Board Recruitment August 2024 by BoardProspects

Rodney Williams Joins Board of Caesars

Ford Motor Appoints Adriana Cisneros to the Board of Directors

Cyrus Taraporevala Joins Board of Pfizer

A Message from the CEO of BoardProspects

Welcome to the August 2024 issue of Board Recruitment, BoardProspects’ flagship publication which keeps you at the forefront of corporate governance and boardroom composition. Our objective is to provide you with the insights and strategies you need to enhance the effectiveness of your board.

This month, our feature article, “The Continuing Barriers to Board Refreshment,” dives into a critical aspect of corporate governance that is often easier said than done. In the article, I discuss the persistent challenges that many boards face in achieving true refreshment—an essential practice for maintaining a dynamic and forward-thinking leadership team. Despite the well-documented benefits, such as agility and fresh perspectives, many boards struggle to implement meaningful change. I explore five major obstacles and offer practical solutions to help overcome these barriers.

In addition to our feature, this issue includes valuable contributions from our BoardRoom Resource Partners:

• “Maximizing CX: The Game You Must Win” from Protiviti: learn strategies for enhancing customer experience, a key driver of long-term success;

• “Learning by Proxy” from KPMG; see the latest highlights and trends from the 2024 proxy season; and

• “Look at the Big Picture: A Message to Boards Seeking Business Judgment Rule Protection” from Sidley: gain insights into safeguarding your board’s decision-making processes under the Business Judgment Rule

Your feedback continues to be essential in helping us tailor our content to meet your needs. Thank you for your ongoing engagement and for being a reader of this important publication.

Mark Rogers Founder and CEO, BoardProspects

Maximizing CX: The Game You Must Win

How a business engages its customers at every point of their buying journey is critical to connecting the organization’s brand promise to, and delivering on, an exceptional customer experience. Does the board understand what the organization does to differentiate itself with its customers? If not, it should.

Performance management is on the radar of every board. Customer satisfaction and loyalty metrics are an integral part of the dashboard directors use to discharge their oversight responsibilities with respect to strategy formulation and execution. But customer satisfaction and loyalty are outcomes. In contrast, “customer experience” (CX) refers to the totality of all touchpoints through which a business engages with its customers. These touchpoints are often described as the buyer’s journey, or the process by which customer satisfaction and loyalty outcomes are achieved.

The CX conversation applies to both business-to-business (B2B) and business-to-consumer (B2C) companies. Everything from marketing to sales to customer service, product usage satisfaction, and even website and digital platforms impacts the customer experience. The CX is reflected through customer sentiment throughout the buyer’s journey as well as a customer’s decision to return to the brand.

www.acumenlearning.com/post/the-cost-of-losing-a-

1. “The Cost of Losing a Customer,” by Brent Barclay, Acumen Learning, May 16, 2023:

customer.

Why Is CX Important?

Most marketing professionals agree that the primary purpose of a CX strategy is to improve customer retention and satisfaction. This strategy is fairly intuitive to directors. Of course, the cost to obtain a new customer is higher than the cost to sell to an existing customer. Some assert it is five to seven times higher1. This thinking frames why CX is so important.

How well a business understands changes in customer sentiment throughout the buyer’s journey can prove to be decisive in determining its success over time relative to its competitors. The following statistics tell the story:

• One in three customers will leave a brand they love after just one bad experience, while 92% would completely abandon a company after two or three negative interactions.2

• Nearly nine in 10 (88%) consumers trust recommendations from friends and family.3

• On average, a consumer will tell up to 15 people about a negative customer experience.4

• Nearly nine in 10 (88%) companies prioritize customer experience in their contact centers.5 According to Gartner, 89% of companies compete primarily on the basis of customer experience (up from 36% in 2010).6 However, less than half of organizations (44%) plan to invest in the customer experience in the next year.7

CX, in essence, is all about a persistent, obsessive focus on the customer, whether the model is B2C or B2B. CX encompasses everything a business does or should do to put its customers first and manage the processes that engage them both directly and indirectly, with the intention to meet or exceed their expectations and sustain their loyalty over the long term.

And why is that important? In driving more than two-thirds of customer loyalty, CX outperforms brand and price combined. Yet over 70% of CX leaders struggle to design the appropriate projects and initiatives that would increase customer loyalty and achieve their desired sustainable growth results.8

2. “32 Customer Experience Statistics You Need to Know for 2024,” by Niklas Stattin, SuperOffice, May 2, 2024: www.superoffice.com/blog/ customer-experience-statistics.

3. “Beyond Martech: Building Trust with Consumers and Engaging where Sentiment Is High,” 2021: www.nielsen.com/insights/2021/beyondmartech-building-trust-with-consumers-and-engaging-where-sentiment-is-high.

4. “What’s More Dangerous Than a Dissatisfied Customer? A Silent One,” by Laurie Morrow, Market Connections: www.marketconnectionsinc. com/dangerous-silent-cusomer.

5. “Why Customer Experience Matters and How to Improve It,” by Ruthie Carey, Five9, December 4, 2023: www.five9.com/blog/why-customer experience-matters-and-how-improve-it.

6. “71 Customer Experience Statistics & Facts for 2024 You Can’t Ignore,” by Esat Artug, Ninetailed, December 31, 2023: https://ninetailed.io/blog/ customer-experience-statistics/.

7. “32 Customer Experience Statistics You Need to Know for 2024.” (This appears to be a duplicate reference of number 2.)

8. “It’s the Journey That Matters: Improving Customer Experience and Loyalty,” by Scott Clark, CMSWire, August 31, 2020: www.cmswire.com/ customer-experience/its-the-journey-that-matters-improving-customer-experience-and-loyalty.

Building and Maintaining CX

If CX is so important, why is managing it so hard? Dynamic markets ensure that strategy, technology, execution and the application of the customer experience are constantly evolving. Customer preferences change. So do communications and customer engagement channels. Privacy regulations and compliance requirements proliferate. As new strategies and technologies are put in place, issues arise when they are not integrated into the CX.

Further issues sprout up when the experiences for both customers and employees are not designed to work in harmony, and CX is neither embedded nor consistently reinforced across all areas of the business. Disparate teams or systems send disconnected communications or operate in silos with conflicting goals, creating friction for customers. Technology may be viewed as an out-of-the-box silver bullet for solving the CX problem. It is also hard to link data to customer value in a secure, privacycompliant and reliable manner.

The bottom line: Fragmented systems and ways of working undermine the delivery of a seamless, best-in-class customer experience. Thus, deciding where to initiate a focus on CX is challenging.

So, where to start? Following are five suggestions:

1. Adopt an “everyone is responsible” mindset.

When it comes to activating growth through a differentiated customer experience, everyone in the organization (e.g., operations, finance, human resources, legal and compliance), not just marketing, has a role to play. A clear vision is needed to align multiple parts of the organization toward customer-centricity.

Focused data and analytics should facilitate the understanding of customer needs, design of relevant products and services, and reimagination of business models. Platforms and technology should drive change and enable launching at scale through capability building, technology, operating models, measurement and performance. To make it all work, everyone who matters should be on board.

2. Connect and communicate with customers.

In a rapidly changing world, customers have options — and they know it. Companies should cut through the noise and capture attention throughout the customer journey life cycle with a high-tech, high-touch approach. Communicating clearly, making it easier to navigate online accounts, sending notifications proactively, letting customers choose how the company communicates with them, honoring their preferences, and sending personalized communications

are ways to deploy both technology and the human element. Improving timing and relevance is the holy grail — for example, communicate at the point of the life cycle as close as possible to a moment of need.

3. Determine the brand’s “North Star.”

Whether the model is B2B or B2C, figure out what end customers want and let it drive the company’s goals, with an emphasis on the experience moments that matter. The two should be compatible and comprise the brand’s North Star. Then, focus on the most effective way to deliver the customer experience that is consistent with that direction, considering constraints (e.g., technical debt, data not available timely, disconnected systems and artificial intelligence (AI) automations not fully trained) that cannot be addressed in the near term.

By allocating resources to improve those moments that have an emotional connection with buyers, the organization creates the very best experience out of its existing capabilities. As for constraints, there is a solution for every problem. If bandwidth is limited, automate repetitive tasks to free up time for employees to become effective brand advocates in solving problems and better serving customers — a win-win for the company and its customers.

4. Find the right incentives.

Based on the company’s goals and known customer preferences, the appropriate incentives should be implemented to align everyone to the desired outcomes and drive process or technology improvements. The structure for incentives should support a seamless operating model that is focused on the customer’s perspective.

5. Innovate and improve CX continuously.

Managing CX is not a one-and-done exercise. Effective feedback loops with customers should provide insights about the ways the company could improve its customer experience. Many brands are experimenting with AI, starting with easier use cases that are less customer-facing — such as recording notes and checking for compliance. Customer-facing AI applications must be fully trained to ensure they are reliable in responding

The payoff of a successful CX strategy is improved business performance in terms of revenue growth, lasting customer loyalty, a higher customer lifetime value (the total net profit a company can expect to generate from a customer throughout their entire relationship), and a sustainable competitive advantage. Indeed, in the digital age, CX could prove to become the ultimate differentiator. That is why CX is “the game you must win.”

Implications for Boards

The dynamic nature of meeting and exceeding customer expectations continuously over time requires an organizationwide, cross-functional focus for the company to get it right. The board has a vested interest in ensuring that it does. Directors must first decide how best to organize their approach to CX oversight. Should it be a matter for the full board, a board committee, or a board task force or subcommittee? The technology and privacy underpinnings of CX suggest the need for a technology focus.

Directors should set the tone for CX, ensure that an effective strategy and appropriate policies are in place, and monitor relevant and reliable CX metrics integrated into the board’s dashboard. They should engage in strategic resource allocation conversations with management to understand how CX improvement opportunities are prioritized, appropriate stakeholders are engaged and improvement initiatives are appropriately led. In a B2C

environment, all directors can do their own research by being a “secret shopper.”

Following are some suggested questions that boards of directors should consider, based on the risks inherent in the organization’s operations:

• Are all functions of our organization customer-centric? In other words, is the customer the focal point of each function’s decisions related to managing the costs, elapsed time, and quality associated with products, services and customer interactions with the brand?

• Do we have a comprehensive view of our customers that allows us to unlock data, drive insights and inform our CX improvement decisions? How do we know?

• Do we have reliable and relevant CX metrics? If so, do they address the distinctive attributes of the value proposition underlying why customers choose our products, services, processes and interaction points over others? Do our metrics provide insight into which aspects of CX our organization needs to improve?

• How is the emergence of generative AI and other technologies affecting CX and the necessity for us to innovate to keep pace with changing customer preferences and needs? Are we connecting our technology investments to customer value and optimizing them to deliver exceptional experiences? How do we know?

• How does our customer experience compare to our competition? To best practices?

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 Fortune 100 Best Companies to Work For® list for the 10th consecutive year, 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.

© 2024 Protiviti Inc. An Equal Opportunity Employer M/F/Disability/Veterans. PRO0724 Protiviti is not licensed or registered as a public accounting firm and does not issue opinions on financial statements or offer attestation services.

Time to Update Your Pay Plan?

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

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. We

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

Learning by proxy

Both investors and companies are maturing in how they view critical issues raised at the corporate ballot box. Even amid a proxy season that included “the priciest shareholder fight ever,” according to The Wall Street Journal, and a headline-grabbing court challenge to a shareholder proposal, Freshfields Partner Pamela Marcogliese said she generally observed more stability and balance in 2024 than in years past.

“You’re not starting from a blank slate in most instances,” said Marcogliese during a June 27 webcast with KPMG BLC Senior Advisor Stephen Brown. “Companies have made a lot of progress. Now, when shareholder proposals come in, they come against a background of a lot of prior work.”

Such prior work not only supports engagement with investors and asset managers but also eases the path of compliance for disclosure of cybersecurity and climate risk. Despite the current stay of the SEC’s climate disclosure rule, Marcogliese suggested that future compliance with applicable global and state climate-related reporting regimes has made the US rule “an afterthought.” “Investors have been pushing for information on [climate] issues for a while,” said Marcogliese. “Prior to the effective date of any of

these rules, many companies have been providing voluntary disclosure.”

The past proxy season also featured greater availability of so-called passthrough voting whereby large asset managers give mutual fund investors more say in how their representative shares are voted. “It’s a reflection of where we are in the times and understanding that people have different views,” said Marcogliese. Similarly, the scope of investors and policymakers who are engaging on environmental, social, and governance (ESG) has expanded. “It’s no longer a free pass to support all ESG at all costs,” said Marcogliese. “There are countercurrents.”

Find Freshfields’ proxy season recap and our webcast replay at kpmg.com/blc.

Freshfields Partner Elizabeth Bieber said she has added “anti-ESG” activism to her taxonomy of activist investors, which also includes “vanity activism” that is not principally motivated by financial return; “financial activism,” which relies on an ESG thesis, and “true believer” activism to support sustainable investing.

Increasingly, activists are seeking voting support from other market participants and stakeholders, either by forming coalitions of smaller shareholders or more

prominently sharing their proposals through presentations, the press, and social media. “Activists don’t need as much of an investment in companies to achieve their goals,” said Bieber. “Some have said they don’t even need board seats to do exactly what they’d like to do.”

Bieber noted some of the traditional barriers to activism, including having a classified board, or even a controlled board or a controlled company are no longer seen as barriers. “Activists are saying, ‘We can achieve a number of our objectives with support from various stakeholders and a compelling narrative,’” said Bieber. “It has made the landscape a little bit more complicated for every company.”

Going in to the proxy “off-season,” Marcogliese added that directors and companies should not lose momentum gained from the learnings of the 2024 proxy season. “Avoid complacency. Continue to monitor the trends and make sure that your engagement and disclosure optimally position the company and that they are aligned to the company’s strategy,” said Marcogliese.

2024 Proxy Season Results

The number of shareholder proposals continues to increase. In 2024, the number of known shareholder proposals exceeded the prior record set in 2023.

ESG

The number of shareholder proposals continues to increase. In 2024, the number of known shareholder proposals exceeded the prior record set in 2023.

Environmental and social proposals continue to receive low levels of shareholder support, with only three E&S proposals receiving majority support as of June 14, 2024. Governance proposals continue to have higher support, with 38 proposals receiving majority support, more than double the number during the 2023 proxy season.

ESG

No-action relief is back

Almost 100 more requests for no-action relief were submitted in 2024 compared to 2023, and the SEC granted relief to nearly double the number of requests from 2023.

No-action relief is back

activists with a single-issue proxy contest and proxy solicitation in the 2024 season.

Investors are in the hot seat

Large asset managers continue to accelerate pass-through voting as they are subject to ESG and anti-ESG pressures. Several have publicly left investor coalitions. Many have reduced support for shareholder E&S proposals. Public investment managers are also increasingly facing proposals on their own policies and voting records.

Executive compensation considerations are expanding Beyond say-on-pay and approval for company equity plans, this year, a variety of new executive compensationrelated proposals emerged, including one seeking to fix director compensation at $1 absent shareholder approval.

The anti-ESG movement continues to gain momentum

Almost 100 more requests for noaction relief were submitted in 2024 compared to 2023, and the SEC granted relief to nearly double the number of requests from 2023.

The anti-ESG movement continues to gain momentum

Although shareholder voting support for anti-ESG proposals remains minuscule, the number of proponents and proposals are increasing along with the use of notices of exempt solicitation.

Broad socioeconomic issues continue to impact the proxy season

Although shareholder voting support for anti-ESG proposals remains minuscule, the number of proponents and proposals are increasing along with the use of notices of exempt solicitation.

Broad socioeconomic issues continue to impact the proxy season

This year, labor is a considerable focus.

This year, labor is a considerable focus. Shareholder proposals are focusing on a myriad of labor-related issues, and labor unions have begun to emulate activists with a single-issue proxy contest and proxy solicitation in the 2024 season.

Investors are in the hot seat

Shareholder proposals are focusing on a myriad of labor-related issues, and labor unions have begun to emulate

Proxy issues on the board’s agenda

Which of the following proxy issues did your board spend significantly more time discussing this year compared to prior years? (Select up to 3)

Risk disclosures, including cyber and AI*

Board composition, including skills and diversity

Executive compensation policies and disclosures

Workforce/human capital issues and disclosures

Environmental

and disclosures

Shareholder activism and related proposals, including universal proxy

Social policies and disclosures

Corporate political activity and disclosures

None of the above/Unsure

Survey responses from 333 self-identified corporate directors registered for the June 27, 2024, KPMG BLC webcast compared to 246 self-identified corporate directors for the June 29, 2023, KPMG BLC webcast.

* “Including cyber and AI” was added to this answer in 2024. All other answers were the same for both years.

Board oversight of material generative AI issues

How confident are you that your board can effectively oversee the company’s approach to generative AI, as well as related data governance issues?

Survey responses from 358 self-identified corporate directors registered for the June 27, 2024, KPMG BLC webcast. Percentages do not equal 100 due to rounding.

The views and opinions expressed herein are those of the survey respondents and do not necessarily represent the views and opinions of KPMG LLP.

Look at the Big Picture: A Message to Boards Seeking Business Judgment Rule Protection

In City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., the Delaware Supreme Court provided additional guidance on the contours of the MFW framework and its application – a timely reminder that stockholders (and courts) are looking at the big picture when assessing disclosures in the MFW context.

In Inovalon, plaintiffs challenged the acquisition of Inovalon Holdings, Inc. (“Inovalon”), claiming that the company’s directors breached their fiduciary duties in connection with the transaction. In their motion to dismiss the complaint, defendants argued that the process leading to the acquisition satisfied the requirements of MFW and the company was thereby protected from the plaintiffs’ claims by the business judgment rule. Under MFW, in a controller buyout, the business judgment standard of review will be applied if and only if the transaction is conditioned upon its approval by an informed vote of a majority of the minority stockholders and by an independent special committee empowered to select its advisors and say no definitively, who meets its duty of care in negotiating a fair price. The trial court found that those procedural

safeguards had been in place before substantive economic negotiation occurred.

On appeal, plaintiffs challenged two aspects of the trial court’s decision:

First, plaintiffs argued that Inovalon failed to condition the acquisition ab initio (from the outset) on the approval of the special committee.

Second, plaintiffs argued that the vote of the minority stockholders was not informed because the proxy disclosure was missing material information regarding the transaction.

The Delaware Supreme Court did not address the ab initio challenge because it reversed on the second basis, holding that the company’s disclosures were materially misleading. In so holding, the Supreme Court focused on disclosures regarding the conflicts of various advisors involved in negotiating the transaction on behalf of the company’s special committee, and the company’s alleged failure to adequately disclose the existence and magnitude of those conflicts.

Highlights of the Court’s Analysis

• The court determined that it was materially misleading to disclose that the special committee’s advisors “may” provide services to both the company and the acquirer. This was because at the time of the disclosure, both advisors were already working for members of the equity consortium acquiring the company. The court further rejected the argument that the conflicts were not material because they involved affiliates of the advisors. The court clarified that work performed by affiliates of an advisor (e.g., an affiliate bank of a financial advisor) does not insulate the retained entity from disclosure requirements.

• The court also found that although the company disclosed the existence of an advisor’s concurrent work for a member of the equity consortium, the failure to disclose the amounts paid for such representations was a material omission. Disclosing the fact of “customary compensation” was not enough. Further, the court found the fact that the proxy disclosed the advisor’s fees from prior representation to be particularly problematic because it created a misleading impression that the undisclosed fees were of similar magnitude to those that were disclosed.

• The court also found that the company’s description of the financial advisor’s role in market outreach

did not align with special committee meeting minutes.

• These discrepancies were problematic from a disclosure perspective because it gave the misleading impression that the financial advisor was more involved in negotiations when, in fact, a different, conflicted advisor was taking the lead in negotiations.

Key Takeaways

This case offers practitioners, advisors, and board members helpful guidance to consider when seeking to position themselves for business judgment rule protection under MFW.

First, Delaware courts will not only analyze the circumstances surrounding the retention and management of advisors, but also how such information is communicated to stockholders. While a court will consider whether directors acted with due care when reviewing the engagement of advisors, it will perform a materiality-based assessment when determining the adequacy and accuracy of disclosures regarding the advisors’ role and their interests vis-à-vis the transaction and those involved in the same.

Second, magnitude matters. The court noted that while there is no brightline rule holding that financial advisors always need to disclose the specific amount of their fees from a counterparty to the transaction, directors should consider whether such information is materiality enough to alter the “total mix

of information.” In doing so, courts will consider the magnitude of fees received by advisors in concurrent or past transactions compared to fees expected to be received in a proposed transaction.

Finally, the court offered a reminder that disclosures and minutes should be carefully prepared and considered in tandem. The court pointed to discrepancies between the description of meetings and deliberations in the proxy statement and the company’s internal record, as described in the minutes of the special committee. The court advised “boards, committees, and their advisors … to take care in accurately describing the events and the various roles played by board and committee members and their retained advisors.”

The Continuing Barriers to Board Refreshment

Mark Rogers, CEO of BoardProspects

Board refreshment is essential to strong corporate governance. It ensures that boards remain dynamic, forwardthinking, and equipped to navigate the complexities of today’s business environment. Despite widespread recognition of its importance, achieving meaningful board refreshment remains an elusive goal for many companies. According to Spencer Stuart’s Director Index, the average tenure on S&P 500 boards is 7.8 years — a figure that suggests inertia rather than agility in the boardroom.

A recent survey of BoardProspects Members underscores this challenge, with a majority of respondents identifying the lack of term limits as the most significant impediment to board refreshment. While this is a major concern, it is only one of several barriers that hinder the renewal of talent and perspectives at the highest levels of corporate leadership. Below, I will explore five key obstacles and offer practical solutions to each.

1. Lack of Term Limits

Term limits are a natural starting point in this discussion. Without them, directors can remain in their roles indefinitely, which may lead to complacency and a resistance to new ideas. While experience is invaluable, there is a fine line between wisdom and stagnation. Long tenures can result in an insular board culture, where directors are less likely to challenge the status quo or embrace innovative strategies.

Solution: Implementing term limits can help ensure regular infusion of fresh perspectives. This time frame allows directors to contribute their expertise without risking the onset of groupthink. Companies that are hesitant to adopt strict term limits could consider introducing voluntary retirement ages or a policy of regular board evaluations that emphasize the importance of continuous renewal.

2. Lack of a Retirement Age

The absence of a mandatory retirement age is another factor that contributes to prolonged tenures. While older directors bring experience and institutional memory, they may also hold onto their positions longer than is beneficial for the board’s overall effectiveness. The concern here isn’t ageism but rather ensuring that the board maintains a balanced mix of perspectives and energy.

Solution: Establishing a retirement age — commonly set between 72

and 75 — can be an effective way to encourage turnover while respecting the contributions of senior board members. This practice, already adopted by many leading companies, helps create space for new directors without forcing sudden or disruptive changes.

3. Fear of Disrupting a Well-Functioning Board

There is often a reluctance to make changes to a board that is perceived as functioning well. The fear of disrupting camaraderie or upsetting the existing dynamic can lead to stagnation. This mindset overlooks the fact that even the best boards benefit from regular refreshment.

Solution: To mitigate the fear of disruption, boards should cultivate a culture that views refreshment as a positive, ongoing process rather than a necessary evil. By framing board changes as opportunities for growth and evolution, companies can maintain a high-functioning board while still welcoming new talent and ideas.

4. CEO Influence in Board Appointments

When CEOs exert significant influence over board appointments, it can stifle true board refreshment. A CEO who handpicks board members may prioritize loyalty over independence, leading to a board that is less likely to challenge management or propose innovative strategies.

Solution: To counteract this, companies should strengthen their nominating committees, ensuring they operate independently of the CEO. Establishing clear criteria for board candidates — focused on diversity, skills, and independence — can also help in creating a balanced and effective board.

5. Lack of Board Service Restrictions

Without restrictions on serving on multiple boards, directors may overextend themselves, leading to diminished focus and effectiveness. This can also reduce opportunities for new directors who bring fresh energy and perspectives.

Solution: Boards should adopt or strengthen policies that limit the number of directorships a member can hold simultaneously. This ensures that directors remain fully engaged with their responsibilities and that there is ample opportunity for new candidates to join the board.

Board refreshment is not just about replacing tenured directors with new faces; it’s about ensuring that the board remains a dynamic and effective body capable of guiding the company through an ever-changing landscape. By addressing these barriers head-on, companies can foster a boardroom environment that is both respectful of experience and open to new ideas — ultimately leading to better governance and stronger corporate performance.

At BoardProspects, we believe that by tackling these challenges, companies can build boards that are not only refreshed but also revitalized for the future.

Board Appointments & Resignations July 2024

Publicly Traded Corporations

Board Appointments & Resignations Consumer Discretionary

AMN Healthcare Srvs (NYSE: AMN)

Appoints James Hinton to the Board of Directors. Mr. Hinton is the former Chief Executive Officer at Baylor Scott & White Health.

AutoNation (NYSE: AN)

Appoints Claire Bennett to the Board of Directors. Ms. Bennett is the former Chief Customer Officer at Intercontinental Hotels.

Caesars Entertainment (NASDAQ: CZR)

Appoints Rodney Williams to the Board of Directors. Mr. Williams is a former President at Diageo Beer.

ChargePoint (NYSE: CHPT)

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

Church & Dwight (NYSE: CHD)

Appoints Michael Smith to the Board of Directors. Mr. Smith is the Chief Financial Officer at McCormick & Co.

enGene (NASDAQ: ENGN)

Ron Cooper named CEO and he is appointed to the Board of Directors. Mr. Cooper is the former Chief Executive Officer at Albireo Pharma.

Ford Motor (NYSE: F)

Appoints Adriana Cisneros to the Board of Directors. Ms. Cisneros is the Chief Executive Officer at Cisneros.

Forrester Research (NASDAQ: FORR)

Appoints Robert Bennett to the Board of Directors Mr. Bennett is the former Chief Executive Officer at EngageSmart.

Franklin Electric (NASDAQ: FELE)

Appoints Joe Ruzynski to the Board of Directors. Mr. Ruzynski is the Chief Executive Officer at Franklin Electric.

CLAIRE BENNETT

RODNEY WILLIAMS

ADRIANA CISNEROS

New Board Appointments

GEN Restaurant Grp (NASDAQ: GENK)

Appoints David Park to the Board of Directors. Mr. Park is the Founder and Chief Investment Officer at Alpha Park Partners.

Gogo (NASDAQ: GOGO)

Appoints Monte Koch to the Board of Directors. Mr. Koch is the Co-Founder at Ten-X.com.

Graphic Packaging (NYSE: GPK)

Appoints Andrew Callahan to the Board of Directors. Mr. Callahan is the former Chief Executive Officer at Hostess Brands.

Hanesbrands (NYSE: HBI)

Appoints Sharilyn Gasaway to the Board of Directors. Ms. Gasaway is the former Chief Financial Officer at Alltel.

Kenvue (NYSE: KVUE)

CASSANDRA MCKINNEY

BURNS

Appoints Kathleen Pawlus and Kirk Perry to the Board of Directors. Ms. Pawlus is a former Partner

Kura Sushi USA (NASDAQ: KRUS)

Appoints Treasa Bowers to the Board of Directors. Ms. Bowers is the Chief Human Resource Officer at 7-Eleven.

Lindblad Expeditions (NASDAQ: LIND)

Appoints Annette Reavis and Andrew Stuart to the Board of Directors. Ms. Reavis is the Chief People Officer at CrossFit and Mr. Stuart is the former Chief Executive Officer at Norwegian Cruise.

Lithia Motors (NYSE: LAD)

Appoints Cassandra McKinney to the Board of Directors. Ms. McKinney is the EVP

LKQ (NASDAQ: LKQ)

Appoints Andrew Clarke to the Board of Directors. Mr. Clarke is the former Chief Financial Officer at CH Robinson.

MillerKnoll (NASDAQ: MLKN)

Appoints John Maeda, Tina Edmundson and Jeanne Gang to the Board of Directors. Mr. Maeda is a Vice President at Microsoft, Ms. Edmundson is a Division President at Marriott and Ms. Gang is the Founding Principal and Partner at Studio Gang.

Oshkosh (NYSE: OSK)

Appoints William Burns to the Board of Directors. Mr. Burns is the Chief Executive Officer at Zebra Technologies.

Performance Food Grp (NYSE: PFGC)

Appoints Danielle Brown to the Board of Directors. Ms. Brown is the Chief Information Officer at Whirlpool.

SHARILYN GASAWAY

WILLIAM

New Board Appointments

Sezzle (NASDAQ: SEZL)

Appoints Stephen East and Kyle Brehm to the Board of Directors. Mr. East is a former Managing Director at Wells Fargo and Mr. Brehm is a Partner at Fredrikson & Byron Law Firm.

Southwest Airlines (NYSE: LUV)

Appoints Rakesh Gangwal to the Board of Directors. Mr. Gangwal is a CoFounder at InterGlobe Aviation.

SpartanNash (NASDAQ: SPTN)

Appoints Dorlisa King Flur to the Board of Directors. Ms. Flur is the Senior Advisor to CEO and Board at Southeastern Grocers.

Spirit Airlines (NYSE: SAVE)

Appoints Richard Wallman to the Board of Directors. Mr. Wallman is the former Chief Financial Officer at Honeywell.

TriNet (NYSE: TNET)

Appoints Brian Evanko to the Board of Directors. Mr. Evanko is the Chief Executive Officer at Cigna Healthcare & Chief Financial Officer at Cigna Group.

RAKESH GANGWAL

RICHARD WALLMAN

Resignations/Retirements

Bridger Aerospace (NASDAQ: BAER)

Tim Sheehy resigns as CEO and from the Board of Directors.

BrightView (NYSE: BV)

Richard Roedel resigns from the Board of Directors. Mr. Roedel is a former Managing Partner at BDO Seidman.

Caleres (NYSE: CAL)

Carla Hendra resigns from the Board of Directors. Ms. Hendra is the former Chief Executive Officer at Growth & Innovation at Ogilvy Global.

Churchill Downs (NASDAQ: CHDN)

Robert Fealy resigns from the Board of Directors. Mr. Fealy is the Managing Director at Limerick Investments.

Cintas (NASDAQ: CTAS)

John Barrett and Gerald Adolph to leave the Board of Directors. Mr. Barrett is the Chair of the Board and CEO at Western & Southern Financial and Mr. Adolph is a former Principal with PWC Strategy.

Five Below (NASDAQ: FIVE)

Joel Anderson resigns as CEO and from the Board of Directors. Mr. Anderson is a former President and CEO at Walmart.

MarineMax (NYSE: HZO)

Charles Oglesby resigns from the Board of Directors. Mr. Oglesby is the former Executive Chair of the Board and Chief Executive Officer at Asbury Automotive Group.

MSCI (NYSE: MSCI)

Chirantan Desai resigns from the Board of Directors. Mr. Desai is the former President and Chief Operating Officer at ServiceNow.

Resources Connection (NASDAQ: RGP)

Donald Murray resigns from the Board of Directors.

RPM Int’l (NYSE: RPM)

Kirkland Andrews resigns from the Board of Directors. Mr. Andrews is the Chief Financial Officer at Consolidated Edison.

Walt Disney (NYSE: DIS)

Safra Catz resigns from the Board of Directors. Ms. Catz is the former Chief Executive Officer at Oracle.

JOEL ANDERSON

CARLA HENDRA

SAFRA CATZ

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New Board Appointments

Walgreens Boots Alliance (NASDAQ: WBA)

Appoints William Shrank to the Board of Directors. Mr. Shrank is a Venture Partner at Andreessen Horowitz.

Resignations/Retirements

Coca-Cola Co (NYSE: KO)

Barry Diller and Marc Bolland retire from the Board of Directors. Mr. Diller is the Chair of the Board at IAC Ms. Herman is the former U.S. Secretary of Labor and Mr. Bolland is the former Head of European Portfolio Operations at Blackstone Inc.

WILLIAM SHRANK

BARRY DILLER

New Board Appointments

Alliance Resource Partners (NASDAQ: ARLP)

Appoints Paul Vining to the Board of Directors. Mr. Vining is a former General Partner at Alliance Resource Partners.

Bloom Energy (NYSE: BE)

Appoints Barbara Burger to the Board of Directors. Ms. Burger is the Division President at Chevron Technology Ventures.

California Resources (NYSE: CRC)

Appoints Bobby Saadati and James Jackson to the Board of Directors. Mr. Saadati is the CEO at IKAV Energy and Mr. Jackson is the Managing Director at Canada Pension Plan Investment.

EQT (NYSE: EQT)

Appoints Vicky Bailey and Bob Vagt to the Board of Directors. Ms. Bailey is the President at Anderson Stratton Enterprises LLC Mr. Karam is the former Chairman and Chief Executive Officer at Equitrans Midstream Corporation and Mr. Vagt is the former President at Davidson College.

Resignations/Retirements

ConocoPhillips (NYSE: COP)

Eric Mullins resigns from the Board of Directors. Mr. Mullins is the Chair of the Board and CEO at Lime Rock Resources.

Valaris Ltd (NYSE: VAL)

Deepak Munganahalli resigns from the Board of Directors. Mr. Munganahalli is the Founder at Sencirc Holdings Ltd.

VICKY BAILEY

BARBARA BURGER

ERIC MULLINS

New Board Appointments

Arthur J. Gallagher (NYSE: AJG)

Appoints Richard Harries to the Board of Directors. Mr. Harries is the former Chief Executive Officer at Atrium Underwriters.

Bakkt (NYSE: BKKT)

Appoints Colleen Brown to the Board of Directors. Ms. Brown is the former Chief Executive Officer at Fisher Communications.

BancFirst (NASDAQ: BANF)

Appoints Kim Ingram to the Board of Directors. Ms. Ingram is the Chief Executive Officer at Kelley Jewelers.

Coinbase Global (NASDAQ: COIN)

Appoints Christa Davies, Paul Clement and Chris Lehane to the Board of Directors. Ms. Davies is the Chief Financial Officer at Aon, Mr. Clement is a Partner at Clement & Murphy Law Firm and Mr. Lehane is the VP Public Works at OpenAI.

GoHealth (NASDAQ: GOCO)

Appoints Alan Wheatley to the Board of Directors. Mr. Wheatley is the former Division President Medicare & Medicaid at Humana.

Hagerty (NYSE: HGTY)

Appoints Anthony Kuczinski to the Board of Directors. Mr. Kuczinski is the former Chief Financial Officer at Munich Re.

James River Grp (NASDAQ: JRVR)

Appoints Christine LaSala to the Board of Directors. Ms. LaSala is the former President and Chief Executive Officer at WTC Captive Insurance Company

Loews (NYSE: L)

Benjamin Tisch has been promoted to CEO and he is appointed to the Board of Directors.

Marsh & McLennan Cos (NYSE: MMC)

Appoints Jan Siegmund to the Board of Directors. Ms. Siegmund is the former Chief Financial Officer at Cognizant Technology Solutions.

Moneylion (NYSE: ML)

Appoints Brad Hanson to the Board of Directors. Mr. Hanson is the former Chief Financial Officer at Pathward Financial.

S&T Bancorp (NASDAQ: STBA)

Appoints Peter Gurt to the Board of Directors. Mr. Gurt is the President at Milton Hershey School.

Selective Insurance Grp (NASDAQ: SIGI)

Appoints Kate Sampson to the Board of Directors. Ms. Sampson is a former Partner at Anthemis Group.

ANTHONY KUCZINSKI

KIM INGRAM

JAN SIEGMUND

New Board Appointments

SoFi Technologies (NASDAQ: SOFI)

Appoints William Borden and Gary Meltzer to the Board of Directors. Mr. Borden is the Vice President WW Financial Services at Microsoft and Mr. Meltzer is a former Managing Partner

SouthState (NYSE: SSB)

Appoints Merriann Metz to the Board of Directors. Ms. Metz is a General Counsel

US Bancorp (NYSE: USB)

Appoints Aleem Gillani to the Board of Directors. Mr. Gillani is the former Chief Financial Officer at SunTrust.

Voya Financial (NYSE: VOYA)

Appoints William Mullaney to the Board of Directors. Mr. Mullaney is the former Insurance Managing Director at Deloitte Consulting.

Resignations/Retirements

PRA Grp (NASDAQ: PRAA)

Danielle Brown resigns from the Board of Directors. Ms. Brown is the Chief Information Officer at Whirlpool.

The Bancorp (NASDAQ: TBBK)

Michael Bradley retires from the Board of Directors. Mr. Bradley is a former Managing Director at BF Healthcare.

ALEEM GILLANI

DANIELLE BROWN

eb_sales@nortonlifelock.com

New Board Appointments

Avanos Medical (NYSE: AVNS)

Appoints Indrani Franchini to the Board of Directors. Ms. Franchini is the former Chief Leadership Officer at Alnylam Pharmaceuticals.

Boston Scientific (NYSE: BSX)

Appoints David Habiger to the Board of Directors. Mr. Habiger is the Chief Executive Officer at J.D. Power and Associates.

Edwards Lifesciences (NYSE: EW)

Appoints David Feinberg to the Board of Directors. Mr. Feinberg is the former Chief Executive Officer at Cerner Corporation

Hims & Hers Health (NYSE: HIMS)

Appoints Kåre Schultz to the Board of Directors. Mr. Schultz is the former Chief Financial Officer at Teva Pharmaceutical.

Lexeo Therapeutics (NASDAQ: LXEO)

Appoints Tim Van Hauwermeiren to the Board of Directors. Mr. Van Hauwermeiren is a Co-Founder and Chief Executive Officer at argenx SE.

Lexicon Pharmaceuticals (NASDAQ: LXRX)

Michael Exton named CEO and he is appointed to the Board of Directors. Mr. Exton is the former Head of Cardiometabolism Therapeutics at Novartis.

Maravai LifeSciences (NASDAQ: MRVI)

Appoints William Martin to the Board of Directors. Mr. Martin is the Chief Executive Officer at Maravai LifeSciences.

Moderna (NASDAQ: MRNA)

Appoints David Rubenstein to the Board of Directors. Mr. Rubenstein is the Co-Founder and Co-Chair of the Board at The Carlyle Group.

NewAmsterdam Pharma NV (NASDAQ: NAMS)

Appoints Wouter Joustra and Mark McKenna to the Board of Directors. Mr. Joustra is a General Partner at Forbion and Mr. McKenna is a Partner at Arch Venture.

Orchestra BioMed (NASDAQ: OBIO)

Appoints John Mack to the Board of Directors. Mr. Mack is the former Division President of Cardiac Surgery at Medtronic.

Pfizer (NYSE: PFE)

Appoints Cyrus Taraporevala to the Board of Directors. Mr. Taraporevala is the former Chief Executive Officer at State Street Global Advisors.

Procept BioRobotics (NASDAQ: PRCT)

Appoints Thomas Prescott to the Board of Directors. Mr. Prescott is the former Chief Executive Officer at Cardiac Pathways.

KÅRE SCHULTZ

DAVID RUBENSTEIN

CYRUS TARAPOREVALA

New Board Appointments

Scilex (NASDAQ: SCLX)

Appoints Annu Navani to the Board of Directors. Ms. Navani is the Founder and CEO at Comprehensive Spine & Sports Center and she is a Professor at Stanford University School of Medicine

Skye Bioscience (NASDAQ: SKYE)

Appoints Karen Smith to the Board of Directors. Ms. Smith is the former Senior Vice President

SpringWorks Therapeutics (NASDAQ: SWTX)

Appoints Martin Mackayto the Board of Directors. Mr. Mackayto is the Co-Founder and Executive Chair of the Board at Rallybio.

Stereotaxis (NYSE: STXS)

Appoints Nachum Shamir to the Board of Directors. Mr. Shamir is the former Chair of the Board and Chief Executive Officer at Luminex.

Xeris Biopharma (NASDAQ: XERS)

John Shannon promoted to CEO and he is appointed to the Board of Directors.

KAREN SMITH

JOHN SHANNON

Resignations/Retirements

Collegium Pharmaceutical (NASDAQ: COLL)

Neil McFarlane resigns from the Board of Directors. Mr. McFarlane is the Chief Executive Officer at Zevra Therapeutics.

Gyre Therapeutics (NASDAQ: GYRE)

Nassim Usman resigns from the Board of Directors. Mr. Usman is the Chief Executive Officer at Totus Medicines.

Harmony Biosciences (NASDAQ: HRMY)

Jack Bech Nielsen resigns from the Board of Directors. Mr. Bech is the Managing Partner at Vivo Capital.

INmune Bio (NASDAQ: INMB)

Edgardo Baracchini resigns from the Board of Directors. Mr. Baracchini is the former Chief Business Officer at Xencor.

National HealthCare (NYSE: NHC)

Ernest Burgess retires from the Board of Directors. Mr. Burgess is the former SVP Operations at National HealthCare.

OmniAb (NASDAQ: OABI)

Joshua Tamaroff resigns from the Board of Directors. Mr. Tamaroff is a former Partner at Avista Capital.

Perrigo (NYSE: PRGO)

Todd Penegor resigns from the Board of Directors. Mr. Penegor is the former Chief Executive Officer at Wendy’s.

Privia Health (NASDAQ: PRVA)

Bill Sullivan resigns from the Board of Directors. Mr. Sullivan is the Founder at Brighton Health Partners.

Renovaro (NASDAQ: RENB)

Leni Boeren resigns from the Board of Directors. Ms. Boeren is the Chief Executive Officer at Kempen Capital Management.

TODD PENEGOR

NASSIM USMAN

LENI BOEREN

LEADING THE DEFENSE OF THE WORLD’S PUBLIC COMPANIES

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

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

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

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

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

TALENT. TEAMWORK. RESULTS.

Kai Haakon E. Liekefett New York kliekefett@sidley.com

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

New Board Appointments

10X Genomics (NASDAQ: TXG)

Appoints Sarah Teichmann to the Board of Directors. Ms. Teichmann is the Professor of Stem Cell Medicine

Cabot (NYSE: CBT)

Appoints Thierry Vanlancker to the Board of Directors. Mr. Vanlancker is the former Chief Executive Officer at AkzoNobel N.V.

Comfort Systems USA (NYSE: FIX)

Appoints Gaurav Kapoor to the Board of Directors. Mr. Kapoor is the Chief Financial & Chief Operations Officer at AECOM.

Dril-Quip (NYSE: DRQ)

Appoints Benjamin Fink to the Board of Directors. Mr. Fink is the Chief Financial Officer at Anadarko Petroleum.

FMC (NYSE: FMC)

Appoints John Raines to the Board of Directors. Mr. Raines is the President at Paris Bancshares.

Jacobs Solutions (NYSE: J)

Appoints Mary Jackson to the Board of Directors. Ms. Jackson is the former Vice Admiral at the U.S. Navy.

Lightwave Logic (NASDAQ: LWLG)

Appoints Yves Le Maitre to the Board of Directors. Mr. Le Maitre is the former Chief Executive Officer at Astrobeam.space.

Malibu Boats (NASDAQ: MBUU)

Steven Menneto named CEO and he is appointed to the Board of Directors. Mr. Menneto is the former Division President Off-Road Vehicle and Motorcycle.

Onto Innovation (NYSE: ONTO)

Appoints Stephen Schwartz to the Board of Directors. Mr. Schwartz is the Chief Executive Officer at Azenta.

Parker-Hannifin (NYSE: PH)

Appoints Jean Savage to the Board of Directors. Ms. Savage is the Chief Executive Officer at Trinity Industries.

Veralto (NYSE: VLTO)

Appoints Vijay Sankaran to the Board of Directors. Mr. Sankaran is the Chief Technology Officer at Johnson Controls.

Weatherford Int’l (NASDAQ: WFRD)

Appoints Steven Beringhause to the Board of Directors. Mr. Beringhause is the former Chief Technology Officer at Sensata Technologies.

Westlake (NYSE: WLK)

Jean-Marc Gilson named CEO and he is appointed to the Board of Directors. Mr. Gilson is the former Chief Executive Officer at Mitsubishi.

THIERRY VANLANCKER

MARY JACKSON

JEAN SAVAGE

Resignations/Retirements

American Vanguard (NYSE: AVD)

Eric Wintemute to retire as Chair of the Board and as Chief Executive Officer.

Ball Corp (NYSE: BALL)

Georgia Nelson retires from the Board of Directors. Ms. Nelson is the former Chief Executive Officer at PTI Resources.

Entegris (NASDAQ: ENTG)

Jim Anderson resigns from the Board of Directors. Mr. Anderson is the Chief Executive Officer at Coherent.

Global Industrial (NYSE: GIC)

Barry Litwin resigns as CEO and from the Board of Directors. Mr. Litwin is the former Chief Executive Officer at Adorama.

Helios Technologies (NYSE: HLIO)

Josef Matosevic departs as CEO and from the Board of Directors. Mr. Matosevic is the Chief Operating Officer at Manitowoc Foodservice Company.

Silgan (NYSE: SLGN)

Kimberly Fields resigns from the Board of Directors. Ms. Fields is the Chief Executive Officer at ATI

ERIC WINTEMUTE

KIMBERLY FIELDS

New Board Appointments

Eos Energy (NASDAQ: EOSE)

Appoints Greg Nixon to the Board of Directors. Mr. Nixon is the Managing Director and Senior Legal Counsel at Cerberus Capital.

Novanta (NASDAQ: NOVT)

Appoints Mary Katherine Ladone to the Board of Directors. Ms. Ladone is the former Corporate Officer and SVP Corporate Development

New Board Appointments Resignations/Retirements

QuantumScape (NYSE: QS)

Frank Blome resigns from the Board of Directors. Mr. Blome is the Chief Executive Officer at PowerCo.

MARY KATHERINE LADONE

FRANK BLOME

New Board Appointments

NetGear (NASDAQ: NTGR)

Appoints Laura Orvidas to the Board of Directors. Ms. Orvidas is the Chief Executive Officer at onXmaps.

ONE Gas (NYSE: OGS)

Appoints Sanjay Meshri and Yves Siegel to the Board of Directors. Mr. Meshri is the former Chair of the Board at Advance Research Chemicals and Mr. Siegel is the Principal at Siegel Asset Management Partners.

Waste Connections (NYSE: WCN)

Appoints Cherylyn Harley LeBon to the Board of Directors. Ms. LeBon is a Partner at Womble Bond Dickinson Law Firm.

LAURA ORVIDAS

New Board Appointments

Centerspace (NYSE: CSR)

Appoints Jay Rosenberg to the Board of Directors. Mr. Rosenberg is the former Head of Public Real Assets at Nuveen.

DigitalBridge (NYSE: DBRG)

Appoints Ian Schapiro to the Board of Directors. Mr. Schapiro is a Senior Advisor at Oaktree Capital.

Dynex Capital (NYSE: DX)

Appoints Smriti Popenoe to the Board of Directors. Ms. Popenoe is the CoCEO

Farmland Partners (NYSE: FPI)

Appoints Bruce Sherrick to the Board of Directors. Mr. Sherrick is a Professor at the University of Illinois.

Iron Mountain (NYSE: IRM)

Appoints Andre Maciel to the Board of Directors. Mr. Maciel is the Chief Financial Officer at Kraft Heinz.

Lincoln Educational Srvs (NASDAQ: LINC)

Appoints Anna Escobedo Cabral and Marta Newhart to the Board of Directors. Ms. Cabral is the former Treasurer of the USA and Ms. Newhart is the Chief Marketing Officer at APCO Worldwide.

Macerich (NYSE: MAC)

Re-appoints Diana Laing the Board of Directors. Ms. Laing is the former Chief Financial Officer at American Homes 4 Rent.

Phillips Edison (NASDAQ: PECO)

Appoints Devin Murphy to the Board of Directors. Mr. Murphy is the former President and CFO at Phillips Edison.

Public Storage (NYSE: PSA)

Appoints Maria Hawthorne to the Board of Directors. Ms. Hawthorne is the former President and Chief Executive Officer at PS Business Parks.

Stag Industrial (NYSE: STAG)

Appoints Vicki Lundy Wilbon to the Board of Directors. Ms. Lundy Wilbon is the President Real Estate Development at The Integral Group.

Welltower (NYSE: WELL)

Appoints Andrew Gundlach to the Board of Directors. Mr. Gundlach is the Co-CEO at Bleichroeder LP.

ANDRE MACIEL

SMRITI POPENOE

MARIA HAWTHORNE

New Board Appointments

American Realty Investors (NYSE: ARL)

Bradford Phillips resigns from the Board of Directors.Mr. Phillips is the Chair of the Board and Chief Executive Officer at LBL Group of Insurance Companies.

Transcontinental Realty Investors (NYSE: TCI)

Bradford Phillips resigns from the Board of Directors. Mr. Phillips is the Chair of the Board and Chief Executive Officer at LBL Group of Insurance Companies.

BRADFORD PHILLIPS

Technology

New Board Appointments

Atlassian (NASDAQ: TEAM)

Appoints Scott Belsky to the Board of Directors. Mr. Belsky is the Chief Strategy Officer & EVP Design & Emerging Products at Adobe

Cerus (NASDAQ: CERS)

Appoints Dean Gregory to the Board of Directors. Mr. Gregory is the former President Global Commercial Operations Med Tech at Fresenius Kabi.

Eaton (NYSE: ETN)

Appoints Karenann Terrell to the Board of Directors. Ms. Terrell is the former Chief Digital & Technology Officer at GSK.

GoodRx (NASDAQ: GDRX)

Appoints Ian Clark to the Board of Directors. Mr. Clark is the former Chief Executive Officer at Genentech.

Harmonic (NASDAQ: HLIT)

Appoints Neel Dev to the Board of Directors. Mr. Dev is the Chief Financial Officer & Chief Revenue Officer at Congruex.

Intuit (NASDAQ: INTU)

Appoints Forrest Norrod to the Board of Directors. Mr. Norrod is the EVP & GM DataCenter Solutions Business at AMD.

Jack Henry & Assoc (NASDAQ: JKHY)

Appoints Tammy LoCascio and Lisa Nelson to the Board of Directors. Ms. LoCascio is the Chief Operating Officer at First Horizon and Ms. Nelson is the President

JFrog (NASDAQ: FROG)

Appoints Luis Visoso to the Board of Directors. Mr. Visoso is the Chief Financial Officer at Unity Software.

Marqeta (NASDAQ: MQ)

Appoints Mark Graf to the Board of Directors. Mr. Graf is the former Chief Financial Officer at Discover Financial.

Nextdoor (NYSE: KIND)

Appoints Elisa Steele to the Board of Directors. Ms. Steele is the former Chair of the Board and Chief Executive Officer at Namely.

Open Text (NASDAQ: OTEX)

Appoints Annette Rippert to the Board of Directors. Ms. Rippert is the former Group Chief Executive Strategy & Consulting at Accenture plc.

Paycom Software (NYSE: PAYC)

Appoints Archana Vemulapalli to the Board of Directors. Ms. Vemulapalli is the VP Global Commercial Sales at Advanced Micro Devices.

FORREST NORROD

KARENANN TERRELL

ELISA STEELE

New Board Appointments

QXO (NASDAQ: QXO)

Appoints Jared Kushner to the Board of Directors. Mr. Kushner is the Founder at Affinity Partners.

Shutterstock (NYSE: SSTK)

Appoints Jaime Teevan to the Board of Directors. Ms. Teevan is the Chief Scientist & Technical Fellow at Microsoft.

SunPower (NASDAQ: SPWR)

Appoints Marc-Antoine Pignon to the Board of Directors. Mr. Pignon is a Managing Director at TotalEnergies Renewables USA.

JAIME TEEVAN

Resignations/Retirements

Allegro MicroSystems (NASDAQ: ALGM)

Kojiro Hatano resigns from the Board of Directors. Mr. Hatano is the General Manager of U.S. Business Enhancement at Sanken Electric.

Clarivate (NYSE: CLVT)

Richard Roedel resigns from the Board of Directors. Ms. Roedel is the former Chair of the Board and Chief Executive Officer at BDO Seidman.

D-Wave Quantum (NYSE: QBTS)

Philip Adam Smalley resigns from the Board of Directors. Mr. Smalley is the Managing Director at PSP.

Logitech Int’l (NASDAQ: LOGI)

Patrick Aebischer and Wendy Becker to leave the Board of Directors. Mr. Aebischer is the former President at École Polytechnique Fédérale de Lausanne and Ms. Becker is the former CEO at Jack Wills LTD.

Manhattan Associates (NASDAQ: MANH)

Deepak Raghavan resigns from the Board of Directors. Mr. Raghavan is the Co-Founder at Manhattan Associates and Adjunct Professor at Georgia State University.

PROS (NYSE: PRO)

Carlos Dominguez resigns from the Board of Directors. Mr. Dominguez is the former Vice Chair

SmartRent (NYSE: SMRT)

Lucas Haldeman resigns as CEO and from the Board of Directors. Mr. Halderman is the former Chief Technology and Marketing Officer at Colony American Homes

Workday (NASDAQ: WDAY)

Christa Davies resigns from the Board of Directors. Ms. Davies is the Chief Financial Officer at Aon plc.

KOJIRO HATANO

CHRISTA DAVIES

New Board Appointments

AMC Networks (NASDAQ: AMCX)

Appoints Chris Cox to the Board of Directors. Mr. Cox is the Principal at Cox LLC Law Firm.

Turtle Beach (NASDAQ: HEAR)

Appoints Elizabeth Bush to the Board of Directors. Ms. Bush is the Global Head Media & Entertainment Partnerships at Creative Artists Agency.

CHRIS COX

Board Appointments July 2024

Private Corporations

Cellarity

Appoints Percy Carter to the Board of Directors. Dr. Carter is the Chief Scientific Officer at Blueprint Medicines.

Collectivce Health

Appoints Halle Tecco to the Board of Directors. Ms. Tecco is the Founder and former CEO at Rock Health.

Crytica Security

Appoints Ken Bible to the Board of Directors. Mr. Bible is the former CISO for the US Department of Homeland Security.

GrowthLoop

Appoints Mookie Betts to the Board of Directors. Mr. Betts is a Major League Baseball All-Star.

IotaComm

Appoints Robert DeJean to the Board of Directors. Mr. DeJean is the founder of SYSTECH International.

Luchbox

Appoints James Walker to the Board of Directors. Mr. Walker is the CEO at Frisch’s Big Boy.

Nextiva

Appoints Karen Walker to the Board of Directors. Ms. Walker is the former CMO at Intel and Cisco.

Paytronix

Appoints Jimmy Fortuna to the Board of Directors. Mr. Fortuna is the Chief Product Officer at Enverus.

PECA Labs

Appoints Joseph Bavaria to the Board of Directors. Mr. Bavaria is the Chair of Cardiac Surgery at Jefferson Health and Executive Director of the Jefferson Heart and Vascular Institute.

MOOKIE BETTS

KAREN WALKER

JIMMY FORTUNA

June 2024 Board Appointments Corporation Index

Adolph, Gerald

June 2024 Board Appointments Director Index

Aebischer, Patrick

Belsky, Scott

Borden, William

Bowers, Treasa

Burger, Barbara 40

Burgess, Ernest 46

Burns, William 35

Bush, Elizabeth 58

Cabral, Anna Escobedo 53

Callahan, Andrew

Catz, Safra

.37

Cisneros, Adriana 34

Clark, Ian 55

Clarke, Andrew 35

Clement, Paul 41

Cooper, Ron 34

Cox, Chris

Davies, Christa

Desai, Chirantan 37

Dev, Neel 55

Dhruv, Mitesh 34

Diller, Barry 39

Dominguez, Carlos 57

East, Stephen.

Edmundson, Tina 35

Evanko, Brian 37

Exton, Michael 44

Fealy, Robert 37

Feinberg, David 44

Fields, KImberly.

Fink, Benjamin

Flur, Dorlisa King

Franchini, Indrani

Gang, Jeanne

Gangwal, Rakesh

Gasaway, Sharilyn

Gillani, aleem

Gilson, Jean-Marc

Graf, Mark

Kojiro

Hauwermeiren, Tim Van

Hawthorne, Maria

Hendra, Carla

Herman, Alexis

Hinton, James

Ingram, Kim

Joustra, Wouter

Kapoor, Gaurav

Karam, Tom

Kuczinski, Anthony

Kushner, Jared

LaSala, Chrisitne

Ladone, Mary Katherine

Laing, Diana

LeBon, Cherylyn

Lehane, Chris