2024 Corporate Governance Yearin Review.
AMessagefromtheCEOofBoardProspects
BoardProspectscomispleasedtosharewithyouour“Corporate Governance2024 AYearinReview”Thisuniquepublicationcaptures theyear’smostsignificantgovernancenewsandtopicsastoldthrough theweeklypollsofourMembers representingthemostprestigious communityofboardmembersandc-suiteexecutivesintheworld.
WhetheritwasElonMusk'sproposedcompensationpackage,activist investorengagementsatDisneyandSouthwestAirlines,orthe boardroomturmoilatIntel,2024hadplentyofbigstoriesincorporate governance.
Someofthemostengaged-withpollsoftheyearhighlighttheevolvingprioritiesandareasof focusincorporategovernance.Theongoingdialogueaboutboardresponsibility spanning fromcoachingCEOstoelevatetheirperformancetotheroleofactivistinvestors highlighted anongoingdebateastothebestwaytostrengthenaccountabilityandbroadenimpact Complexethicalandoperationaldilemmas,suchassimultaneousboardserviceleadingto conflictsofinterestandthechallengesofnavigatingfounder-ledcompanydynamics,also capturedattention.Additionally,externalpressureslikesupplychaindisruptionsand leadershiptransitionsatmajorcorporationssparkedcallsforstrategicoversight,while generationalandpolicyshifts,suchasBiden'swithdrawalfromthepresidentialrace, encouragedboardstoreconsidergovernancefundamentalslikemandatoryretirementages TheassassinationofUnitedHealthcare'sCEO,BrianThompson,promptedquestionsasto securitymeasuresneededtoprotectexecutives.
Onthepageswhichfollowyouwillseetheresultsofourweeklypollswhereourcommunity weighedinonthesetopicsaswellascorporategovernancetrendsinartificialintelligence, directortermlimits,andmuchmore
PleaseenjoythiscomplimentarypublicationofBoardProspects!
MarkRogers FounderandCEO
BoardProspects com
JANUARY 4, 2024
If there was a cyber attack which shut down the internet, how would your board/c-suite be able to function?
JANUARY 12, 2024
Of the following, which do you believe is most likely to be the significant corporate governance story of 2024?
Collapseofalargefinancial institution(ex SVBin2023)
Awell-knowncompanyexposed asfraudulent(ex Theranos,FTX)
3boards)
JANUARY 18, 2024
Elon Musk went to X this week to publicly push for 25% voting control at Tesla as part of his new compensation package. If asked today, would you join Tesla's board?
JANUARY 25, 2024
Do you view activist investors as a positive catalyst to improve the standard of corporate governance in the U.S.?
FEBRUARY 1, 2024
The judge who rejected Elon Musk’s $56 billion compensation package at Tesla likened the board to “supine servants of an overweening master.” Do you agree?
FEBRUARY 8, 2024
David Viniar worked at Goldman Sachs for more than three decades including 13 years as CFO. He was just appointed as the company's new Lead Independent Director. Is it time for the exchanges to step back and look at what qualifies as "independent"?
FEBRUARY 15, 2024
As the advanced age of board members continues to be a concern, should a corporation's shareholders convene a representative committee to interview board members once a year to ascertain their cognitive abilities?
FEBRUARY 22, 2024
What do you believe will have a bigger impact on corporate boards this year the U.S. presidential election or geopolitical events outside the U.S.?
U.S.presidential election Geopoliticalevents outsidetheU.S.
HavetheChairspeak withtheCEO
Noactionnecessary Requestaboard meetingtodiscuss
MARCH 7, 2024
FEBRUARY 29, 2024
Kellogg's faced significant backlash this week after CEO Gary Pilnick was labeled as "tone deaf" for stating in an interview that cereal is an affordable solution when consumers are under pressure. If you served on Kellogg's board, what action would you take?
As part of a proposed rescue financing deal announced this week for New York Community Bancorp (NYCB), seven of NYCB's 12 board members will be replaced, and the board will be reduced to nine members. Does such a turnover suggest the board (or part of it) is to blame for the company's financial turmoil?
MARCH 14, 2024
Do you believe it is the board's responsibility to coach their CEO to a higher degree of performance?
MARCH 21, 2024
If you were a Disney shareholder, whose side would you take in the current proxy fight between Disney's board and activist investors Trian Fund/Blackwells Capital?
Disney'sBoardof Directors
TrianFund/Blackwells Capital
MARCH 28, 2024
In response to what many describe as an ongoing safety crisis, Boeing announced this week that President and CEO David Calhoun will step down at the end of 2024. As a Boeing shareholder, would you also want a "board reset"?
APRIL 4, 2024
Earlier this week, two members of Warner Bros. Discovery's Board of Directors resigned amid an ongoing DOJ investigation of antitrust violations due to their simultaneous service on the board of Charter Communications, a competitor to Warner Bros. If you were a shareholder in either of these companies, would you want the entire board to resign for allowing this to occur?
The DOJ acknowledged this week that it is investigating incidents of AI competitors "sharing board members" in violation of US antitrust law Do you believe that most institutional investors understand the board resumes of the individuals serving on the boards of their portfolio companies?
APRIL 18, 2024
In a filing this week, Tesla said it will ask shareholders at the company's June Annual Meeting to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware earlier this year If you were a Tesla shareholder, would you approve or deny this compensation request?
APRIL 25, 2024
As a board member, which is a more concerning topic for you during the next two years Artificial Intelligence or geopolitical events?
MAY 2, 2024
The WSJ reported this week that the FTC has approved ExxonMobil's $60 billion acquisition of Pioneer Natural Resources provided former Pioneer CEO Scott Sheffield, who is alleged to have engaged in collusion on oil pricing, is not added to ExxonMobil's board. If you were on the nominating committee of another energy company, would you now consider adding Sheffield to your board?
Recent reports indicate that the huge data centers necessary for AI development are leaving a substantial carbon footprint due to their high electricity usage. Do board members of large tech companies involved in AI development have a credibility problem when it comes to sustainability and climate impact?
MAY 16, 2024
Would you support an initiative which requires the board members of a publicly traded company to also serve on the board of a non-profit which is financially supported by the company?
Tenneco, a Fortune 500 corporation, announced this week that former Governor of New Jersey, Chris Christie, has been appointed to its Board of Directors. Do you believe former politicians may be too polarizing to serve on the board of a publicly traded corporation?
MAY 30, 2024
At its annual meeting this week, ExxonMobil successfully rebuffed a proposal from dissident shareholders seeking to remove 2 directors as punishment for the company's lawsuits against climate-focused investors After ExxonMobil's victory, George Georgiev, a professor at Emory School of Law, said the vote will “have a chilling effect” on future proposals and “reward Exxon’s bad behavior.” Do you agree?
JUNE 6, 2024
Earlier this week Equilar reported that media CEO compensation within the S&P 500 rose 12.6% last year to $16.3 million. Do you believe boards are more concerned about losing their CEO to another company's higher compensation package than they are about the disparity between their CEO's pay and the average employee pay?
JUNE 13, 2024
Activist investor Elliott Investment Management announced earlier this week that it has invested $1.9 billion in Southwest Airlines In Elliott's letter to Southwest, Elliott faults the company for not having any board members with external airline experience. Do you believe such lack of experience is a mistake?
JUNE 20, 2024
Is it appropriate for a board of directors to have a rule which requires all of its directors to have their social media postings approved in advance by the Corporate Secretary and/or Chief Legal Officer?
JUNE 27, 2024
Earlier this week Goldman Sachs announced that it had appointed Hess CEO John Hess to its Board of Directors. This announcement comes as Goldman is currently advising Hess' company on its $53 billion acquisition by Chevron. Do you believe it is possible that Hess' appointment to Goldman's board could have been a sweetener to incentivize Hess to hire Goldman as their advisor in the Chevron transaction?
JULY 4, 2024
According to a report from Barclays, in the first half of 2024 shareholder activists in the U.S. won only 11% of the board seats they sought (down from 65% during the same time period in 2023) Do you view this as a positive or negative development?
JULY 11, 2024
What do you believe is the most significant impediment to board refreshment?
18, 2024
Should the review of a prospective board candidate’s prior board service include a summary of that company’s performance and stock valuation during the candidate’s tenure on the board?
JULY 25, 2024
Do you believe the decision by President Biden to drop out of the presidential race should cause corporate boards without a mandatory retirement age to revisit the issue?
AUGUST 1, 2024
Boeing announced this week that it hired Robert Ortberg as its new CEO Ortberg is the former CEO at aerospace manufacturer Rockwell Collins and has a background in mechanical engineering Did Boeing's board get this right, or should it have hired someone from the airline industry?
AUGUST 8, 2024
As a board member of a publicly traded company, when would you expect to hear from the company's CEO/CFO in a stock market sell-off like that which occurred earlier this week?
Onlyifitimpacted
Duringthesell-off
Wouldn'texpectto hearfromthem
AUGUST 15, 2024
Harley-Davidson announced this week that it is reviewing the company's DEI policies after facing significant consumer backlash. Should a company's DEI policies be fully vetted by the board of directors before implementation?
AUGUST 22, 2024
Paytm, a large digital payments firm in India, made international headlines this week when it announced that due to widening losses at the company it was reducing annual board member compensation from $246,000 to $57,000. Should U.S. corporations adopt rules for decreasing board member compensation if certain financial targets are not met?
Moreenticing boardcandidate
Lessenticing boardcandidate
SEPTEMBER 5, 2024
AUGUST 29, 2024
Lip-Bu Tan, a semiconductor industry veteran, suddenly resigned this week from the board of directors at Intel over reported differences with the CEO and other board members regarding the company's risk-averse culture and lagging AI strategy. Does such a move by Tan make him a more enticing board candidate or less enticing board candidate?
The Wall Street Journal reported this week that in the ongoing dispute between CrowdStrike and Delta Air Lines, the chairman of CrowdStrike’s board reached out to one of Delta's board members to see if a resolution could be reached Is such outreach by CrowdStrike's chairman appropriate?
Onlyauthorized bycounsel
Although Boeing has had a rough few years, its main competitor Airbus has come under criticism for not being able to take advantage of Boeing's troubles to take a larger share of the market. Which board of directors do you believe has underperformed the most during the past few years?
SEPTEMBER 19, 2024
Earlier this week, the independent board members of 23andMe resigned from the board of directors due to a disagreement with the company's co-founder and CEO over the strategic direction of the company The company's problems and financial challenges have been well-documented for close to 9 months Do you view these board resignations as "we tried our best" or are they just running away from a problem and trying to limit their own liability exposure?
Financial Times reported this week that there are 35 “zombie” board members at 27 US-based Russell 3000 companies. These are board members who failed to win at least 50 percent support from shareholders and yet remain on the board. Should the SEC require board members who do not receive 50% support from shareholders to immediately resign from the board of directors?
OCTOBER 3, 2024
As a board member, if you had a question on the impact of the current port strike on your company's supply chain, who would you ask?
AsktheCEO
Iwouldexpecttohear fromManagementfirst
AsktheChair
AsktheCorporate Secretary
OCTOBER 10, 2024
At this week's Summit of the National Association of Corporate Directors, Amy Wilkinson, a well-known and highly regarded technology expert and member of faculty at Stanford Graduate School of Business, said that Artificial Intelligence is "bigger than the creation of the printing press " Do you believe boards of directors share this view about AI?
OCTOBER 17, 2024
An Op/Ed in The Financial Times this week suggested that because of turmoil at companies like OpenAI, Tesla, and WeWork, many individuals are declining board opportunities at founder-led businesses. Would you accept a board seat at a promising (early stage) founder-led company?
24, 2024
Four former Intel board members published an op/ed this week criticizing Intel's current board and management for the company's recent earnings report and advocating for a split of Intel into 2 businesses. Do you believe such an op/ed is appropriate by former board members of the company?
OCTOBER 31, 2024
In a filing last week, it was disclosed that the board members of Southwest Airlines are not only compensated for their service with cash ($90,000) and equity ($170,000), they and their family members also receive free travel on Southwest and 50 one-way “unrestricted” free Southwest flight passes annually Do you believe this is excessive?
Proxy advisory firms have come out these past two weeks urging News Corp's investors to support a "non-binding proposal" from activist investor, Starboard Value, to remove the company's dual-class voting structure. Is it time for the SEC and/or the exchanges to preclude corporations from having a dual-class voting structure and affirm the "one vote per share principle"?
Yes--prohibitthedual classvotingstructure
No--allowforthedual classvotingstructure
NOVEMBER 14, 2024
What should be the top initiative of the Trump Administration to improve corporate governance in the United States?
Directorterm limits/retirementage
Removalofdual-class votingstructures
Directorterm limits/retirementage
Other(add inComments)
NOVEMBER 21, 2024
The New York Times published an article this week about the high compensation and excessive perks for executives of the National Association of Realtors. To help prevent situations like this, should the IRS require non-profit associations to have a majority of board members not be members of the association?
NOVEMBER 28, 2024
Macy's disclosed this week that it had discovered that an employee had intentionally hidden as much as $154 million in expenses during the past three years If you were serving on the Board of Directors, do you believe the fact that this event occurred means someone from the csuite needs to be terminated?
In response to this week's horrific assassination of United Healthcare's CEO, Brian Thompson, should board members of large public and private corporations request an immediate assessment of the security measures in place for their executives?
12, 2024
As a board member, do you believe that your boardrelated communications (e.g., video, phone, emails, etc.) with other board members and the c-suite are secure?
Economy
NewPresidential Administration
Geopoliticalmatters
Other(sharein comments)
What do you believe is the most concerning issue facing corporate directors in 2025?
DECEMBER 26, 2024
Elon Musk and Nelson Peltz have been significant sources of news stories in corporate governance this past year. Do you believe either of these individuals is improving the standards for good corporate governance?
