partner at Siris Capital.

Zscaler (NASDAQ: ZS)

Appoints James Beer to the Board of Directors. Mr. Beer is the former Chief Financial Officer at Atlassian.

PATRICK ZAMMIT

JAMES BEER

Resignations/Retirements

Dynatrace (NYSE: DT)

Ken Virnig resigns from the Board of Directors. Mr. Virnig is a Partner at Thoma Bravo.

F5 (NASDAQ: FFIV)

Sri Shivananda resigns from the Board of Directors. Mr. Shivananda is the Chief Technology Officer at PayPal.

Guidewire Software (NYSE: GWRE)

Marcus Ryu to leave the Board of Directors. Mr. Ryu is the Co-Founder and CEO at Guidewire Software.

Match (NASDAQ: MTCH)

Wendi Murdoch to leave the Board of Directors. Ms. Murdoch is a private investor & entrepreneur.

Mitek Systems (NASDAQ: MITK)

Max Carnecchia resigns from the Board of Directors. Mr. Carnecchia is the former Chief Executive Officer at Mitek Systems.

Semtech (NASDAQ: SMTC)

Paul Pickle and Sylvia Summers Couder to leave the Board of Directors. Mr. Pickle is the former Chief Executive Officer at Semtech and Ms. Couder is the former Chief Executive Officer at Trident Microsystems.

TTEC (NASDAQ: TTEC)

Ekta Singh-Bushell resigns from the Board of Directors. Ms. Singh-Bushell is the former Deputy to the First Vice President, Chief Operating Officer Executive Office at Federal Reserve Bank of New York.

Viant Technology (NASDAQ: DSP)

Elizabeth Williams resigns from the Board of Directors. Ms. Williams is the Chief Executive Officer at El Pollo Loco.

Vishay Precision (NYSE: VPG)

Wesley Cummins resigns from the Board of Directors. Mr. Cummins is the Chair of the Board, Chief Executive Officer and Co-Founder at Applied Digital.

SRI SHIVANANDA

WENDI MURDOCH

ELIZABETH WILLIAMS

New Board Appointments

Cisco Systems (NASDAQ: CSCO)

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

Verizon (NYSE: VZ)

Appoints Caroline Litchfield to the Board of Directors. Ms. Litchfield is the Chief Financial Officer at Merck & Co.

Resignations/Retirements

InterDigital (NASDAQ: IDCC)

Pierre-Yves Lesaicherre resigns from the Board of Directors. Mr. Lesaicherre is the Chief EXecutive Officer at Finwave Semiconductor.

EKTA SINGHBUSHELL

Board Appointments & Resignations June 2024

Private Corporations

Black & Veatch

Appoints Gregory Robinson to the Board of Directors. Mr. Robinson is a 33year veteran of NASA.

CellFE

Appoints Mike Rice to the Board of Directors. Mr. Rice is the CEO at BioLife Sciences.

ConnexPay

Appoints Kurt Adams to the Board of Directors. Mr. Adams is the former CEO at Optum Financial.

Harmonic Security

Appoints Mark Sutton to the Board of Directors. Mr. Sutton is the CISO at Bain Capital.

Heritage Environmental Services

Appoints Kelly Gast to the Board of Directors. Ms. Gast is an executive at Bayer.

One Energy Enterprises

Appoints Selena Cuffe to the Board of Directors. Ms. Cuffe is the Chief Growth Officer at Blackstone Consulting, Inc. and RJB Properties.

OpenAI

Appoints Paul Nakasone to the Board of Directors. Mr. Nakasone is a retired U.S. Army general and former director of the National Security Agency.

Remix Therapeutics

Appoints Maria Koehler to the Board of Directors. Dr. Koehler is the Chief Medical Officer at Repare Therapeutics.

Verve Therapeutics

Appoints Nia Tatsis and Jodie Morrison to the Board of Directors. Dr. Tatsis is the EVP, chief regulatory and quality officer at Vertex Pharmaceuticals and Ms. Morrison is the chief executive officer at Q32 Bio.

MIKE RICE

KELLY GAST

MARIA KOEHLER

June 2024 Board Appointments Corporation Index

June 2024 Board

June 2024 Board Appointments Corporation Index

Aiken, Jason

June 2024 Board Appointments Director Index

Dickson, Ward 47

Alexander, Forbes

Altman, Elizabeth

Altschuler , Randy

Anderson, Anthony

Anderson, James

Arriola, Eduardo

Ash, Darron

Ashkenazi, Anat

Ashkenazi, Anat

Augustine, Cynthia

Bates, Anthony

Bates, Simon

Bedi, Gurminder

Beer, James

Berg, Aaron

Boatwright, Scott

Bohjalian, Tom

Bouts, Larry

Boyce, Sarah

31

Bromley, Marcus 47

Brown, Caroline 55

Buell, Jennifer 37

Burgdoerfer, Stuart 53

Burton, Andrew 46

Burwick, Dave ...

Butler, Ronald

50

Carlile, Roger 46

Carnecchia, Max 47

Castanon, Maria 56

Chandoha, Marie 47

Chao, Elaine 33

Chen, Jin-Long

Cheung, Martina

Chiodo, Patricia

42

49

Cloonan, Michael 32

Conger, Harry 42

Cooper, Bradley 42

Cooper, Troy

Courage, Catherine

Cummins, Wesley 42

D’Argenio, Rahman

DeGaynor, Jon 32

Deitchle, Gerald 53

Dhandapani, Chandra 31

Di Sibio, Carmine

50

Divita, Charles

Dunsire, Deborah

Eicher, Carol

Erter, Aaron

Evanko, Jillian

Evans, Robert

Fehrman, William

Ferreras, Maria

Flanagan, Joseph

Flanagan, Susan

Flaschen, David

Francis, Julie

Francisco, Fama

Freitag, Gregory

Goff, Brian

Michael

Herrero, Sergi

Herz, Robert

Huber, Jeff

Hutmacher, Clayton.

Karachun, Rita

June 2024 Board Appointments Director Index

Satterthwaite,

Slaoui, Moncef

Stroup, John

Sullivan, Sean

Summers Couder, Sylvia

Sutcliff, Michael

Tatsis, Nia

Tiedt, Danielle

Tullis, James

Vaishnaw, Akshay

Vincent, Bernadette

Virnig, Ken

Vondrasek, Mark

Walker, Luke

Walsh, Meggan

Wassenaar, Yvonne

Westfall, Charlotte

Wibergh, Johan

Williams, Elizabeth

Winters, Kathleen

Worman, Douglas

Wozniak, Beth

Yaeger, Douglas

Zammit, Patrick