Board Recruitment: March 2024

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Actionable Strategies to Support the Women On Your Board

Also inside...

Coming in April: Where do Boards and the C-Suite align — and diverge?

A PUBLICATION OF BOARDPROSPECTS.COM MARCH 2024 ISSUE
Board Recruitment
Maria Fernanda Mejia Joins Board of Avery Dennison Mattel Appoints Dawn Ostroff to the Board of Directors Kemper Appoints Suzet McKinney to the Board of Directors
Page 2 ©BoardProspects, Inc. 2010-2024. All rights reserved. TABLE OF CONTENTS Page A Message from the CEO of BoardProspects 3 Featured Articles The 10 Point Plan for Getting Your First Board with Sukhinder Singh Cassidy .4 Actionable Strategies to Support the Women On Your Board .......................14 “Bad Things Can Happen to Corporations” – But Officers Cannot Be Liable Absent Bad Faith ............................................................................................................. 22 Time to Act: SEC Issues Final Climate-Related Disclosure Rule.....................27 Latest Board Appointments & Departures Publicly Traded Corporations Basic Materials ............................................................................................................................... 35 Consumer Discretionary 36 Consumer Staples ......................................................................................................................... 41 Energy 42 Finance ................................................................................................................................................ 44 Healthcare 48 Industrials ............................................................................................................................................ 51 Miscellaneous...................................................................................................................................55 Public Utilities....................................................................................................................................56 Real Estate..........................................................................................................................................57 Technology ....................................................................................................................................... 59 Telecommunications 62 Private Corporations...............................................................................................................................64 Corporation Index ......................................................................................................................................................... 65 Director Index ................................................................................................................................................................... 68

A Message from the CEO of BoardProspects

Welcome to the March 2024 issue of Board Recruitment – a monthly e-publication of BoardProspects! In this issue we celebrate Women’s History Month by asking the members of the BoardProspects community about the actionable steps they could take to include female perspectives in the boardroom. In addition, there is a fantastic article in this issue from Sukhinder Singh Cassidy, the founder of theBoardlist, on her 10-point plan on securing your first for-profit board seat.

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

• Practical advice from our community on supporting women in your boardroom,

• an article from Protiviti on the SEC’s release of the final climate-related disclosure rules; and

• An insightful analysis from Sidley Austin on the Delaware Chancery Court’s decision in Segway, Inc. v. Cai, which confirmed that officers of a corporation cannot be held liable absent bad faith.

Please enjoy this complimentary issue of Board Recruitment!

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The 10 Point Plan for Getting Your First Board with Sukhinder Singh Cassidy

Board opportunities remain incredibly fragmented and hard to discover, so you need to figure out a game plan to be considered for the right board opportunities for you. Here are the 10 things I tell every leader I talk to who is interested in joining a board.

My Path to Board Service

I was thirty or so years old when I interviewed for my first board seat. One of my VC board members at Yodlee suggested to another founder at a portfolio company that I would be a great addition to the board (thanks Bud Colligan!).

Quite frankly I was surprised and flattered. While I interviewed and didn’t get the job, I was grateful that I had even been referred. It was the first time I’d ever considered that I may have something to offer a boardroom.

A couple of years later, it was Bud who again recommended me for another board opportunity at Jobtrain, a Bay area nonprofit board that he was chairing. This time I joined, and almost 20 years later I’m still proud to be involved in different ways with this incredible organization.

Several years later, in 2008, I felt it was time to re-examine joining my first corporate board; I was an executive at Google, and felt I had skills to contribute as a “digital director” and much to learn

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about how to add value as a public board member.

The very first thing I did? I started telling everyone I knew about my desire. This included tech colleagues and friends as well as every executive recruiter I knew, or who called me. I also let my boss know I was looking.

After a year plus of looking, and several different board interviews, I ended up on the J. Crew board. I had a deep interest in fashion and ecommerce, and the CEO at the time was on a board with two Google C-suite members, and close to a 3rd valley VC who was also a friend. He disclosed he was looking, they shared my name, and I was lucky enough to get the role.

I’ve since gone on to serve on multiple boards in the past 15 years - both public and private. As is often the case, with the first experiences under my belt, board opportunities have come more often. Board service has become a consistent part of my professional journey and an area of continued learning and contribution. But I know first-hand how opaque the board process continues to be, whether it’s your first board, or you’re looking to expand your board portfolio.

Through my work at theBoardlist since 2015 (a talent marketplace for diverse board members that I founded), and now at BoardProspects (the broader board recruitment platform with whom we merged in 2023), I’m continually asked by accomplished leaders how to land their first board.

My answer usually starts with being visible on platforms like BoardProspects where many companies and talent partners come to search, and where we also drive passive discovery of great board talent. The idea of aggregating great supply (great board talent!) in order to aggregate demand (great board opportunities!) is not new when it comes to building premium online marketplaces, and we continue to scale. But the truth is - given the entrenched ways of working in board recruitment over many decades - there is so much more you need to do.

Board opportunities remain incredibly fragmented across the tens of thousands of companies and nonprofits who may be looking at any given time Thus board opportunities are hard to discover, let alone access for potential candidates. To give you some sense of this fragmentation, platforms of scale, like ours or a large search firm, may have access to hundreds of these searches a year. But with more than three hundred thousand companies with 50+ employees in the US (of which only 3.7k are publicly traded), and 1.5m nonprofits, there remains no single site or platform where all the opportunities are listed. Platforms like ours at BoardProspects hope to change that, as we keep driving discovery and distribution of board member profiles at large scale, and offer coaching services to get you ready.

So what do you need to do as a board candidate? Devise and execute a simple gameplan to get yourself “

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discovered AND considered” for multiple board opportunities, in order to land the opportunity that is right for you.

To that end, I’m sharing the 10 things I recommend to every leader I talk to who is interested in joining a board.

Underlying uneasiness about the economy are concerns around the current interest rate environment significantly affecting the organization’s capital costs and operations. While the rating for almost all risks in our survey decreased year over year looking out 12 months, economic risk declined the least, remaining stable year over year.

1. Clearly define your domains of deep expertise and thought leadership.

Simply put, you need to understand in what fields (functions, industries, markets) you are deeply experienced and considered a thought leader, that can be valuable to a CEO of another company. Most boards are composed of specialists (outside of investors or one potential seat for another ‘sitting” CEO/ general manager)l Understanding your own 2-3 areas of specialty is critical.

2. Do your research.

Clearly research and define the types of companies or nonprofits (including size, industry) where your domain expertise would be highly desirable or critical to have in the boardroom. Take some time to think about where your domains of expertise are most applicable, as it relates to companies that would potentially want you on their board. In

my first board search I was clear that if my specialization was “digital advertising /consumer tech”, the industries most in need of a digital director were likely to be traditional or multi-channel consumer / retail companies.

3. Polish your personal brand online.

Get a great headshot, create a great LinkedIn profile, and then draft your board bio.

I know it’s tempting to obsess over a board bio - and you need a good one - but please first and foremost get your LinkedIn in order, and get a great headshot. You may think LI is not relevant

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to you as an executive, but you’re wrong. The very first thing that will happen when your name is passed around for a board opportunity over email? You’ll be googled, well before someone reads your carefully crafted board bio attachment.

Your public content is an expression of who you are professionally. What does it say about you? Beyond a good, modern headshot (meaning not one that shows you looking 10 years younger, or 10 years older than who you really are:), what pieces of content have you written that help express who you are and what you know? Make sure they are easily findable/accessible if you have them. Then do the work to draft a great board bio.

FREE RESOURCE: DEVELOPING YOUR BOARD BIO

4. Write yourself up in a TL:DR format :)

We live in a short attention span world. Write a 2-3 paragraph email write up of who you are, what your areas of expertise are, and what kinds of boards you’d be open to joining where your experience is valuable and why. This is what you’ll be using when asking your network to help you with your board search. . Make it EASY for folks who are on the receiving end of a referral to you, to understand who you are as a leader, the types of boards you’re open to, and why your experience and specializations are great for those boards.

Be succinct and make sure that this write up is easy for someone in your network to simply “forward” as is. Make sure the

email write up includes your LinkedIin link and attached board bio…. but presume no one opens the attachment unless they are seriously interested in you:)

5. Evaluate your network.

Make a list of everyone you know WELL, who are board members at companies today. Send them a kind note, with the write up included , and ask them to share with others when they hear of board opportunities (including with executive recruiters).

The people you ask for help would ideally have worked with you in some capacity that allows them to recommend you easily for board service. Sending a general “I’m looking to join a board, can you help” email to people who don’t know you well has limited usefulness. But if you are going to send a broader email to all your professional acquaintances who are on boards, know that the likeliest people to actually recommend you to a recruiter, or a board opportunity specifically, are those who can speak to you deeply as a leader/peer/colleague (current or former).

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6. Actively network with executive recruiters.

Many executives I know turn down recruiting calls if they are not actively looking for their next full-time role. This is a mistake . If you want to be considered for public board opportunities, take every executive recruiting call you get, and use it as an opportunity to tell headhunters that what you want is a board.

The person who is calling you about a job has clearly researched you or been referred to you by someone else. Take that warm lead and turn it into an opportunity to meet the partners who lead board search at the bigger firms, or partners who do boat board and executive search both, at boutique firms.

Search firms want to cultivate a relationship with great leaders over time, and bigger public board or late stage private/private equity backed board searches are most likely to have a search firm or in-house talent partner involved.

7. Say yes to every interview.

Don’t be too picky - take every board interview you are offered as you start.

One of my first ever board interviews took place in a setting where the interviewer had flamingos roaming behind them as we spoke, for a board I wasn’t sure was a fit with my interests. But it helped me to start learning what board interviews were all about, and I cultivated a new professional relationship with a highly respected CEO, who was a leader in their field and someone I admire.In

at least 2 other cases where I’ve been offered a board seat, I didn’t go into the interview thinking of them as my “dream” board. But when I learned about the company’s opportunities and challenges more intimately, and met the impressive people I could learn from and work with in the boardroom, I became way more interested in the opportunity.

In all cases, board interviews can be thought of as a 2-way street. Use every opportunity to learn about different boardroom cultures and recruitment questions on the path to getting the right board for you.

8. Value the “who” as much as the “what” in your board opportunities.

To double click on the importance of the point above, let me go deeper here. Boardroom contribution, and learning is not just about a company’s opportunities and challenges, and how passionate you are about them, but about the team you’ll be working with to tackle them.

Joy and impact come from the who as much as the what in our professional journeys. While you initially will look at the board opportunity through one lens - “the what” of the company and the role, step back and add 2 even more important lenses regarding “the who”. Will you be in a boardroom full of leaders who have a diversity of skills, styles and experiences that you can learn from? Secondly, will you be with a “tribe” of people, and indeed part of a broader culture that shares a good portion of your values. This is “who” you want to be in the boat with, in the boardroom.

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Place particular emphasis on the CEO and the lead independent/board chair in these evaluations. These are the two people who most of all set the culture of the company and the boardroom, and who will influence in large part the quality of your board experience.

9. Prepare for the interview.

You absolutely must practice for board interviews. Start generically when you’re still looking for your first board opportunity, and then deeply prepare for your first actual board interviews, even if you’re unsure whether you want that actual opportunity.

Board interviews require prep, because they are not about you and your resume. They are about how you can contribute uniquely to, and how you relate to the company’s opportunities and challenges and the other perspectives already in the boardroom. This is similar to a full time executive interview, but quite importantly, NOT the same. You are being tested for your knowledge PLUS your ability to influence outcomes, not dictate them. You are being judged as a “non-operating” operator and how well you can handle not being the decision maker (as you likely are in your day job), but yet able to add value.

10. Clearly articulate your distinct board superpowers.

Learn how to articulate your board superpowers, distinct from your areas of specialization and thought leadership. What are the top 2-3 leadership skills you have that can help you drive a company’s strategy and outcomes, as an influencer.

Think traits, not domains of expertise. For example - your domain of expertise may be consumer technology and the board superpowers you have might be your ability to lead strategic visioning, your ability to communicate, and your collaborative style.

Need help honing your exact board value proposition, including your areas of specialization and board superpowers? Take advantage of 1:1 coaching services like those offered through BoardProspects’ Premium Plus membership that are specifically designed to work on your board superpowers, board bio, and board interview prep. Often premium services like this may be paid for by your company as part of their professional development investment in you as an executive.

Otherwise, find a friend with board experience and ask them to spend an hour with you reviewing your bio and helping you hone your pitch.

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PRO TIP

The Don’ts

Similarly, there are a few things I’d advise everyone who comes to me seeking board search advice not to do.

• Don’t presume that the boards that want you come from your specific domain of expertise.

Board candidates tend to assume that the boards that will want them are in their very specific industry, or already strong in their very specific area of expertise. Think twice about that presumption.

Most boards don’t add specialization where they are already very strong; they add it where they need very relevant capabilities to their current or future strategic remit. They seek help where they need help.

I’ve heard traditional media executives say - well I think I’m equipped to serve on X, the largest traditional media company in the world. But that company already knows traditional media. Perhaps your traditional media vantage point is best suited to a new media company, who wants to understand how traditional media thinks! Or to an ecommerce company looking for how to drive a content strategy.

• Don’t presume non-profit board or smaller private company work doesn’t matter.

It’s easy to be dismissive of small private or non-profit board experience. After all, many of these boards don’t have brand name recognition nor offer cash compensation. And in the case of

nonprofits, an expected part of the board role is to fundraise and/or donate also.

What these companies do offer is the boardroom experience you seek, the opportunity to contribute your expertise, and to spend time in areas you’re passionate about. They are also a lot more open about their searches, easier to network into, and welcoming of great talent. If you really want to experience board service, smaller companies and non-profits offer it. They also give you direct understanding of boardroom service and culture and credibility when you talk about such topics in bigger forprofit interviews.

The value of these experiences in bigger company board recruitment searches is mixed; some companies will value it less and some will value it more. The main takeaway is to take these smaller or nonprofit opportunities seriously if you are serious about getting some governance experience now, vs a “go big or go home” mentality to board service. More importantly, if you are building a “portfolio of board experiences”, these boardrooms offer a diversity of board culture, impact, compensation and industry you can experience if you stay open to the possibilities.

• Be careful to pursue board opportunities that may conflict with your day job.

As you seek out board opportunities, be very aware and critical of time you’re spending pursuing roles in a similar industry to where you currently work fulltime, or are hoping to work in as a

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sitting executive.

On a related note, make your current company aware early that you are seeking out board opportunities, so they can support your journey, and you can also understand or clear any conflicts they may anticipate in your board service.

Board recruitment takes months, sometimes even longer, and the last thing a board wants is to recruit you, and then be surprised at the very end that there is a conflict situation that you didn’t flag or anticipate, that prevents you from serving.

• Don’t presume you are bound for life, but do presume you need to be committed for 3 to 5 years at least.

Board service can be anywhere from 3 to 10+ years long, depending on the type and size of company involved, and their own board terms or “strategic cycles.”

Boards are recruiting you in line with their current strategy and hoping you have impact. It’s very hard to do that if you are on a board for only a year or two. But, it is completely reasonable to talk board terms upfront and potentially negotiae the length of your first term, so that you don’t feel like you are bound forever to something you may not enjoy.

I have negotiated starting board terms of 3 years (on both a private and a public board) when I’m unsure of what the future situation looks like (their’s or mine). But in the majority of cases, a board commitment is likely to be 3-5 years on a private or non-profit board, and 5-7 years on a public company (one longer term or 2 shorter terms consecutively).

Ask what the board term is in your interviews, and if a company doesn’t have one defined, you can suggest one.

• Don’t presume board service is equated to high compensation, unless it’s your full-time job.

Boards are not built to make board members rich. They are designed to find people who can contribute knowledge in a part-time but important capacity, who are taking some time and risk in doing so, and need to be compensated for that time and risk.

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Join a board because you’re excited to contribute, feel good about what you’re learning, and feel you’re getting paid fairly for it. If you’re building a full-time board portfolio as your post-retirement gig, then you’re looking for a good mix of forms of compensation, either fixed or variable depending on your personal circumstances and financial risk appetite.

Last point - and it’s an important one:

• The people you know and who regard you well want to be helpful in your board search AND they are also exceptionally busy.

Before you call them up and ask them to spend 30 minutes with you talking about boards generally - make life easy for them by doing the things on this list first. It shows them you have done everything you can to prepare for board service on your own, while leveraging their time very specifically for intros or to answer a company board specific question when you’re in process.

Any questions? Any advice you’d add, based on your own experience? Leave a comment on LinkedIn and I’ll do my best to address these publicly for everyone’s benefit.

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Actionable Strategies to Support the Women On Your Board

In 2023, 33% of board directors at S&P 500 companies identified as women, and female directors accounted for 56% of appointments in 2023, up 12 points from 2022 and more than twice the numbers from a decade ago.*

While it’s promising to see the rising percentage of board seats being filled by women, at BoardProspects, we believe that welcoming diverse perspectives into the boardroom is only the first step; after that, those already on the board share the responsibility of ensuring those perspectives are being heard.

We asked Members of the BoardProspects community what steps sitting directors can take to encourage and facilitate participation from new female directors as well as what advice they’d give to women seeking out their first board role.

All of the women below have served on boards and many of these women have the unique experience of being the first woman to serve on a publicly-traded or private company’s board. We hope you find their insights as invaluable as we do.

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What’s the best advice you’ve received as a female in the boardroom?

“Do not over-explain. Stay with facts and your instincts.”

- Yesim Gura, Independent Board Member, currently serving on the board at QNB Finansbank.

“Have confidence in the strength of your own opinion.”

- Caroline McDonnell, Independent Non-Executive Director, currently serving on the boards at AXA Insurance Dac, & Scotiabank.

“Be yourself and a good team player at the same time.”

- Heekyung Min, Lead Independent Director, currently serving on the board at Avolta.

“Be a champion of something - something specific - don’t be a generalist - admit the areas you know nothing about.”

- Carolyn Loder, currently serving on the boards at Integra Resources and K2 Gold Corp.

“Listen, learn, ask good questions, be seen as a valuable resource.”

- Leilani Latimer, CxO, currently serving on the boards at Black Diamond Group and Fiutur.

“You are there because of your experience and what you can add so back yourself and know that you belong and will add value.”

- Cindy Rampersaud, Former MD / SVP, currently serving on the boards at Hipgnosis Song Fund and Sage Homes.

“Be confident of the value you bring to the board.”

- Alice Brennan, Former Associate General Counsel & Chief Compliance Officer of Verizon Wireless, currently serving on the boards at RENN Fund, FRMO Corp. and Greenbacker Renewable Energy Company ll.

“Speak up. We have good questions and ideas. Do not apologize for what you don’t know. You are there for the things that you DO know.”

- Sharon Wienbar, Former CEO, Venture Capitalist, currently serving on the boards at Enovis, Resideo, USRowing, Planned Parenthood Direct, and TrueAnthem.

“Always bring your A game, you’ve earned a seat at the table - don’t forget to show everyone why!”

- Wendy DiCicco, CFO/Advisor, currently serving on the boards at EyePoint Pharmaceuticals and Imvax, Inc.

“The best advice I have received as a woman in the boardroom is to gain confidence that my voice matters. The advice-giver even shared the book “You are a Bada** - How to Stop Doubting Your Greatness and Start Living an Awesome Life.” Advice + an instrument to apply the advice -- invaluable.”

- Julie Young, Attorney-at-Law, currently serving on the boards at CNB Financial Corp (CCNE) and CNB Bank.

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“The best advice I have received in the boardroom is to always speak up and share my perspective confidently. It is important to have a seat at the table and contribute your unique insights and expertise to discussions. My advice to women considering board service is to believe in themselves and their abilities, to network and build relationships with other board members, and to continuously educate themselves on relevant industry trends and issues. Collaboration and communication are key in the boardroom, and it is essential for women to assert themselves and make their voices heard.”

- Jyothsna Gade, Chief Information Officer, currently serving on the board of V4J LLC.

“I would say to remember to use your voice. You are there because you are capable and have value. Do not play small just because you are the only woman or only person of color. Find ways to contribute where the value is clearly seen. And know your worth.”

- Grace Doherty, Independent Strategic Consultant, Serafina Strategies LLC, currently serving on the board at Patrion Bank.

“Make sure you spend time connecting with your fellow board members.”

- Asa Hedin, NED investor and speaker, currently serving on the boards at Tobii Dynavox, Artificial Solutions, Nolato, Biotage, QBTech, and Industrifonden.

“Everything you are, everything you’ve done, has gotten you to this place – you were chosen for who you are. It may be tempting to try to blend in and “act” like one of the guys. If that is who you are, be that. But if that is not who you are, don’t be that. Be you and trust in the value and power of that. Be comfortable being uncomfortable.”

- Cathy Stauffer, Board Chair and Board Member, currently serving on the boards at Ignite Fitness Holdings and Swig Company.

“Invest time to truly understand areas outside of your domain expertise. You will contribute and you should also expect to gain insights that make you a better more thoughtful board member.”

- LaShonda Anderson-Williams, EVP, Chief Strategy Officer, currently serving on the boards at Digimarc and University of Houston College of Technology & Engineering.

“Being the sole female member on my Advisory Board, and frequently the only senior woman in boardrooms and meetings throughout my executive career, the most valuable advice I’ve both received and can offer is to “know your why” and to deeply understand your unique value proposition. This understanding will shape your confidence, fuel your curiosity, and ultimately enhance your contributions in the boardroom.”

- Mita Gupta, Chief Revenue Officer and Board Advisor, currently serving as a board advisor at Mintec Ltd.

“Understand the industry, its cycles and make the effort to get to know the other board members.”

- Sylvia Acevedo, Speaker, Author, Former CEO, currently serving on boards at Qualcomm and Credo Technologies.

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“As a woman in the boardroom, one of the most valuable pieces of advice I’ve received is to recognize and navigate the existing dynamics of board culture. Despite sincere efforts towards diversity, many boards still tend to hire individuals who fit a certain profile, often perpetuating a sense of exclusivity akin to a club. As an immigrant, a female leader with a marketing background, and someone familiar with the Canadian market’s unique challenges, I’ve observed firsthand the homogeneity across numerous boards. Understanding this reality is crucial for aspiring female directors. While it may seem daunting, it’s essential to leverage your unique perspective and experiences to stand out. My advice to women considering board service is to embrace your differences unapologetically. Recognize the value your diverse background brings to the table and use it as a strength. Seek out opportunities to network, showcase your expertise, and demonstrate the unique perspective you can offer. By being authentic and persistent, you can break through the barriers of tradition and pave the way for a more inclusive and dynamic boardroom landscape.”

- Alexandra Panousis, Chief Client & Revenue Officer,currently serving on boards at Sampler & National Advertising Benevolent Society.

“Be prepared, refine your skills, practice effective listening.”

- Lila Jaber, President, currently serving on the board at Chesapeake Utilities Corporation.

What’s an actionable step sitting directors can take to encourage or facilitate participation from new female directors in the boardroom?

“Invite [female directors] to comment if they haven’t shared their views yet.”

- Caroline McDonnell, Independent Non-Executive Director, currently serving on the boards at AXA Insurance Dac, & Scotiabank.

“Get trained on biases and microaggressions. It is unbelievable how many supposedly nice comments a woman can receive which are actually sexist.”

- Delphine Mousseau, Chairperson, currently serving on boards at Safestore, Holland and Barrett, Refurbed, Aramis Group

“Provide opportunities for active participation on a committee to develop experience in working with the management and other board members.”

- Sylvia Acevedo, Speaker, Author, Former CEO, currently serving on boards at Qualcomm and Credo Technologies.

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“Actively seek out and mentor qualified female candidates for board positions. This can involve networking with women in leadership roles, sponsoring female employees within the organization, and advocating for diverse slates of candidates during the recruitment process. By providing support and guidance to female directors, as well as creating a welcoming and inclusive boardroom environment, sitting directors can help ensure that new female voices are heard and valued at the table. Additionally, implementing diversity and inclusion training for all board members can help foster a culture of equality and respect, ultimately leading to increased participation and contributions from female directors.”

- Jyothsna Gade, Chief Information Officer, currently serving on the board of V4J LLC.

“Sitting directors must actively seek out and champion voices that diverge from the traditional elite club mentality. It’s not just about welcoming diversity; it’s about actively fostering an environment where new female directors feel empowered to contribute meaningfully. This means amplifying their voices, valuing their insights, and actively advocating for their inclusion in decision-making processes.”

- Alexandra Panousis, Chief Client & Revenue Officer,currently serving on boards at Sampler & National Advertising Benevolent Society.

“Allow the new Board Director’s the opportunity to ask their questions first. They have a tendency to ask questions that may have been missed by others or just provide a unique perspective.”

- Debora Bielecki, currently serving on the boards at Bank of Canada, Canadian Lightsource, and Circular Rubber Technologies.

“Coach the candidates you want to have a good shot.”

- Rachel Braun Scherl, Managing Partner, author, speaker, currently serving on the board at GenBioPro and JWI.

“Actively encourage different perspectives.”

- Heekyung Min, Lead Independent Director, currently serving on the board at Avolta.

“Respect their strengths.”

- Carolyn Loder, currently serving on the boards at Integra Resources and K2 Gold Corp.

“The answer is obvious: treat and show the same regard and camaraderie to the female board members as is typical for the men.”

- Margaret Wiermanski, Managing Director, currently serving on the boards at Cboe Digital Exchanges and Equity Armor Investments.

“Prepare good onboarding, schedule 1:1 meetings with new board members.”

- Leilani Latimer, CxO, currently serving on the boards at Black Diamond Group and Fiutur.

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“Befriend them. Listen to their views.”

- Alice Brennan, Former Associate General Counsel & Chief Compliance Officer of Verizon Wireless, currently serving on the boards at RENN Fund, FRMO Corp. and Greenbacker Renewable Energy Company ll.

“ASK WHAT WE THINK and then acknowledge that some of the good ideas originated with the woman director by name.”

- Sharon Wienbar, Former CEO, Venture Capitalist, currently serving on the boards at Enovis, Resideo, USRowing, Planned Parenthood Direct, and TrueAnthem.

“Consistent open dialogue at the board level following management presentations encourages all members to bring their knowledge to the table.”

- Wendy DiCicco, CFO/Advisor, currently serving on the boards at EyePoint Pharmaceuticals and Imvax, Inc.

“Individual feedback and mentorship is a must.”

- Julie Young, Attorney-at-Law, currently serving on the boards at CNB Financial Corp (CCNE) and CNB Bank.

“The members of my board welcomed me at the first meeting and encouraged me to ask questions and said out loud that I was welcome and that they wanted my feedback and contribution. They have backed this up by listening and soliciting my feedback and advice. This welcoming engagement has helped me fit in more quickly so I can contribute in a bigger way.”

- Grace Doherty, Independent Strategic Consultant, Serafina Strategies LLC, currently serving on the board at Patrion Bank.

“To include new board members [whether] female or male. As a chair, go around the room to make sure all voices are heard, particularly the new female directors.”

- Asa Hedin, NED investor and speaker, currently serving on the boards at Tobii Dynavox, Artificial Solutions, Nolato, Biotage, QBTech, and Industrifonden.

“An effective board chair encourages and creates a healthy environment of participation from ALL board members, regardless of gender and tenure on the board.”

- Cathy Stauffer, Board Chair and Board Member, currently serving on the boards at Ignite Fitness Holdings and Swig Company.

“(1) Be intentional and have a formal onboarding process. (2) Build an educational plan into committee meetings.”

- LaShonda Anderson-Williams, EVP, Chief Strategy Officer, currently serving on the boards at Digimarc and University of Houston College of Technology & Engineering.

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“Build relationships with your board members not only in the boardroom, but more importantly outside of the boardroom (e.g. one-on-ones). This will facilitate better communication, alignment and trust amongst all members and especially new members on the team.”

- Mita Gupta, Chief Revenue Officer and Board Advisor, currently serving as a board advisor at Mintec Ltd.

“Proactively seek the opinion of fellow board members.”

- Lila Jaber, President, currently serving on the board at Chesapeake Utilities Corporation.

“Understand diversity and inclusion. Have a roadmap to include more women for a more balanced and diverse boardroom aiming at better effectiveness and sustainability.”

- Yesim Gura, Independent Board member, currently serving on the board at QNB Finansbank.

Thank you to all BoardProspects Members who shared their thoughts with us!

*From 2023 U.S. Spencer Stuart Board Index.

Page 20 ©BoardProspects, Inc. 2010-2024. All rights reserved.

How are you preparing yourself to be a more e ective director in 2023?

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“Bad Things Can Happen to Corporations” – But Officers Cannot Be Liable Absent Bad Faith

In Segway, Inc. v. Cai, the Delaware Court of Chancery dismissed one of the increasingly common breach of fiduciary duty cases brought against corporate officers after last year’s seminal McDonald’s decision, which clarified that officers owe a duty of oversight just as directors do. No doubt reassuringly for those officers, Vice Chancellor Will corrected the “misimpression that an oversight claim pursued against an officer is easier to plead than one against a director.” The opinion definitively confirms that “bad faith remains a necessary predicate to any Caremark claim.”

Segway, Inc. was acquired in April 2015 by Ninebot (Beijing)Tech Co., Ltd., but continued to operate as an independent business and brand. Hong Cai joined Segway in 2015 as a Vice President of Finance, and was responsible for overseeing the Company’s finance department, which included administrative, business planning, tax, accounting, and budgeting functions. Cai became Interim President in December 2015 and was named President in February 2017. In those roles, she continued to have responsibility for overseeing the same business functions she did as Vice President of Finance.

Page 22 ©BoardProspects, Inc. 2010-2024. All rights reserved.

Not long after the Ninebot acquisition, Segway “experienced declining sales and a shrinking customer base,” which led the Company to pivot away from its existing business lines and downsize operations. In 2020, Segway closed its doors, laid off the majority of its remaining employees, and tasked the remaining employees, including Cai, with “transitioning Segway’s operations” to Ninebot and “ensuring the orderly closing” of U.S. operations. Upon the closure of the Company’s U.S. headquarters in November 2020, Cai was terminated. Ninebot continued to integrate Segway’s financial information, and discovered certain “egregious discrepancies” between information Cai had provided Ninebot during her employment and “the actual numbers in Segway’s financial records.” These errors included, for example, an “excess of $5 million in accounts receivable that were ‘not properly recorded and/or booked,’” which Ninebot was “unable to reconcile” and Cai declined to assist with untangling.

In December 2022, Segway brought a breach of fiduciary duty action against Cai predicated on a breach of Cai’s “duty of loyalty – specifically, her oversight obligation.” Segway alleged that Cai (1) “knew or should have known that there were potential issues with some of Segway’s customers,” which should have alerted her to the issues with the booking of the Company’s accounts receivable; (2) “continuously ignore[ed]” similar issues “and the resulting impact

on Segway’s profitability”; and (3) failed to take any action to address these issues or advise the Company’s board as to their existence.

Vice Chancellor Will questioned whether these allegations were best read as a “claim that Cai breached her duty of care.” But, Segway was “adamant that it only intended to advance a claim for breach of Cai’s duty of loyalty” pursuant to Caremark. The Company argued that McDonald’s allowed Caremark claims to be brought against officers and without a showing of bad faith.

The Court rejected this argument, holding that “[o]fficers will be liable for violations of the duty of oversight if a plaintiff can prove that they acted in bad faith.” The Vice Chancellor then reiterated the familiar Caremark standard and confirmed it applies to claims against a corporate officer:

To plead a viable claim for breach of the duty of oversight, a plaintiff must allege sufficient facts to support a reasonable inference that the fiduciary acted in bad faith. Under Caremark, bad faith can be established when fiduciaries (1) utterly fail to implement any reporting or information system or controls; or (2) having implemented such a system or controls, continuously fail to monitor or oversee its operations, which disables them from being informed of risks or problems requiring their attention.

Page 23 ©BoardProspects, Inc. 2010-2024. All rights reserved.

Vice Chancellor Will further noted that, as explained in McDonald’s, “an officer’s duty of oversight [will generally] only extend to matters within the officer’s remit.”

After rejecting Segway’s reading of McDonald’s, Vice Chancellor Will explained that Segway’s allegations “are an ill fit for a Caremark claim” because (1) no potential wrongdoing within Cai’s purview was alleged; and, even if such wrongdoing within her purview was alleged, (2) Segway “lacks facts suggesting Cai acted in bad faith.” With respect to the alleged wrongdoing, Vice Chancellor Will explained “Segway does not, for example, state that Cai overlooked accounting improprieties, fraudulent business practices, or other material legal violations,” rather “it merely asserts that Cai learned (at some point) about ‘issues’ with unspecified customers, revenue decreases for a product line, and increases in receivables.” “Such generic financial matters are far from the sort of red flags that could give rise to Caremark liability if deliberately ignored.”

Similarly, with respect to bad faith, the Court concluded that “Segway – with 20/20 hindsight – wants Cai to answer for a decrease in sales and an increase in receivables.” However, “[o]versight duties under Delaware law are not . . . designed to subject fiduciaries to personal liability for failure to predict the future and to properly evaluate business risk,” and they are “not a tool

to hold fiduciaries liable for everyday business problems.” Instead, “the Caremark doctrine . . . . is intended to address the extraordinary case where the fiduciaries’ ‘utter failure’ to implement an effective compliance system or conscious disregard of the law gives rise to a corporate trauma,” and “these tenets of the law persist regardless of whether a Caremark action is brought against a director or an officer.”

The Segway decision thus strongly rebuffs recent attempts to expand Caremark liability for corporate officers. It is also a reminder that Delaware courts recognize that “[b]ad things can happen to corporations despite fiduciaries exercising the utmost good faith.”Segway’s profitability”; and (3) failed to take any action to address these issues or advise the Company’s board as to their existence.

Page 24 ©BoardProspects, Inc. 2010-2024. All rights reserved.

Vice Chancellor Will questioned whether these allegations were best read as a “claim that Cai breached her duty of care.” But, Segway was “adamant that it only intended to advance a claim for breach of Cai’s duty of loyalty” pursuant to Caremark. The Company argued that McDonald’s allowed Caremark claims to be brought against officers and without a showing of bad faith.

The Court rejected this argument, holding that “[o]fficers will be liable for violations of the duty of oversight if a plaintiff can prove that they acted in bad faith.” The Vice Chancellor then reiterated the familiar Caremark standard and confirmed it applies to claims against a corporate officer:

To plead a viable claim for breach of the duty of oversight, a plaintiff must allege sufficient facts to support a reasonable inference that the fiduciary acted in bad faith. Under Caremark, bad faith can be established when fiduciaries (1) utterly fail to implement any reporting or information system or controls; or (2) having implemented such a system or controls, continuously fail to monitor or oversee its operations, which disables them from being informed of risks or problems requiring their attention.

Page 25 ©BoardProspects, Inc. 2010-2024. All rights reserved.

Time to Act: SEC Issues Final ClimateRelated Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) approved its long-awaited — and, for many, controversial — new rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The final version of this muchdebated and discussed regulation in the U.S. will require SEC-listed companies to report on greenhouse gas (GHG) emissions and climate goals, as well as on climate-related risks and efforts to manage those risks. The rule features a phased adoption period whereby the compliance date is dictated by the registrant’s filer status (pursuant to existing filer status criteria and rules). The earliest filers are required to provide disclosures for the 2025 calendar year or fiscal year beginning in 2025.

The SEC climate disclosure requirement has been controversial since it was first proposed.

The Commission modified its initial proposal following an extensive comment period, which included 24,000 public comments, the most in the SEC’s history.

In this Flash Report, we break down the new rule released yesterday and what companies need to do to prepare themselves to comply.

The SEC has been considering this matter for several years. During his March 2, 2021, confirmation hearing before the Senate Banking Committee, current SEC chair (then nominee) Gary Gensler expressed his support for additional climate change-related disclosures, stating, “… there are tens of trillions of dollars of invested assets that are looking for more information about climate risk.” (And, in fact, a substantial number of public and private companies have been making related disclosures in response to market and stakeholder interest, even without this new rule.) He also asserted that issuers

Page 27 ©BoardProspects, Inc. 2010-2024. All rights reserved.

would benefit from additional climate change and risk disclosures. The SEC’s climate-disclosure rule comes after climate disclosure regulations have already been adopted in Europe, as well as in the U.S. in the State of California.

What Is in the Final Rule?

Regarding potential material climate-related financial statement risks:

The following information should be disclosed in notes to the financial statements:

• Climate-related risks that have had or are reasonably likely to have a material impact on the registrant’s business strategy, results of operations or financial condition, including actual and potential material impacts of any identified climate-related risks on the registrant’s business model and outlook;

• Information about a registrant’s climate-related targets or goals, if any, that have materially affected or are reasonably likely to materially affect the registrant’s business, results of operations or financial condition, including material expenditures and material impacts on financial estimates and assumptions as a direct result of the target or goal or the actions taken to make progress toward meeting such target or goal; and

• If the estimates and assumptions a registrant uses to produce the financial statements are materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-

related targets or transition plans, a qualitative description of the impact on such estimates and assumptions.

Regarding climate disclosure process activities and governance:

The following information should be disclosed pursuant to the risk management disclosures required by new Regulation S-K Item 1503:

• Processes the registrant has in place for identifying, assessing and managing material climate-related risks and, if the registrant is managing those risks, whether and how any such processes are integrated into the registrant’s overall risk management system or processes;

• If, as part of its strategy, a registrant has undertaken activities to mitigate or adapt to a material climate-related risk, a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities; and

• Oversight by the board of directors of climate-related risks and any role by management in assessing and managing the registrant’s material climate-related risks.

Page 28 ©BoardProspects, Inc. 2010-2024. All rights reserved.

Regarding quantifiable financial statement impacts:

The following information should be disclosed in a note to the financial statements:

• Capitalized costs, expenditures expensed, charges taken, and losses incurred due to severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures and sea level rise, should be disclosed in a note to the financial statements, subject to applicable one percent and de minimis disclosure thresholds; and

Regarding other financial statement-related items:

• Capitalized costs, expenditures expensed, charges taken, and losses incurred due to severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures and sea level rise, should be disclosed in a note to the financial statements, subject to applicable one percent and de minimis disclosure thresholds; and

• Capitalized costs, expenditures expensed and losses recognized related to carbon offsets and renewable energy credits or certificates if used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals.

• For large accelerated filers and accelerated filers that are not otherwise exempt, information about material direct emissions (Scope 1) and/or indirect emissions from purchased energy (Scope 2) in the annual report filed under Form 10-K; and

Regarding other financial statement-related items:

• For large accelerated filers and accelerated filers that are not otherwise exempt, information about material direct emissions (Scope 1) and/or indirect emissions from purchased energy (Scope 2) in the annual report filed under Form 10-K; and

• Capitalized costs, expenditures expensed and losses recognized related to carbon offsets and renewable energy credits or certificates if used as a material component of a registrant’s plans to achieve its disclosed climaterelated targets or goals.

Reporting Timelines and Assurance Requirements

• For large accelerated filers and accelerated filers, an assurance report at the limited assurance level and, ultimately for large accelerated filers, at the reasonable assurance level.

Reporting Timelines and Assurance Requirements

The finalized rule includes a phase-in period and certain accommodations based on the registrant’s filer status and materiality considerations. The table below summarizes the compliance dates and assurance requirements by type of registrant:

• For large accelerated filers and accelerated filers, an assurance report at the limited assurance level and, ultimately for large accelerated filers, at the reasonable assurance level. The finalized rule includes a phase-in period and certain accommodations based on the registrant’s filer status and materiality considerations. The table below summarizes the compliance dates and assurance requirements by type of registrant:

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protiviti.com 3
Compliance Dates Dates are for fiscal year beginning in: Registrant Type Disclosure and Financial Statement Effects Audit GHG Emissions/Assurance All Reg. S-K and S-X disclosures Scope 1 & 2 GHG emissions Limited assurance Reasonable assurance Large accelerated filers 2025 2026 2029 2033 Accelerated filers 2026 2028 2031 N/A Non-accelerated filer, smaller reporting company or emerging growth company 2027 N/A N/A N/A

These additional disclosure requirements have internal control implications. The financial statement impact disclosures would be subject to Sarbanes-Oxley (SOX) Section 404, Internal Control Over Financial Reporting, due to their inclusion in the financial statements. Because many of these disclosures fall outside of the traditional financial reporting model, it should be noted that, in 2023, COSO provided supplemental guidance on applying its internal control framework to sustainability reporting. Furthermore, all disclosures would be subject to SOX Section 302, Disclosure Controls and Procedures.

What is NOT in the Final Rule

The SEC made several meaningful modifications to the initial proposed rule exposed in 2022. These changes were likely made not only as a reaction to the comments received on the proposal, but also to position the rule to survive expected pushback.

The major differences between the SEC’s initial proposal and the final rule are:

• Scope 1 and 2 emissions disclosures are only required if deemed material by the registrant.

• Scope 3 emissions disclosures were removed entirely from the final rule. The original rule would have required a phased-in reporting requirement for emissions associated with a registrant’s value chain — the supply chain, distribution channels and related logistics — as well as the end-users of its products. This was the most controversial

aspect of the 2022 proposed rule, in the comment process and in the resulting debate over the proposal.

• The proposed bright-line threshold of 1% of a consolidated financial statement line item to disclose the financial impacts from severe weather events, other natural conditions, transition activities and climate-related events has also been removed entirely from the final rule, leaving a subjective evaluation of materiality to be used to determine the need for disclosure.

Page 30 ©BoardProspects, Inc. 2010-2024. All rights reserved.

What Companies Should Be Doing Now

Companies should conduct gap and materiality analyses by assessing the core components of their existing sustainability programs and related data-gathering, validation and reporting.

They should map these programs to the SEC requirements and design strategies to achieve compliance by addressing any gaps. Organizations that have operations in Europe and the state of California may already be compliant with parts of the SEC’s final rule by virtue of filing, or preparing to file, reports in compliance with the EU’s Corporate Sustainability Reporting Directive (CSRD) and California’s new climate disclosure laws.

In performing gap and materiality analyses, the following steps are relevant to multiple climate reporting requirements:

1. Review existing sustainability programs.

Evaluate the core components of any sustainability program already in place. In particular, review existing sustainability program data and supporting artifacts to identify what is already available. Review the organization’s current financial reporting infrastructure and the reports it produces. Reports currently being issued pursuant to stakeholder interests and demands may already address some of the required disclosures or could be extended to do so.

2. Assess the underlying support for materiality assessments.

While Scope 1 and 2 emission disclosures are only required if deemed material by the registrant, relevant and accurate GHG data is required to assess materiality effectively and on an ongoing basis. To ensure the requisite data is available, companies should identify the support they need to comply with the new disclosures and compare those needs to the data, information and documents already present in the organization.

They should evaluate the current GHG data available, the GHG targets the organization may have already defined, and the current processes and controls to provide a context for considering the available technologies that would make data-gathering and validation easier. Finally, review and document existing reporting and data sources. These activities will facilitate the identification of gaps and articulate the organization’s remediation needs and the business case for obtaining support for remediation efforts from senior decisionmakers.

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3. Roadmap and remediation. Use the identified gaps to develop remediation plans.

If there are many gaps, consider prioritizing them based on the urgency, timetable and effort required to remediate each gap. Group the gaps logically into separate initiatives, assign owners for each and establish accountability for results. Develop plans, budgets and timelines for these initiatives, and enact a readiness program that incorporates all activity. Align the program scope, priorities and schedule for tracking against the respective SEC disclosure compliance dates.

While the above approach has been encapsulated into three steps, each step admittedly may require significant effort for most organizations. Conducting and documenting a gap analysis as the first step will help executives keep the board, other internal stakeholders and the external auditors apprised of climate disclosure reporting goals and needs. More importantly, it will help management obtain their support for the resources needed to get the organization into compliance. This process should begin as soon as practicable.

Protiviti Commentary

To bolster the rule’s standing in the event of litigation, the SEC has leaned heavily on the concept of materiality to inform its disclosure requirements. And while certain information may or may not be required to be disclosed, based on whether or not it is determined to be material, assessing for materiality

is not optional. Companies will need to evaluate materiality using their traditional definitions of assessing whether or not the information is important to a reasonable investor when making an investment decision. To that end, even if a company deems certain potential disclosure requirements to be immaterial, it must go through the formal exercise of assessing materiality and preserving (in anticipation of potentially providing) evidence to demonstrate its decision regarding its conclusion that disclosure is not necessary.

Legal challenges to the SEC ruling are all but guaranteed from multiple vectors, including major business groups, the U.S. Chamber of Commerce, both chambers of Congress, state attorneys general and others, including climate advocates unhappy that the rule does not go far enough to address their concerns. Potential legal battles aside, the SEC ruling sends yet another signal to American companies, in addition to the ones they have already received as the wave of sustainability disclosure requirements sweeps across the globe, that it is time to act.

Most SEC registrants and large private companies domiciled in the U.S. have a global presence and may already be subject to broad-reaching regulations such as the CSRD or even the California laws. And for those not yet under a regulatory regime, sustainability reporting already is required on some level because their stakeholders demand that information. For those companies, the SEC’s rule is simply a formalization of what

Page 32 ©BoardProspects, Inc. 2010-2024. All rights reserved.

they may already be doing. The reports they are issuing currently can function as a starting point for the SEC disclosures.

How Protiviti Can Help

Sustainability is a continuous journey, presenting new risks and opportunities. There are no blueprints or out-of-thebox solutions, and each company needs an individualized and holistic approach to environmental, social and governance (ESG) reporting and operations to manage its high level of complexity and position the organization for continued, long-term success.

At Protiviti, we leverage our reporting and regulatory expertise and our strategic partnerships to help clients define and build a seamless sustainability reporting process. We assist companies with defining and aligning sustainability metrics to strategy and regulatory expectations, support the reporting process with innovative data and analytics solutions, and facilitate audit and assurance readiness so they can face a sustainable future with confidence.

About Protiviti

Protiviti (www.protiviti.com) is a global consulting firm that delivers deep expertise, objective insights, a tailored approach and unparalleled collaboration to help leaders confidently face the future. Protiviti and its independent and locally owned member firms provide clients with consulting and managed solutions in finance, technology, operations, data, digital,

legal, HR, risk and internal audit through a network of more than 90 offices in over 25 countries.

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

Page 33 ©BoardProspects, Inc. 2010-2024. All rights reserved.

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

AMERICA • ASIA PACIFIC • EUROPE sidley.com
Attorney Advertising - Sidley Austin LLP, One South Dearborn, Chicago, IL 60603. +1 312 853 7000. Prior results do not guarantee a similar outcome. MN-19609

Board Appointments & Resignations February 2024

Publicly Traded Corporations

Basic Materials

Board Appointments & Resignations

Jeld-Wen (NYSE: JELD)

Appoints Antonella Franzen to the Board of Directors. Ms. Franzen is the Division CFO at Dupont Water & Protection.

Resignations/Retirements

International Paper (NYSE: IP)

Raymond Young and Donald Macpherson retire from the Board of Directors. Mr. Young is the former CFO at Archer Daniels Midland and Mr. Macpherson is the former CEO and Chair of the Board at WW Grainger.

Page 35 ©BoardProspects, Inc. 2010-2024. All rights reserved.
ANTONELLA FRANZEN RAYMOND YOUNG

New Board Appointments Consumer

1Stdibs.Com (NASDAQ: DIBS)

Appoints Everette Taylor to the Board of Directors. Ms. Taylor is the CEO at Kickstarter.

Albany Int’l (NYSE: AIN)

Appoints Bonnie Lind to the Board of Directors. Ms. Lind is the former CFO at Neenah.

Avery Dennison (NYSE: AVY)

Appoints Maria Fernanda Mejia to the Board of Directors. Ms. Mejia is the former CEO at Newell Brands.

Chefs’ Warehouse (NASDAQ: CHEF)

Appoints Debra Walton-Ruskin to the Board of Directors. Ms. WaltonRuskin is the former Chief Revenue Officer at London Stock Exchange Group.

Clear Channel Outdoor (NYSE: CCO)

Appoints Ted White to the Board of Directors. Mr White is a Managing Director at Legion Partners.

Colgate-Palmolive (NYSE: CL)

Appoints Brian Newman to the Board of Directors. Mr. Newman is the CFO at United Parcel Service.

Coty (NYSE: COTY)

Appoints Gordon von Bretten to the Board of Directors and he resigns as Chief Transformation Officer at Coty.

eBay (NASDAQ: EBAY)

Appoints Zane Rowe to the Board of Directors. Mr. Rowe is the CFO at Workday.

Ecolab (NYSE: ECL)

Appoints Judson Althoff to the Board of Directors. Mr. Althoff is the Chief Commercial Officer at Microsoft.

El Pollo LoCo (NASDAQ: LOCO)

Names Elizabeth Williams CEO and she is appointed to the Board of Directors. Ms. Williams is the former CEO at Outfox Hospitality.

Etsy (NASDAQ: ETSY)

Appoints Marc Steinberg to the Board of Directors. Mr. Steinberg is a Partner at Elliott Investment Management.

Evolent Health (NYSE: EVH)

Appoints Russell Glass to the Board of Directors. Mr. Glass is the CEO at Headspace.

Expedia Grp (NASDAQ: EXPE)

Ariane Gorin is promoted to CEO and she is appointed to the Board of Directors.

Page 36 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Discretionary
BRIAN NEWMAN MARIA FERNANDA MEJIA MARC STEINBERG

Consumer Discretionary

New Board Appointments

Fiserv (NYSE: FI)

Appoints Lance Fritz to the Board of Directors. Mr. Fritz is the former Chair of the Board and CEO at Union Pacific.

Forward Air (NASDAQ: FWRD)

Appoints Gil West to the Board of Directors. Mr. West is the former COO at General Motors Cruise.

Frontier Communications Parent (NASDAQ: FYBR)

Appoints George Young to the Board of Directors. Mr. Young is a former Partner at Perella Weinberg.

Garrett Motion (NASDAQ: GTX)

Appoints Paul Camuti to the Board of Directors. Mr. Camuti is the Chief Technology & Sustainability Officer at Trane Technologies.

Icahn Enterprises (NASDAQ: IEP)

Andrew Teno is promoted to CEO and he is appointed to the Board of Directors. Mr. Teno is a former Portfolio Manager at Icahn Capital.

Mattel (NASDAQ: MAT)

Appoints Julius Genachowski and Dawn Ostroff to the Board of Directors. Mr. Genachowski is a former Partner at Carlyle Group and Ms. Ostroff is the former Chief Content Officer at Spotify.

Mohawk Industries (NYSE: MHK)

Appoints Bernard Thiers to the Board of Directors. Mr. Thiers is a former Division President at Flooring Rest of World.

Monro (NASDAQ: MNRO)

Appoints Thomas Okray to the Board of Directors. Mr. Okray is the former CFO at Eaton.

Nikola (NASDAQ: NKLA)

Appoints Carla Tully to the Board of Directors. Ms. Tully is the Founder and CEO at Earthrise Energy.

QuantumScape (NYSE: QS)

Promotes Siva Sivaram to CEO and he is appointed to the Board of Directors. Mr. Sivaram is a former President at Western Digital.

Savers Value Village (NYSE: SVV)

Appoints Jordan Smith to the Board of Directors. Mr. Smith is a Partner at Ares PE Group.

Stepan (NYSE: SCL)

Appoints Susan Lewis to the Board of Directors. Ms. Lewis is the former SVP, Global Operations at Corteva.

Page 37 ©BoardProspects, Inc. 2010-2024. All rights reserved.
GEORGE YOUNG DAWN OSTROFF THOMAS OKRAY

New Board Appointments

Superior Group of Companies (NASDAQ: SGC)

Appoints Loreen Spencer and Susan Lattmann to the Board of Directors. Ms. Spencer is a former partner at Deloitte and Ms. Lattmann is the CFO at Row.

TriNet (NYSE: TNET)

Michael Simonds named CEO and he is appointed to the Board of Directors. Mr. Simonds is the former COO at Unum.

Vail Resorts (NYSE: MTN)

Appoints Iris Knobloch to the Board of Directors. Ms. Knobloch is the President of the Cannes Film Festival.

Verra Mobility (NASDAQ: VRRM)

Appoints Raj Ratnakar to the Board of Directors. Mr. Ratnakar is the Chief Strategy Officer at DuPont.

VF Corp (NYSE: VFC)

Appoints Caroline Tulenko Brown to the Board of Directors. Ms. Brown is a former Managing Director at Closed Loop Partners.

Watsco (NYSE: WSO)

Appoints Barry Logan to the Board of Directors. Mr. Logan is the EVP and Secretary at Watco.

Whirlpool (NYSE: WHR)

Appoints Richard Kramer to the Board of Directors. Mr. Kramer is the former CEO at The Goodyear Tire & Rubber Company.

Page 38 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Consumer Discretionary
IRIS KNOBLOCH RICHARD KRAMER

Resignations/Retirements

Academy Sports and Outdoors (NASDAQ: ASO)

Sharen Turney resigns from the Board of Directors. Ms. Turney is the former CEO at Victoria’s Secret.

Fidelity National Information Services (NYSE: FIS)

Vijay D’Silva and Louise Parent resign from the Board of Directors. Mr. D’Silva is a former Senior Partner at McKinsey and Ms. Parent is the former General Counsel at American Express.

Hyliion (NYSE: HYLN)

Andrew Card and Stephen Pang resign from the Board of Directors. Mr. Card is the former President at Franklin Pierce University and Mr. Pang is the former CFO at Tortoise Corp.

International Seaways (NYSE: INSW)

Nadim Qureshi resigns from the Board of Directors. Mr. Qureshi is a Managing Partner at BroadPeak Global.

Planet Fitness (NYSE: PLNT)

Chris Rondeau resigns from the Board of Directors. Mr. Rondeau is the former CEO at Planet Fitness.

AerSale (NASDAQ: ASLE)

Richard Townsend retires from the Board of Directors. Mr. Townsend is the former CFO at Monocle Acq Corp.

ManpowerGroup (NYSE: MAN)

William Downe retires from the Board of Directors. Mr. Downe is the former CEO at BMO Financial.

Murphy USA (NYSE: MUSA)

Fred Holliger retires from the Board of Directors. Mr. Holliger is the former CEO and Chair of the Board at Giant Industries.

O’Reilly Automotive (NASDAQ: ORLY)

Jay Burchfield retires from the Board of Directors. Mr. Burchfield is a Principal at SilverTree Companies.

Shake Shack (NYSE: SHAK)

Robert Vivian and Jenna Lyons retire from the Board of Directors. Mr. Vivian is the Co-CEO at PF Chang’s and Ms. Lyons is the former Group President and Creative Director at J.Crew.

Steelcase (NYSE: SCS)

Kate Pew Wolters retires from the Board of Directors. Ms. Pew is the Chair of the Board at Steelcase Foundation.

Page 39 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Discretionary
Consumer
ANDREW CARD CHRIS RONDEAU KATE PEW WOLTERS
The KPMG Board Leadership Center engages with directors to explore the critical issues driving corporate DEI and board agendas. Learn more at KPMG.com/us/BLC Different perspectives spark new thinking Change the boardroom conversation around Diversity, Equity & Inclusion © 2022 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Consumer Staples

New Board Appointments

Constellation Brands (NYSE: STZ)

Appoints Chris Baldwin to the Board of Directors. Mr. Baldwin is a Managing Partner at CVC Advisors.

Mondelez Int’l (NASDAQ: MDLZ)

Appoints Brian McNamara to the Board of Directors. Mr. McNamara is the CEO at Haleon.

Pilgrims Pride (NASDAQ: PPC)

Appoints Wesley Batista and Joesley Batista to the Board of Directors. Mr. Wesley Batista is the CEO and Mr. Joesley Batista is the Chair of the Board at JBS USA.

Sonos (NASDAQ: SONO)

Appoints Bracken Darrell to the Board of Directors. Mr. Darrell is the CEO at VF Corp.

Page 41 ©BoardProspects, Inc. 2010-2024. All rights reserved.
BRACKEN DARRELL

New Board Appointments Energy

Alpha Metallurgical Resources (NYSE: AMR)

Appoints Shelly Lombard to the Board of Directors. Ms. Lombard is the Founder of Schmooze.

Berry (NASDAQ: BRY)

Appoints James Trimble to the Board of Directors. Mr. Trimble is the former Chair of the Board at Crestone Peak Resources.

FirstEnergy (NYSE: FE)

Appoints Heidi Boyd to the Board of Directors. Ms. Boyd is a Senior Managing Director at Blackstone Infrastructure Group.

HF Sinclair (NYSE: DINO)

Appoints Jeanne Johns to the Board of Directors. Ms. Johns is the former CEO and Managing Director at Incitec Pivot Ltd.

Kinetik (NYSE: KNTK)

Appoints Michael Kumar to the Board of Directors. Mr. Kumar is a Senior Policy Advisor at Squared Capital Advisor.

Magnolia Oil & Gas (NYSE: MGY)

Appoints David Khani to the Board of Directors. Mr. Khani is the former CFO at EQT Corp.

NACCO Industries (NYSE: NC)

Appoints Paul McDonald to the Board of Directors. Mr. McDonald is the VP of Engineering at Pioneer Natural Resources.

Oceaneering Int’l (NYSE: OII)

Appoints Reema Poddar to the Board of Directors. Ms. Poddar is the former EVP, GM Diagnostic & Pathway Informatics at Philips.

Ovintiv (NYSE: OVV)

Lee McIntire retires from the Board of Directors. Mr. McIntire is the former CEO at TerraPower.

Phillips 66 (NYSE: PSX)

Appoints Robert Pease to the Board of Directors. Mr. Pease is the former Director of US Operations at Cenovus Energy.

SM Energy (NYSE: SM)

Appoints Barton Brookman to the Board of Directors. Mr. Brookman is the former CEO and COO at PDC Energy.

Target Hospitality (NASDAQ: TH)

Appoints John Dorman to the Board of Directors. Mr. Dorman is the former Co-Chair of the Board and Interim CEO at Online Resources.

Page 42 ©BoardProspects, Inc. 2010-2024. All rights reserved.
REEMA PODDAR SHELLY LOMBARD BARTON BROOKMAN

Resignations/Retirements Energy

Arch Resources (NYSE: ARCH)

John Eaves retires from Board and as the Executive Chair of the Board.

Powell Industries (NASDAQ: POWL)

John White resigns from the Board of Directors. Mr. White is the Chair of the Board at ImaGEN.

PBF Energy (NYSE: PBF)

Wayne Budd retires from the Board of Directors. Mr. Budd is a Senior Counsel at Goodwin Procter LLP.

Page 43 ©BoardProspects, Inc. 2010-2024. All rights reserved.
WAYNE BUDD

Finance

New Board Appointments

AIG (NYSE: AIG)

Appoints Chris Inglis to the Board of Directors. Mr. Inglis is the former National Cyber Director for the Biden Administration.

Ameris Bancorp (NASDAQ: ABCB)

Appoints Claire McLean to the Board of Directors. Ms. McLean is the COO at Preferred Capital Securities.

Applied Digital (NASDAQ: APLD)

Appoints Rachel Lee to the Board of Directors. Ms. Lee is a former Management Partner and Head Consumer at PE.

CBRE (NYSE: CBRE)

Appoints Guy Metcalfe to the Board of Directors. Mr. Metcalfe is a former Managing Director & Global Chair, Real Estate at Morgan Stanley.

Citizens Financial Group (NYSE: CFG)

Appoints Tracy Atkinson to the Board of Directors. Ms. Atkinson is the former Chief Administrative Officer at State Street.

Employers (NYSE: EIG)

Appoints Steven Sorenson to the Board of Directors. Mr. Sorenson is the former EVP, Corporate Business Transformation at Allstate.

FB Financial (NYSE: FBK)

Appoints Milton Johnson to the Board of Directors. Mr. Johnson is the former Chair of the Board and CEO at HCA Healthcare.

Kemper (NYSE: KMPR)

Appoints Suzet McKinney to the Board of Directors. Ms. McKinney is the Principal of Life Sciences at Sterling Bay.

Lazard (NYSE: LAZ)

Appoints Dan Schulman and Stephen Howe to the Board of Directors. Mr. Schulman is the former CEO at PayPal and Mr. Howe is the former Chair of the Board at EY US.

Regions Financial (NYSE: RF)

Appoints William Rhodes to the Board of Directors. Mr. Rhodes is the Executive Chair of the Board at AutoZone.

Rocket Companies (NYSE: RKT)

Appoints Alastair Rampell to the Board of Directors. Mr. Rampell is a General Partner at Andreessen Horowitz.

Rollins (NYSE: ROL)

Appoints Dale Jones to the Board of Directors. Mr. Jones is the former CEO at Diversified Search.

Sezzle (NASDAQ: SEZL)

Appoints Karen Webster to the Board of Directors. Ms. Webster is the Founder and CEO at What’s Next Media & Analytics.

Page 44 ©BoardProspects, Inc. 2010-2024. All rights reserved.
CLAIRE MCLEAN TRACY ATKINSON ALASTAIR RAMPELL

Finance

New Board Appointments

SoFi Technologies (NASDAQ: SOFI)

Appoints Dana Green to the Board of Directors. Ms. Green is the former SVP, Senior Bank Supervisor at Federal Reserve Bank of New York.

White Mountains Insurance (NYSE: WTM)

Appoints Reid Campbell to the Board of Directors. Mr. Campbell is a former President at White Mountains Insurance.

Resignations/Retirements

AIG (NYSE: AIG)

Therese Vaughan retires from the Board of Directors. Ms. Vaughan is the former CEO at National Association of Insurance Commissioners.

Alerus Financial (NASDAQ: ALRS)

Kevin Lemke to leave the Board of Directors. Mr. Lemke is the President and Owner of Virtual Systems, Inc.

Aon plc (NYSE: AON)

Carolyn Woo retires from the Board of Directors. Ms. Woo is the former CEO at Catholic Relief Services.

Atlantic Union Bankshares (NYSE: AUB)

Thomas Snead retires from the Board of Directors. Mr. Snead is the former CEO at Wellpoint.

CNO Financial (NYSE: CNO)

Stephen David retires from the Board of Directors. Mr. David is the former CIO at P&G.

Comerica (NYSE: CMA)

Reginald Turner retires from the Board of Directors. Mr. Turner is the former President of the American Bar Association.

Heartland Financial USA (NASDAQ: HTLF)

Bruce Lee to retire as CEO and from the Board of Directors. Mr. Lee is the former EVP, Chief Credit Officer at Fifth Third Bancorp.

Page 45 ©BoardProspects, Inc. 2010-2024. All rights reserved.
DANA GREEN REGINALD TURNER THERESE VAUGHAN

Finance

Resignations/Retirements

Investar (NASDAQ: ISTR)

David Lukinovich resigns from the Board of Directors. Mr. Lukinovich is the CEO at Lukinovich Law.

Marsh & McLennan (NYSE: MMC)

Raymond Young to leave the Board of Directors. Mr. Young is the former CEO at Archer-Daniels-Midland.

NorthWestern (NASDAQ: NEW)

Dana Dykhouse retires from the Board of Directors. Mr. Dykhouse is the CEO at First PREMIER Bank.

Pacific Premier Bancorp (NASDAQ: PPBI)

Joseph Garrett retires from the Board of Directors. Mr. Garrett is the former CEO at American Liberty Bank & Sequoia National Bank.

Page 46 ©BoardProspects, Inc. 2010-2024. All rights reserved.

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

you

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

four
info@capartners.com. NEW YORK 1133 Avenue of the Americas New York, NY 10036 Phone: (212) 921-9350 www.capartners.com HOUSTON 840 Gessner Suite 375 Houston, TX 77024 Phone: (713) 559-2715 CHICAGO 200 S Wacker Drive Suite 3100 Chicago, IL 60606 Phone: (312) 462-4500 LOS ANGELES 400 Continental Blvd 6th Floor El Segundo, CA 90245 Phone: (310) 426-2340
We are ready to help
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o ces or email us at

New Board Appointments Healthcare

2Seventy Bio (NASDAQ: TSVT)

Promotes William Baird to CEO and he is appointed to the Board of Directors.

AbbVie (NYSE: ABBV)

Promotes Robert Michael to CEO and he is appointed to the Board of Directors. Mr. Michael is the former President and COO at AbbVie.

Arrowhead Pharmaceuticals (NASDAQ: ARWR)

Appoints Hongbo Lu to the Board of Directors. Ms. Lu is a former Managing Partner at Vivo.

AtriCure (NASDAQ: ATRC)

Appoints Shlomi Nachman to the Board of Directors. Ms. Nachman is the former Group Chairman at J&J.

Bausch Health Cos (NYSE: BHC)

Appoints Christian Garcia and Frank Lee to the Board of Directors. Mr. Garcia is the former CFO at BrandSafway Industries and Mr. Lee is the CEO at Pacira Biosciences.

Bicycle Therapeutics (NASDAQ: BCYC)

Appoints Stephen Sands to the Board of Directors. Mr. Sands is the former Chair of the Board at Lazard.

Coherus Biosciences (NASDAQ: CHRS)

Appoints Georgia Erbez to the Board of Directors. Ms. Erbez is a Managing Director at Axiom Financial Partners.

Gilead Sciences (NASDAQ: GILD)

Appoints Ted Love to the Board of Directors. Mr. Love is the Chair of the Board at Biotechnology Innovation Organization.

LivaNova plc (NASDAQ: LIVN)

Vladimir Makatsaria named CEO and he is appointed to the Board of Directors. Mr. Makatsaria is the former Chair, MedTech at J&J Group.

MSA Safety (NYSE: MSA)

Steven Blanco is promoted to CEO and he is appointed to the Board of Directors. Mr. Blanco is the former COO at MSA Safety.

National Vision (NASDAQ: EYE)

Appoints Susan O’Farrell to the Board of Directors. Ms. O’Farrell is the former CFO and CAO at BlueLinx.

Nevro (NYSE: NVRO)

Appoints Kirt Karros to the Board of Directors. Mr. Karros is the EVP of Finance & Treasurer at Hewlett Packard Enterprise.

Page 48 ©BoardProspects, Inc. 2010-2024. All rights reserved.
ROBERT MICHAEL TED LOVE SUSAN O’FARRELL

New Board Appointments

Patterson Companies (NASDAQ: PDCO)

Appoints Pamela Tomczik to the Board of Directors. Ms. is the SVP, Treasurer & Corporate Development at Target.

Prothena (NASDAQ: PRTA)

Appoints Daniel Welch to the Board of Directors as the Chair of the Board. Mr. Welch is a former Executive Partner at Sofinnova Ventures.

Pulmonx (NASDAQ: LUNG)

Names Steven Williamson CEO and he is appointed to the Board of Directors. Mr. Williamson is the former Medical Chief Commercial Officer at Outset.

Spyre Therapeutics (NASDAQ: SYRE)

Appoints Mark McKenna to the Board of Directors. Mr. McKenna is the Chief Investment Officer at McKenna Capital.

Terns Pharmaceuticals (NASDAQ: TERN)

Amy Burroughs named CEO and she is appointed to the Board of Directors. Ms. Burroughs is the former CEO at Cleave Therapeutics.

Zymeworks (NASDAQ: ZYME)

Appoints Alessandra Cesano to the Board of Directors. Ms. Cesano is the former Chief Medical Officer at ESSA Pharma.

Page 49 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Healthcare
PAMELA TOMCZIK ALESSANDRA CESANO

Resignations/Retirements Healthcare

AbCellera Biologics (NASDAQ: ABCL)

Peter Thiel retires from the Board of Directors. Mr. Thiel is a Technology Entrepreneur & Investor.

Aclaris Therapeutics (NASDAQ: ACRS)

Douglas Manion resigns as CEO and from the Board of Directors.

AMN Healthcare Srvs (NYSE: AMN)

Martha Marsh retires from the Board of Director. Ms. Marsh is the former CEO at Stanford Hospital and Clinics.

AngioDynamics (NASDAQ: ANGO)

Dennis Meteny retires from the Board of Directors. Mr. Meteny is the former President & CEO at Cygnus Manufacturing Company.

Anika Therapeutics (NASDAQ: ANIK)

Jeffery Thompson retires from the Board of Directors. Mr. Thompson is a Partner at HealthEdge Investment Partners.

Guardant Health (NASDAQ: GH)

Samir Kaul resigns from the Board of Directors. Mr. Kaul is a General Partner at Khosla Ventures.

Inari Medical (NASDAQ: NARI)

Kirk Nielsen resigns from the Board of Directors. Mr. Nielsen is a Managing Partner at Vensana Capital.

Invivyd (NASDAQ: IVVD)

Tom Heyman to leave the Board of Directors. Mr. Heyman is the former President of Development Corp at J&J.

Masimo (NASDAQ: MASI)

Adam Mikkelson resigns from the Board of Directors. Mr. Mikkelson is a Partner at Camber Capital Management.

Merck & Co (NYSE: MRK)

Peter Wendell retires from the Board of Directors. Mr. Wendell is a Managing Director at Sierra Ventures.

Page 50 ©BoardProspects, Inc. 2010-2024. All rights reserved.
PETER THIEL MARTHA MARSH TOM HEYMAN

New Board Appointments Industrials

Alamo Grp (NYSE: ALG)

Appoints Paul Householder to the Board of Directors. Mr. Householder is the CEO at Ag Growth Int’l.

Alta Equipment (NYSE: ALTG)

Appoints Sidhartha Nair to the Board of Directors. Mr. Nair is the Head of Strategy, Americas Region at Mercedes-Benz Mobility.

Atlas Energy Solutions (NYSE: AESI)

Appoints Mike Howard to the Board of Directors. Mr. Howard is the CoFounder of Howard Midstream Energy Partners.

Chemours (NYSE: CC)

Appoints Pamela Fletcher to the Board of Directors. Ms. Fletcher is the former Chief Sustainability Officer at Delta Airlines.

Commercial Metals (NYSE: CMC)

Appoints Dennis Arriola to the Board of Directors. Mr. Arriola is a Partner at Sandbrook Capital.

Cummins (NYSE: CMI)

Appoints John Stone to the Board of Directors. Mr. Stone is the CEO at Allegion plc.

Ducommun (NYSE: DCO)

Appoints David Carter to the Board of Directors. Mr. Carter is the SVP, Engineering at Pratt & Whitney.

Global Industrial (NYSE: GIC)

Appoints Gary Michel to the Board of Directors. Mr. Michel is the former CEO at Jeld-Wen.

Nordson (NASDAQ: NDSN)

Appoints Annette Clayton to the Board of Directors. Ms. Clayton is the former CEO at Schneider Electric.

Olin (NYSE: OLN)

Names Ken Lane CEO and he is appointed to the Board of Directors.

Rackspace Technology (NASDAQ: RXT)

Appoints Mark Gross to the Board of Directors. Mr. Gross is the former CEO at Supervalu.

Rockwell Automation (NYSE: ROK)

Appoints Timothy Knavish to the Board of Directors. Mr. Knavish is the Chair of the Board and CEO at PPG.

Sensata Technologies (NYSE: ST)

Appoints John Mirshekari to the Board of Directors. Mr. Mirshekari is a Managing Partner at M Partners Capital.

Page 51 ©BoardProspects, Inc. 2010-2024. All rights reserved.
PAMELA FLETCHER ANNETTE CLAYTON TIMOTHY KNAVISH

New Board Appointments

Spirit AeroSystems (NYSE: SPR)

Appoints Jane Chappell to the Board of Directors. Ms Chappell is the CEO at Altamira Technologies.

Sterling Infrastructure (NASDAQ: STRL)

Appoints William Bosway to the Board of Directors. Mr. Bosway is the Chair of the Board and CEO at Gibraltar Industries.

Thor Industries (NYSE: THO)

Appoints Jeffrey Lorenger to the Board of Directors. Mr. Lorenger is the Chair of the Board, President and CEO at HNI Corporation.

Transcat (NASDAQ: TRNS)

Appoints Robert Meccato to the Board of Directors. Mr Meccato is a former SVP at M&T Bank.

Watts Water Technologies (NYSE: WTS)

Appoints Rebecca Boll to the Board of Directors. Ms. Boll is the Chief Product Officer at Fluence Energy.

Page 52 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Industrials
WILLIAM BOSWAY REBECCA BOLL

Industrials

Resignations/Retirements

Celanese (NYSE: CE)

Jean Blackwell retires from the Board of Directors. Ms. Blackwell is the former CFO at Cummins.

Danaher (NYSE: DHR)

Walter Lohr retires from the Board of Directors. Mr. Lohr is a former Partner at Hogan Lovells.

Eastman Chemical (NYSE: EMN)

Charles Stevens retires from the Board of Directors. Mr. Stevens is the former CFO at General Motors.

Griffon (NYSE: GFF)

Travis Cocke resigns from the Board of Directors. Mr. Cocke is the Founder and Chief Investment Officer at Voss Capital LLC.

Int’l Flavors & Fragrances (NYSE: IFF)

Barry Bruno to leave the Board of Directors. Mr. Bruno is the Chief Marketing Officer at Church & Dwight.

Kaiser Aluminum (NASDAQ: KALU)

Alfred Osborne retires from the Board of Directors. Mr. Osborne is a former Professor Emeritus at UCLA Anderson School of Management.

Latham Grp (NASDAQ: SWIM)

Alexander Hawkinson resigns from the Board of Directors. Mr. Hawkinson is the Co-Founder of BrightAI.

Malibu Boats (NASDAQ: MBUU)

Jack Springer departs as CEO and resigns from the Board of Directors.

TimkenSteel (NYSE: TMST)

Diane Creel retires from the Board of Directors. Ms. Creel is the former CEO and Chair of the Board at Ecovation.

Trimble (NASDAQ: TRMB)

Ann Fandozzi resigns from the Board of Directors. Ms. Fandozzi is the CEO at Convergint.

Tronox (NYSE: TROX)

Vanessa Guthrie to leave the Board of Directors. Ms. Guthrie is a former Managing Director at Toro Energy.

Page 53 ©BoardProspects, Inc. 2010-2024. All rights reserved.
JEAN BLACKWELL BARRY BRUNO DIANE CREEL
Contact Us eb_sales@nortonlifelock.com Protection for your company starts at the top. Introducing the Executive Benefit Program. Top-tier Cyber Safety to help keep your company and leadership team safer in today’s digital world

Miscellaneous

New Board Appointments

Acacia Research (NASDAQ: ACTG)

Appoints Ajay Sundar to the Board of Directors. Mr. Sundar is a Managing Director at Starboard Value.

Athene (NYSE: ATH-A)

Appoints Bogdan Ignaschenko to the Board of Directors. Mr. Ignaschenko is a Partner at Apollo Global Management.

Koppers (NYSE: KOP)

Appoints Nishan Vartanian to the Board of Directors. Mr. Vartanian is the Chair of the Board and CEO at MSA Safety.

Mister Car Wash (NYSE: MCW)

Appoints Atif Rafiq to the Board of Directors. Mr. Rafiq is the CEO and CoFounder at Ritual.

Pitney Bowes (NYSE: PBI)

Appoints William Simon and Jill Sutton to the Board of Directors. Mr. Simon is an Executive Advisor at KKR & Co. and Ms. Sutton is the former Chief Legal Officer & General Counsel at United Natural Foods.

Resignations/Retirements

RB Global (NYSE: RBA)

Ann Fandozzi resigns from the Board of Directors. Ms. Fandozzi is the former CEO of RB Global.

Stride (NYSE: LRN)

Robert Cohen resigns from the Board of Directors. Mr. Cohen is the

Page 55 ©BoardProspects, Inc. 2010-2024. All rights reserved.
BOGDAN IGNASCHENKO ANN FANDOZZI

New Board Appointments

American Electric Power (NASDAQ: AEP)

Appoints Hank Linginfelter to the Board of Directors. Mr. Linginfelter is a former EVP at Southern Co Gas.

NetGear (NASDAQ: NTGR)

Charles Prober named CEO and he is appointed to the Board of Directors. Republic Services (NYSE: RSG)

Appoints Tom Linebarger to the Board of Directors. Mr. Lineberger is the former Chair of the Board and CEO at Cummins.

Waste Connections (NYSE: WCN)

Appoints Carl Sparks to the Board of Directors. Mr. Sparks is a Managing Partner at Interlock Partners.

Page 56 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Public Utilities
TOM LINEBARGER

Real Estate

New Board Appointments

Anywhere Real Estate (NYSE: HOUS)

Appoints Joseph Lenz to the Board of Directors. Mr. Lenz is the Managing Director and Co-Head of Research of Credit Solutions at Angelo Gordon & Co., L.P.

Equity LifeStyle Properties (NYSE: ELS)

Appoints Radhika Papandreou to the Board of Directors. Ms. Papandreou is a former Managing Partner at Korn Ferry.

Macerich (NYSE: MAC)

Appoints Jackson Hsieh to the Board of Directors. Mr. Hsieh is the President and CEO at Macerich.

National Storage Affiliates (NYSE: NSA)

Appoints Lisa Cohn to the Board of Directors. Ms. Cohn is the President & General Counsel at Apartment Income REIT.

Realty Income (NYSE: O)

Appoints Jeff Jacobson to the Board of Directors. Mr. Jacobson is the former CEO at LaSalle Investment Management.

Simon Property (NYSE: SPG)

Appoints Nina Jones to the Board of Directors. Ms. Jones is a former Portfolio Manager at T Rowe Price.

Sun Communities (NYSE: SUI)

Appoints Jerry Ehlinger and Craig Leupold to the Board of Directors. Mr. Ehlinger is the Global Head and CIO of Public Real Estate Securities at Heitman RE Investment Management and Mr. Leupold is the CEO at GSI Capital Advisors.

Page 57 ©BoardProspects, Inc. 2010-2024. All rights reserved.
RADHIKA PAPANDREOU JEFF JACOBSON

New Board Appointments Real Estate Resignations/Retirements

ARMOUR Residential REIT (NYSE: ARR)

Thomas Guba resigns from the Board of Directors. Mr. Guba is a former Principal at Auriga Capital.

AvalonBay Communities (NYSE: AVB)

Edward Walter retires from the Board of Directors. Mr. Walter is the former CEO at ULI Global.

Page 58 ©BoardProspects, Inc. 2010-2024. All rights reserved.
EDWARD WALTER

New Board Appointments Technology

BlackBerry (NYSE: BB)

Appoints Philip Brace to the Board of Directors. Mr. Brace is the former CEO at Sierra Wireless.

Broadcom (NASDAQ: AVGO)

Appoints Kenneth Hao to the Board of Directors. Mr. Hao is the Chair of the Board and a Managing Partner at Silver Lake.

Ceva (NASDAQ: CEVA)

Appoints Amir Panush to the Board of Directors. Mr. Panush is the CEO at Ceva.

CommScope (NASDAQ: COMM)

Appoints Scott Hughes to the Board of Directors. Mr. Hughes is the Chief Operating Officer of Corporate Private Equity Americas at Carlyle.

CTS (NYSE: CTS)

Appoints Amy Dodrill to the Board of Directors. Ms. Dodrill is the former President of Global Surgical Solutions & Patient Support Systems at Baxter.

E2open Parent (NYSE: ETWO)

Andrew Appel is named CEO and he is appointed to the Board of Directors. Mr. Appel is a former Senior Investment Advisor at CC Capital.

Euronet Worldwide (NASDAQ: EEFT)

Appoints Sara Baack to the Board of Directors. Ms. Baack is the Founder of Snowhawk LP.

Meta Platforms (NASDAQ: META)

Appoints John Arnold and Hock Tan to the Board of Directors. Mr. Arnold is the Founder of Centaurus Capital and Mr. Tan is the CEO at Broadcom.

Motorola Solutions (NYSE: MSI)

Appoints Nicole Anasenes to the Board of Directors. Ms. Anasenes is the former CFO at ANSYS.

Nextdoor (NYSE: KIND)

Nirav Tolia promoted to Chair of the Board of Directors. Mr. Tolia is the Co-Founder and CEO at Nextdoor.

Sabre (NASDAQ: SABR)

Appoints Elaine Paul to the Board of Directors. Ms. Paul is the CFO at Lyft.

Scholar Rock (NASDAQ: SRRK)

Appoints Katie Peng to the Board of Directors. Ms. Peng is the Chief Commercial Officer at Denali Therapeutics.

Page 59 ©BoardProspects, Inc. 2010-2024. All rights reserved.
PHILIP BRACE HOCK TAN NIRAV TOLIA

New Board Appointments Technology

SunPower (NASDAQ: SPWR)

Appoints Thomas Werner and Emmanuel Barrois to the Board of Directors. Mr. Werner is the former CEO at SunPower and Mr. Barrois is the Head of Renewables Portfolio Management at TotalEnergies.

Texas Instruments (NASDAQ: TXN)

Appoints Reginald DesRoches to the Board of Directors. Mr. DesRoches is the President and Professor of Engineering at Rice University.

Resignations/Retirements

Block (NYSE: SQ)

Larry Summers resigns from the Board of Directors. Mr. Summers is a Professor at Yale University.

Cadence Design Systems (NASDAQ: CDNS)

John Shoven retires from the Board of Directors. Mr. Shoven is a former Professor of Economics at Stanford University.

Dynatrace (NYSE: DT)

Seth Boro resigns from the Board of Directors. Mr. Boro is a Managing Partner at Thoma Bravo.

E2open Parent (NYSE: ETWO)

Deep Shah resigns from the Board of Directors. Mr. Shah is the CoPresident at Francisco Partners.

enGene (NASDAQ: ENGN)

Jason Hanson to depart as CEO and from the Board of Directors.

ePlus (NASDAQ: PLUS)

Eric Hovde retires from the Board of Directors. Mr. Hovde is the Founder of H Bancorp LLC.

First Solar (NASDAQ: FSLR)

Richard Chapman, George Hambro and Craig Kennedy retire from the Board of Directors. Mr. Chapman is a Senior Advisor at River Bend Holdings, Mr. Hambro is the former COO at First Solar and Mr. Kennedy is the former President of the German Marshall Fund.

Page 60 ©BoardProspects, Inc. 2010-2024. All rights reserved.
REGINALD DESROCHES LARRY SUMMERS DEEP SHAH

Technology

Resignations/Retirements

Hewlett Packard Enterprise (NYSE: HPE)

Daniel Ammann to leave the Board of Directors. Mr. Ammann is the President at ExxonMobil Low Carbon Solutions.

Semrush (NYSE: SEMR)

Roman Simonov resigns from the Board of Directors. Mr. Simonov is a Managing Director at Siguler Guff & Co.

SunPower (NASDAQ: SPWR)

Peter Faricy resigns as CEO and from the Board of Directors. Mr. Faricy is the former CEO, Global Direct-to-Consumer at Discovery, Inc.

Vacasa (NASDAQ: VCSA)

Rachel Gonzalez resigns from the Board of Directors. Ms. Gonzalez is the General Counsel at GE Vernova.

Vimeo (NASDAQ: VMEO)

Spike Lee resigns from the Board of Directors. Mr. Lee is a Movie Producer.

Page 61 ©BoardProspects, Inc. 2010-2024. All rights reserved.
RACHEL GONZALEZ SPIKE LEE

New Board Appointments

Charter Communications (NASDAQ: CHTR)

Appoints Carolyn Slaski to the Board of Directors. Ms. Slaski is a former Senior Audit Partner at EY.

Resignations/Retirements

Anterix (NASDAQ: ATEX)

Paul Saleh resigns from the Board of Directors and is named CEO at Atos Group.

Page 62 ©BoardProspects, Inc. 2010-2024. All rights reserved. Telecommunications
CAROLYN SLASKI PAUL SALEH

Board Appointments & Resignations February 2024

Private Corporations

AIVITA Biomedical

Appoints Michel Vounatsos to the Board of Directors. Mr. Vounatsos is the former CEO at Biogen.

Aizon

Appoints Scott Waldman to the Board of Directors. Mr. Waldman is the founder and managing member at Waldman Growth Strategies.

Atomic

Appoints Stuart Peltz to the Board of Directors. Mr. Peltz is the founder and former CEO at PTC Therapeutics.

CONTINUUS Pharmaceuticals

Appoints William Marth to the Board of Directors. Mr. Marth is a Managing Partner at North Ocean Ventures.

Impulse Space

Appoints John Raymond to the Board of Directors. Raymond is a retired Space Force General.

Interstellar Communication Holdings Inc.

Appoints Dan Killian to the Board of Directors. Mr. Killian is the President of Harvard Investors Group.

OfficeSpace Software

Appoints Linda Foggie to the Board of Directors. Ms. Foggie is a former Managing Director & Global Head of Real Estate Operations at Citi.

Verdafresh

Appoints Jeanne Skaggs to the Board of Directors. Ms. Skaggs is a former VP at Sonoco.

Page 63 ©BoardProspects, Inc. 2010-2024. All rights reserved.
MICHEL VOUNATSOS JOHN RAYMOND LINDA FOGGIE
Page 64 ©BoardProspects, Inc. 2010-2024. All rights reserved.
2024 Board Appointments Corporation Index 1Stdibs.Com 36 2Seventy Bio 48 AbbVie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 AbCellera Biologics . . . . . . . . . . . . . . . . . . . . . . . 50 Acacia Research 55 Aclaris Therapeutics 50 AIG 44, 45 AIVITA Biomedical 64 Aizon 64 Alamo Grp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Albany Int’l 36 Alerus Financial 45 Allegion plc 51 Allstate 44 Alpha Metallurgical Resources 42 Alta Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Altamira Technologies . . . . . . . . . . . . . . . . . . . . 52 American Electric Power 56 American Liberty Bank & Sequoia National Bank 46 Ameris Bancorp 44 AMN Healthcare Srvs 50 Andreessen Horowitz . . . . . . . . . . . . . . . . . . . . . . 44 Angelo Gordon & Co., L.P. 57 AngioDynamics 50 Anika Therapeutics 50 Anterix 62 Anywhere Real Estate 57 Aon plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Apartment Income REIT . . . . . . . . . . . . . . . . . . . 57 Apollo Global Management 55 Applied Digital 44 Archer Daniels Midland 35 Archer-Daniels-Midland 46 Arch Resources 43 Ares PE Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ARMOUR Residential REIT . . . . . . . . . . . . . . . . . . 58 Arrowhead Pharmaceuticals 48 Athene 55 Atlantic Union Bankshares 45 Atlas Energy Solutions 51 Atomic 64 Atos Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 AtriCure 48 Auriga Capital 58 AvalonBay Communities 58 Avery Dennison 1, 36 Axiom Financial Partners . . . . . . . . . . . . . . . . . . 48 Bar Association . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Bausch Health Cos 48 Berry 42 Bicycle Therapeutics 48 Biden Administration 44 Biotechnology Innovation Organization 48 BlackBerry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Blackstone Infrastructure Group 42 Block 60 BlueLinx 48 BrandSafway Industries 48 BrightAI 53 Broadcom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Cadence Design Systems . . . . . . . . . . . . . . . . . 60 Camber Capital Management 50 Cannes Film Festival 38 Carlyle Group 37 Catholic Relief Services 45 CBRE 44 Celanese . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Cenovus Energy 42 Ceva 59 Charter Communications 62 Chefs’ Warehouse 36 Chemours 51 Church & Dwight . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Citizens Financial Group . . . . . . . . . . . . . . . . . . 44 Clear Channel Outdoor 36 Cleave Therapeutics 49 Closed Loop Partners 38 CNO Financial 45 Coherus Biosciences 48 Colgate-Palmolive . . . . . . . . . . . . . . . . . . . . . . . . 36 Comerica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Commercial Metals 51 CommScope 59 Constellation Brands 41 CONTINUUS Pharmaceuticals 64 Convergint 53 Corp at J&J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Coty 36 Crestone Peak Resources 42 CTS 59 Cummins 51, 53, 56 CVC Advisors 41 Cygnus Manufacturing Company . . . . . . . . 50 Danaher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Deloitte 38 Delta Airlines 51 Diversified Search 44 Ducommun 51 DuPont 38 Dupont Water & Protection . . . . . . . . . . . . . . . . 35 Dynatrace 60 E2open Parent 59, 60 Earthrise Energy 37 Eastman Chemical 53 Eaton 37 eBay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Ecolab . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Ecovation 53 Elliott Investment Management 36 El Pollo LoCo 36 Employers 44 enGene 60 Engineering at Pioneer Natural Resources 42 Engineering at Pratt & Whitney 51 ePlus 60 EQT Corp. 42 Equity LifeStyle Properties 57 ESSA Pharma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Etsy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Euronet Worldwide 59 Evolent Health 36 Expedia Grp 36 EY US 44 FB Financial 44 Federal Reserve Bank of New York . . . . . . . . . 45 Fifth Third Bancorp . . . . . . . . . . . . . . . . . . . . . . . 45 FirstEnergy 42 First PREMIER Bank 46 First Solar 60 Fiserv 37 Flooring Rest of World 37 Fluence Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Forward Air 37 Garrett Motion 37 General Motors 37, 53 General Motors Cruise 37 German Marshall Fund. 60
February
Page 65 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Corporation Index Gibraltar Industries 52 Gilead Sciences 48 Global Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Global Operations at Corteva . . . . . . . . . . . . . 37 GM Diagnostic & Pathway Informatics at Philips 42 Goodwin Procter LLP. 43 Griffon 53 GSI Capital Advisors 57 Guardant Health . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Haleon 41 HCA Healthcare 44 Headspace 36 HealthEdge Investment Partners 50 Heartland Financial USA 45 Heitman RE Investment Management . . . . 57 Hewlett Packard Enterprise . . . . . . . . . . . . 48, 61 HF Sinclair 42 HNI Corporation 52 Hogan Lovells 53 Howard Midstream Energy Partners 51 Icahn Capital 37 Icahn Enterprises . . . . . . . . . . . . . . . . . . . . . . . . . 37 ImaGEN 42, 43 Impulse Space 64 Inari Medical 50 Incitec Pivot Ltd 42 Interlock Partners 56 International Paper . . . . . . . . . . . . . . . . . . . . . . .35 Interstellar Communication Holdings Inc. 64 Int’l Flavors & Fragrances 53 Investar 46 Invivyd 50 JBS USA 41 Jeld-Wen 35, 51 J&J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48, 50 Kaiser Aluminum . . . . . . . . . . . . . . . . . . . . . . . . . .53 Kemper 44 Khosla Ventures 50 Kickstarter 36 Kinetik 42 KKR & Co. 55 Koppers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Korn Ferry 57 LaSalle Investment Management. 57 Latham Grp 53 Lazard 44, 48 Legion Partners 36 LivaNova plc 48 London Stock Exchange Group . . . . . . . . . . . . 36 Lukinovich Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Macerich 57 Magnolia Oil & Gas 42 Malibu Boats 53 Marsh & McLennan 46 Masimo 50 Mattel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 37 MedTech at J&J Group 48 Merck & Co 50 Meta Platforms 59 Microsoft 36 Mister Car Wash 55 Mohawk Industries . . . . . . . . . . . . . . . . . . . . . . . . 37 Mondelez Int’l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Monro 37 Morgan Stanley 44 Motorola Solutions 59 M Partners Capital 51 MSA Safety 48, 55 M&T Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 NACCO Industries 42 National Association of Insurance Commissioners 45 National Storage Affiliates 57 National Vision 48 Neenah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 NetGear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Nevro 48 Newell Brands 36 Nextdoor 1, 59 Next Media & Analytics 44 Nikola 37 Nordson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 NorthWestern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Oceaneering Int’l 42 OfficeSpace Software 64 Olin 51 Online Resources 42 Outfox Hospitality 36 Ovintiv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Pacific Premier Bancorp 46 Pacira Biosciences 48 Patterson Companies 49 PBF Energy 43 PDC Energy 42 PE 37, 44 Perella Weinberg . . . . . . . . . . . . . . . . . . . . . . . . . 37 P&G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Phillips 66 ,42 Pilgrims Pride 4 1 Pitney Bowes 55 Powell Industries 42, 43 PPG 51 Preferred Capital Securities . . . . . . . . . . . . . . . 44 Prothena 49 Pulmonx 4 9 QuantumScape 37 Rackspace Technology 51 RB Global 55 Realty Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Regions Financial . . . . . . . . . . . . . . . . . . . . . . . . . 44 Republic Services 56 Ritual 55 Rocket Companies 44 Rockwell Automation 51 Rollins 44 Row . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Sabre 59 Sandbrook Capital 51 Savers Value Village 37 Schmooze 42 Schneider Electric 51 Scholar Rock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Semrush . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Sensata Technologies 51 Sezzle 44 Sierra Ventures 50 Simon Property 57 SM Energy 42 Sofinnova Ventures . . . . . . . . . . . . . . . . . . . . . . . 49 SoFi Technologies . . . . . . . . . . . . . . . . . . . . . . . . 45 Sonos 41 Southern Co Gas. 56 Spirit AeroSystems 52 Spotify 37 Spyre Therapeutics 49 Squared Capital Advisor . . . . . . . . . . . . . . . . . . 42 Stanford Hospital and Clinics 50 Starboard Value 55 State Street 44, 71 Stepan 37
February 2024 Board Appointments
Page 66 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Board Appointments Corporation Index Sterling Bay 44 Sterling Infrastructure 52 Stride . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Sun Communities . . . . . . . . . . . . . . . . . . . . . . . . . 57 SunPower 60, 61 Superior Group of Companies 38 Supervalu 51 Target 42, 49 Target Hospitality 42 Terns Pharmaceuticals . . . . . . . . . . . . . . . . . . . 49 TerraPower 42 Texas Instruments 60 The Goodyear Tire & Rubber Company 38 Thor Industries 52 TimkenSteel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Toro Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Trane Technologies 37 Transcat 52 Trimble 42, 53 TriNet 38 Tronox 53 T Rowe Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 UCLA Anderson School of Management 53 ULI Global 58 Union Pacific 37 United Natural Foods 55 United Parcel Service . . . . . . . . . . . . . . . . . . . . . 36 Unum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Vacasa 61 Vail Resorts 38 Vensana Capital 50 Verdafresh 64 Verra Mobility 38 VF Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38, 41 Vimeo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Virtual Systems, Inc. 45 Vivo 48 Voss Capital LLC 53 Waste Connections 56 Watco 38 Watsco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Watts Water Technologies 52 Wellpoint 45 Western Digital 3 7 Whirlpool 38 White Mountains Insurance 45 Workday 36 WW Grainger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Zymeworks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
February 2024

February 2024 Board Appointments

Page 67 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Director Index Althoff, Judson 36 Ammann, Daniel .... . . . . . . . . . . . . . . . . . . . . . . . 61 Anasenes, Nicole 59 Appel, Andrew 59 Arnold, john 59 Arriola, Dennis 51 Atkinson, Tracy 44 Baack, Sara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Baird, William ... . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Baldwin, Chris 41 Barrois, Emmanuel 60 Batista, Joesley 41 Batista, Wesley 41 Bishop, John 50 Blackwell, Jean . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Blanco, Steven 48 Boll, Rebecca 52 Borisy, Alexis 50 Boro, Seth 61 Bosway, William 52 Boyd, Heidi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Brace, Philip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Brookman, Barton 42 Bruno, Barry 53 Bryant, Douglas 50 Budd, Wayne 43 Burchfield, Jay 39 Burroughs, Amy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Campbell, Reid .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Camuti, PAUL 37 Card, Andrew 39 Carter, David 51 Cesano, Alessandra 49 Chapman, Richard 61 Chappell, Jane .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Clayton, Annette 51 Cocke, Travis 53 Cohen, Robert 55 Cohn, Lisa 57 Creel, Diane 53 D’Silva, Vijay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Darrell, Bracken . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 David, Stephen 45 DesRoches, Reginald 60 Dodrill, Amy 59 Dorman, John 42 Downe, WIlliam 39 Dykhouse, Dana . . . . . . . . . . . . . . . . . . . . . . . . . . . .46 Eaves, John 43 Ehlinger, Jerry ... . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Erbez, Georgia 48 Fandozzi, Ann 53 Fandozzi, Ann 55 Faricy, Peter 61 Fletcher, Pamela 51 Foggie, Linda ................... Franzen, Antonella .. . . . . . . . . . . . . . . . . . . . . . . 35 Fritz, Lance 37 Garcia, Christian 48 Garrett, Joseph 46 Genachowski, Julius 37 Glass, Russell 36 Gonzalez, Rachel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Gorin, Ariane 36 Green, Dana 45 Gross, Mark 51 Guba, Thomas 58 Gupta, Rishi 50 Guthrie, Vanessa . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Hambro, George .... . . . . . . . . . . . . . . . . . . . . . . . 61 Hanson, Jason 61 Hao, Kenneth 59 Hawkinson, Alexander 53 Heyman, Tom 50 Holliger, Fred 39 Householder, Paul ... . . . . . . . . . . . . . . . . . . . . . . . 51 Hovde, Eric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Howard, Mike 51 Howe, Stephen 44 Hsieh, Jackson 57 Hughes, Scott 59 Ignaschenko, Borgan 55 Inglis, Chris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Jacobson, Jeff 57 Johns, Jeanne 42 Johnson, Milton 44 Jones, Dale 44 Jones, Nina 57 Karros, Kirt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Kaul, Samir . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Kennedy, Craig 61 Khani, David 42 Killian, Dan 53 Knavish, Timothy 51 Knobloch, Iris 38 Kramer, Richard . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Kumar, Michael 42 Lane, Ken ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Lattmann, Susan 38 Lee, Bruce 45 Lee, Frank 48 Lee, Rachel 44 Lee, Spike 61 Lemke, Kevin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Lenz, Joseph .... . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Leupold, Craig 57 Lewis, Susan 37 Lind, Bonnie 36 Linebarger, Tom 56 Linginfelter, Hank 56 Logan, Barry .... . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Lohr, Walter 53 Lombard, Shelly 42 Lorenger, Jeffrey 52 Love, Ted 48 Lu, Hongbo 48 Lukinovich, David ... . . . . . . . . . . . . . . . . . . . . . . 45 Lyons, Jenna .... . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Macpherson, Donald 35 Makatsaria, Vladimir 48 Manion, Douglas 50 Marsh, Martha 50 Marth, William 64 McDonald, Paul . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 McIntire, Lee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 McKenna, Mark 49 McKinney, Suzet 44 McLean, Claire 44 McNamara, Brian 41 Meccato, Robert 52 Mejia, Maria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Metcalfe, Guy 44 Meteny, Dennis 50 Michael, Robert 48 Michel, Gary 51 Mikkelson, Adam 50 Mirshekari, John . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Nachman, Shlomi .. . . . . . . . . . . . . . . . . . . . . . . 48 Nair, Sidhartha 51 Newman, Brian 36 Nielsen, Kirk 50 O’Farrell, Susan 48 Okray, Thomas 37 Osborne, Alfred . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

February 2024 Board Appointments

Page 68 ©BoardProspects, Inc. 2010-2024. All rights reserved.
Director Index Ostroff, Dawn 37 Pang, Stephen .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Panush, Amir 59 Papandreou, Radhika 57 Parent, Louise 39 Paul, Elaine 59 Pease, Robert 42 Peltz, Stuart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64 Peng, Katie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Pew Wolters, Kate 39 Poddar, Reema 42 Prober, Charles 56 Qureshi, Nadim 39 Rafiq, Atif 55 Rampell, Alastair . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Ratnakar, Raj 38 Raymond, John 64 Rhodes, William 44 Rondeau, Chris 39 Rowe, Zane 36 Saleh, Paul . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Sands, Stephen . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Schulman, Dan 44 Shah, Deep 61 Shoven, John 61 Simon, William 55 Simonds, Michael 38 Simonov, Roman . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Sivaram, Siva. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Skaggs, Jeanne 64 Slaski, Carolyn 61 Smith, Jordan 37 Snead, Thomas 45 Sorenson, Steven 44 Sparks, Carl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Spencer, Loreen 38 Springer, Jack 53 Steinberg, Marc 36 Stevens, Charles 53 Stone, John 51 Summers, Larry . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Sundar, Ajay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Sutton, Jill 55 Tan, Hock 59 Taylor, Everette 36 Teno, Andrew 37 Thiel, Peter 50 Thiers, Bernard .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Thompson, Jeffery 50 Tolia, Nirav . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59 Tomczik, Pamela 49 Townsend, Richard 39 Trimble, James 42 Tulenko Brown, Caroline 38 Tully, Carla 37 Turner, Reginald . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 Turney, Sharen .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Vartanian, Nishan 55 Vaughan, Therese 45 Vivian, Robert 39 Von Bretten, Gordon 36 Vounatsos, Michel 64 Waldman, Scott . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64 Walter, Edward 58 Walton-Ruskin, Debra 36 Webster, Karen 44 Welch, Daniel 49 Wendell, Peter 50 Werner, Thomas . . . . . . . . . . . . . . . . . . . . . . . . . . . .60 West, Gil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 White, John 43 White, Ted 36 Williams, Elizabeth 36 Williamson, Steven 49 Woo, Carolyn 45 Young, George .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Young, Raymond . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Young, Raymound 45
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