Board Recruitment January 2024 by BoardProspects

Board Recruitment

JANUARY 2024 ISSUE

A PUBLICATION OF BOARDPROSPECTS.COM

OpenAI – A Failure in Board Composition or Structure?

Also Inside... Kohl’s Appoints Wendy Arlin to the Board of Directors

Coming in February

100 Black Board Members Making a Difference

John Tien Joins Board of Union Pacific

IBM Appoints Marianne Brown to the Board of Directors

TABLE OF CONTENTS

Page

A Message from the CEO of BoardProspects................................................................................................ 3 Featured Articles 100 Company Study of 2023 Disclosure on Pay versus Performance

Results..................................................................................................................................................... .4 On the 2024 board agenda.....................................................................................................12 Blind Spots in the Boardroom................................................................................................23 OpenAI – A Failure in Board Composition or Structure?....................................30 Latest Board Appointments & Departures Publicly Traded Corporations

Basic Materials................................................................................................................................ 34 Consumer Discretionary.......................................................................................................... 35 Consumer Staples........................................................................................................................ 40

Energy......................................................................................................................................................41

Finance................................................................................................................................................. 43 Healthcare...........................................................................................................................................47 Industrials.............................................................................................................................................51

Miscellaneous...................................................................................................................................54 Public Utilities....................................................................................................................................56 Real Estate..........................................................................................................................................57

Technology........................................................................................................................................ 59 Private Corporations...............................................................................................................................62 Corporation Index.......................................................................................................................................................... 64 Director Index.....................................................................................................................................................................67

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A Message from the CEO of BoardProspects Welcome to the January 2024 issue of Board Recruitment – a monthly

e-publication of BoardProspects.com! In this issue we examine one of 2023’s biggest business stories – the firing and rehiring of OpenAI’s Founder and CEO, Sam Altman. In a drama which played out over the course of less

than a week, OpenAI came to be seen as nothing short of an unmitigated corporate governance disaster. But in its aftermath, the source of this debacle is the subject of many discussions in the world of corporate

governance. We use this opportunity to take a look at who is to blame –

OpenAI’s board, the company’s unique corporate structure – or perhaps, both.

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

• an examination from Compensation Advisory Partners of 2023 disclosure on pay vs. performance results;

• an insightful analysis from Protiviti on blind spots in the boardroom; and • an overview from KPMG of 9 issues which boards should keep in mind as they look at their 2024 agenda.

Please enjoy this complimentary issue of Board Recruitment!

Mark Rogers

Founder and CEO

BoardProspects.com

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100 Company Study of 2023 Disclosure on Pay versus Performance Results Policy Surveys By Margaret Engel, Louisa Heywood, and Rebecca Friday

The SEC completed its implementation of additional proxy disclosure required by the DoddFrank Wall Street Reform and Consumer Protection Act by issuing final rules for disclosure of the relationship between executive “Compensation Actually Paid” and company financial performance. The new disclosure was required for fiscal years ending on or after December 16, 2022, so it typically appeared for the first time in proxy statements issued in 2023. Compensation Advisory Partners analyzed disclosures made by 100 prominent companies to understand the relationship between CEO compensation and performance over a threeyear period. The results of the study indicate that total shareholder return is an important driver, but other factors play a role as well. Companies are now required to provide a table that compares pay reported in the Summary Compensation Table for the CEO and the average of other Named Executive Officers to Compensation Actually Paid to these executives as well as to three performance metrics: Total Shareholder Return (TSR), Net Income, and a Company Selected Measure that represents the most important metric used to link company performance and Compensation Actually Paid. In 2023 proxy statements, most companies were required to provide three years of data, which will extend to four years in 2024 and five years in 2025. Compensation Actually Paid differs from pay reported in the Summary Compensation Table in several respects. The key difference involves the treatment of equity. In the Summary Compensation Table, equity is valued at the date of grant and only equity granted in that particular year is reported.

Paid. In subsequent years, only the incremental change in value is included to avoid doublecounting. As a result, Compensation Actually Paid can be a negative number when stock price declines. The SEC’s decision to require companies to report TSR alongside Compensation Actually Paid was important. Obviously, TSR is a critical performance metric for investors. TSR also has the advantage of being one of the few metrics that is directly comparable between companies, regardless of industry or size.

In contrast, for Compensation Actually Paid, outstanding unvested equity which normally includes grants made over a three- to five-year period is re-valued each year at the earlier of the date of vesting or the fiscal year end. In the initial year of an equity grant, the entire grant is re-valued at year end (or the date of vesting, if earlier) and included in Compensation Actually ©BoardProspects, Inc. 2010-2024. All rights reserved.

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Key takeaways 1.

TSR performance explained 77% of the variation in CEO compensation for our 100-company sample, but the correlation dropped to 18% when we excluded one company that was a major outlier.

The correlation improved to 35% when both TSR and company revenue size were taken into account.

When 14 outliers were eliminated, leaving a robust sample of 86 companies, the correlation between TSR and revenue to Compensation Actually Paid increased to 50%.

4. Traditional relative Compensation Actually Paid and relative TSR performance rankings demonstrate that the relationship is sound at most companies, which should give investors comfort. 5. The strength of the relationship between compensation and performance varies greatly by industry with Energy and Healthcare showing strong alignment compared to Industrials and Utilities. 6. 15 CEOs in our 100-company sample reported three-year cumulative Compensation Actually Paid of more than $100 million. 7.

For 58% of companies, Compensation Actually Paid exceeded Summary Compensation Table disclosure by 20% or more.

8. Only 5% of companies accumulated less than 80% of the amounts granted according to the Summary Compensation Table over three years.

CAP Analysis: TSR as a Determinant of Compensation Actually Paid CAP analyzed the relationship between three-year cumulative Compensation Actually Paid to CEOs and threeyear TSR in a sample of 100 large companies. We expected to find a strong correlation between Compensation Actually Paid and TSR over the three-year period, since equity is almost always the largest component of CEO compensation and equity values depend directly on TSR. Overall, we found that TSR performance explained 77% of CEO compensation. Although these findings indicate that performance is highly correlated with Compensation Actually Paid, once we eliminated a single outlier, the correlation was weak. To our surprise, TSR performance then ©BoardProspects, Inc. 2010-2024. All rights reserved.

Page 5

compensation and equity values depend directly on TSR. Overall, we found that TSR performance explained 77% of CEO compensation. Although these findings indicate that performance is highly correlated with Compensation Actually Paid, once we eliminated a single outlier, the only correlation To our TSR performance then explained only 18% of the variation in explained 18% ofwas the weak. variation in surprise, CEO compensation for the 99-company sample. Revenue CEO compensation for the 99-company sample. Revenue explained 19% of the variation for this sample. We explained 19% of the variation for this sample. We conclude that factors other than TSR performance – conclude that factors other than TSR performance – for example, industry pay practices, the initial size of CEO for example, industry pay practices, the initial size of CEO packages using the Summary Compensation packages using the Summary Compensation Table and industry TSR the Table methodology, cash compensation levelsmethodology, and industrycash TSRcompensation performance,levels collectively explain performance, collectively explain the majority of the variation observed in Compensation Actually Paid. majority of the variation observed in Compensation Actually Paid. Sample Definition

100 companies in the S&P 500 index that filed proxy statements before March 16, 2023

3-Yr Cumulative CEO COmpensation Actually Paid

3-Yr Cumulative CEO Compensation Actually Paid vs. TSR (n=99) $200,000,000 $180,000,000 $160,000,000 $140,000,000 R² = 18%

$120,000,000 $100,000,000 $80,000,000 $60,000,000 $40,000,000 $20,000,000 $0 $0

$50

$100

$150

$200

$250

$300

$350

3-Yr Cumulative CEO COmpensation Actually Paid

TSR

3-Yr Cumulative CEO Compensation Actually Paid vs. Revenue (n=99) $200,000,000 $180,000,000 $160,000,000

R² = 19%

$140,000,000 $120,000,000 $100,000,000 $80,000,000 $60,000,000 $40,000,000 $20,000,000 $0 $50

$150

$250

$350

$450

$550

Revenue ($billions)

December 11, 2023

Compensation Advisory Partners

Page 6

3-Yr Cumulative CEO COmpensation Actually Paid

We reviewed the sample and removed 13 outliers, which we defined as companies with more than a 50% differential in the percentile ranking of Compensation Actually Paid and relative TSR performance. In the chart shown below, the outliers are indicated by a red x. A glance at the chart shows that these companies either had very high or low levels of Compensation Actually Paid compared to TSR performance. This refinement significantly improved the correlation between Compensation Actually Paid to CEOs and relative TSR performance. Correlation to 41% from 18%. The significance of This refinement significantly improved the correlationimproved between Compensation Actually Paid to CEOs and revenue actually fell to 14% from 19%. While factors other than TSR clearly are responsible for relative TSR performance. Correlation improved to 41% from 18%. The significance of revenue actually much fell of the variation observed in CEO compensation from company to company and across industries, to 14% from 19%. While factors other than TSR clearly are responsible for much of the variation observed in TSR performance still has a substantial influence on executive compensation. CEO compensation from company to company and across industries, TSR performance still has a substantial influence on executive compensation. We also performed a multiple regression analysis to understand the relationship between Compensation Actually Paid, TSR and company revenue size. The correlation improved to 35% Wethe alsofull performed multiple regression analysis understand the relationship between Compensation for sampleaexcluding the single outliertowhen both variables were taken into account. Actually Paid, and company revenue size. The correlation improved to 35% for the full sample excluding the Excluding theTSR additional 13 outliers defined above, the correlation improves to 50%. This finding single outlier when bothcomfort variablesthat wereintaken account. Excluding the additional 13 outliers defined above, should give investors mostinto cases the system is working reasonably well. the correlation improves to 50%. This finding should give investors comfort that in most cases the system is working reasonably well.

$250,000,000

3-Yr Cumulative CEO Compensation Actually Paid vs. TSR [Excluding 14 Outliers]

$200,000,000

$150,000,000 R2 = 41% $100,000,000

$50,000,000

$0 $0

$50

$100

$150

$200

$250

$300

$350

TSR

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CAP Analysis: TSR as a Determinant of Compensation Actually Paid

CAP Analysis: Relative Pay and Performance Rankings

In addition to regression analyses, we prepared a more traditional examination of pay and performance by determining position of both Compensation Paid and In addition to regression analyses,the wepercentile prepared a more traditional examination of pay Actually and performance byTSR for each company in ourposition sampleof both Compensation Actually Paid and TSR for each company in our determining the percentile sample 3-Year Cumulative CEO Compensation Actually Paid percentile 100%ile

60%ile 0%ile

20%ile

40%ile

60%ile

80%ile

100%ile

20%ile

TSR Performance percentile

80%ile

0%ile

On a positive note, two-thirds of our sample of 100 companies reasonably aligned pay and performance On a positive note, two-thirds of our sample of 100 companies reasonably aligned pay high – delivering relatively low CEO Compensation Actually Paid for lower TSR performance or relatively and performance – delivering relatively low CEO Compensation Actually Paid for lower TSRin the Compensation Actually Paid for higher TSR performance. We note that only 17 out of 100 companies performance or relatively high Compensation Actually Paid for higher TSR performance. We sample fall into the upper left-hand quadrant. This means that relative to other companies these companies note that only 17 out of 100 companies in the sample fall into the upper left-hand quadrant. This pay more and have weak relative TSR performance, resulting in a misalignment between CEO pay and TSR means that relative to other companies these companies pay more and have weak relative TSR performance. Inresulting our view, in this supports the process committeesInuse set CEO performance, a outcome misalignment between CEOboard pay compensation and TSR performance. ourtoview, this compensation. A majority of companies are paying higher levels of Compensation Actually Paid for strong TSR outcome supports the process board compensation committees use to set CEO compensation. lower levelsare for weak TSRhigher performance, or Compensation simply paying conservatively relative to otherTSR S&P Aperformance majority ofor companies paying levels of Actually Paid for strong 500 companiesor even though TSR performance is strong. performance lower levels for weak TSR performance, or simply paying conservatively relative to other S&P 500 companies even though TSR performance is strong.

CAP Analysis: The Relationship between Compensation Actually Paid and CAP The Relationship between Compensation Actually Paid and TSR Analysis: by Industry TSR by Industry

We drilled down and examined the relationships between CEO Compensation Actually Paid and TSR performance in sixand different industrythe groups within the between original 100-company sample. The results are We drilled down examined relationships CEO Compensation Actually Paid and summarized below with plotsindustry for eachgroups of thesewithin industry groups provided in the Appendix. TSR performance in sixscatter different the original 100-company sample. The results are summarized below with scatter plots for each of these industry groups provided in the Appendix. We found large disparities between industries in the extent to which CEO Compensation Actually Paid correlated to TSR performance. The Energy and Health Care industries demonstrated the highest correlations. We found large disparities between industries50% in the extent to which CEO Compensation Actually In each, TSR performance explained approximately of the variation in CEO Compensation Actually Paid correlated to TSR performance. The Energy and Health Care industries demonstrated the Paid. Conversely, Industrials and Utilities firms exhibited effectively no correlation between TSR and CEO highest correlations. In each, TSR performance explained approximately 50% of the variation in CEO Compensation Actually Paid. Compensation Actually Paid. Interestingly, companies in the Energy and Healthcare industries also reported among the highest levels of Conversely, Industrials and Utilities firms exhibited effectively no correlation between TSR and CEO CEO Compensation Actually Paid, on average. In contrast, Utilities companies paid the lowest on average. The average company in the Materials sample paid about equal to the average reported by the entire 100-company sample.

Note that the initial disclosure period of 2020 – 2022 corresponded with the Covid-19 pandemic and a period

Page 8

Compensation Actually Paid. Interestingly, companies in the Energy and Healthcare industries also reported among the highest levels of CEO Compensation Actually Paid, on average. In contrast, Utilities companies paid the lowest on average. The average company in the Materials sample paid about equal to the average reported by the entire 100-company sample. Note that the initial disclosure period of 2020 – 2022 corresponded with the Covid-19 pandemic and a period of rising energy prices. Given the macro forces, it stands to reason that Healthcare and Energy would benefit. Conversely, other industries were certainly impacted negatively by supply chain disruptions and government shutdowns, particularly in 2020 and 2021.

Industry Correlation IndustryCorrelation Correlation Industry Industry

Industry Health Care

n= 13

Health Care Energy

Average 3-Year Cumulative R of TSR and CAP of TSR and R2CEO 2

CEO CAP

Average 3-Year Cumulative TSR Total Revenue

CEO CAP 58%

CEO CAP $86M

TSR $154

Total Revenue $120B

13 7

58% 47%

$86M $78M

$154 $178

$120B $133B

Energy Financial Services

7 22

47% 27%

$78M $45M

$178 $108

$133B $50B

Financial Materials Services

22 10

27% 25%

$45M $49M

$108 $130

$50B $47B

Materials Industrials

10 18

25% 6%

$49M $59M

$130 $138

$47B $73B

Industrials Utilities

18 12

6% 3%

$59M $43M

$138 $121

$73B $40B

Utilities

$121

$40B

3% industries with $43M Excludes n≤5 Excludes industries with n ≤ 5

CAP Analysis: CEOs with the Highest Compensation Actually Paid CAP the Highest Compensation Actually PaidPaid CAPAnalysis: Analysis:CEOs CEOswith with the Highest Compensation Actually

We identified 15 CEOs among our 100-company sample whose three-year cumulative Compensation Actually We identified 15 CEOs among our 100-company sample whose three-year cumulative Paid exceeded15$100 million. Moderna’s CEO topped the list withthree-year an eye-popping Compensation Actually Paid We identified CEOs among our 100-company Actually Compensation Actually Paid exceeded $100 sample million.whose Moderna’s CEO cumulative topped theCompensation list with an eyeof almost $957 million, accompanied by an equally eye-popping TSR of $918 earned in three years on an initial Paid exceeded $100 million. Moderna’s CEO topped the list with an eye-popping Compensation Actually popping Compensation Actually Paid of almost $957 million, accompanied by an equally eye-Paid investment of of $100. of almost TSR $957 million, accompanied by years an equally eye-popping TSR of $918 earned in three years on an initial popping $918 earned in three on an initial investment of $100. investment of $100. CEOs with 3-Yr Total CAP > $100M Company CEOs withCEO 3-Yr3-Yr. TotalTotal CAP CAP > $100M 3-Year TSR Industry 2020-2022 2020-2022 Company CEO 3-Yr. Total CAP 3-Year TSR Industry 2020-2022 2020-2022 Moderna, Inc. Health Care $956,792,869 $918 Moderna, Eli Lilly andInc. Company

Health Care

$956,792,869 $191,047,652

$918 $292

Eli Lilly and AbbVie Inc. Company

Health Care

$191,047,652 $180,794,132

$292 $210

AbbVie CharterInc. Communications, Inc.

Health Care Communication Services

$180,794,132 $178,321,400

$210 $70

Charter Communications, Inc. Archer-Daniels-Midland Company

Communication Services Consumer Staples

$178,321,400 $158,894,068

$70 $116

Archer-Daniels-Midland Company IQVIA Holdings Inc.

Consumer Staples Health Care

$158,894,068 $139,013,042

$116 $133

IQVIA Holdings Inc. HCA Healthcare, Inc.

Health Care

$139,013,042 $124,087,502

$133 $166

HCA Healthcare, Inc. Halliburton Company

Health Care Energy

$124,087,502 $117,874,819

$166 $168

Halliburton Company The Coca-Cola Company

Energy Consumer Staples

$117,874,819 $117,277,012

$168 $126

The Coca-Cola Company MSCI Inc.

Consumer Staples Financials

$117,277,012 $113,420,939

$126 $185

MSCI Inc.Electric Company General

Financials Industrials

$113,420,939 $113,396,363

$185 $95

General Electric Company Marathon Petroleum Corporation

Industrials Energy

$113,396,363 $110,158,972

$95 $218

Marathon Petroleum Corporation Carrier Global Corporation

Energy Industrials

$110,158,972 $105,483,250

$218 $317

Carrier Global Corporation EQT Corporation

Industrials Energy

$105,483,250 $104,880,475

$317

EQT Corporation General Dynamics Corporation

Energy Industrials

$104,880,475 $100,402,886

$317 $152

General Dynamics Corporation

Industrials

$100,402,886

$152

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CAP Analysis: Ratio of Compensation Actually Paid to Summary CAP Analysis: Table Ratio Total of Compensation Actually Paid to Summary Compensation Compensation

Compensation Table Total Compensation

As a rule, most CEOs did well in terms of compensation over the past three years, although a significant portion these unvested risk. Foryears, a majority of our sample,portion As a rule, most CEOsofdid well amounts in terms ofremain compensation overand the at past three although a significant Compensation Actually Paid exceeded theFor Summary Compensation Table methodology of these amounts remain unvested and at risk. a majority of our sample, Compensation Actuallyby Paid 20% or more the three-year period. 73% of CEO had or Compensation Actually Paid exceeded theover Summary Compensation TableFully methodology by 20% more over the three-year period. Fully that or Compensation exceeded amounts the Summary Compensation Table. 5% 73% equaled of CEO had Actuallyreported Paid that in equaled or exceeded amounts reported in Only the Summary accumulated less than 80% of the amounts granted over three years. Compensation Table. Only 5% accumulated less than 80% of the amounts granted over three years.

0.7

Ratio of 3-Yr. CEO Compensation Actually Paid vs. Summary Compensation Table Total 58%

% of Companies

0.6 0.5 0.4 0.3

22%

0.2 0.1

15% 5%

0 <80%

80%-100%

100%-120%

>120%

Ratio of CEO Compensation Actually Paid vs. Summary Compensation Table Total

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Appendix: Pay and Performance Relationships by Industry Appendix: Pay and Performance Relationships by Industry Industry: Energy

Industry: Health Care

3-Year Cumulative CEO Compensation Actually Paid, %ile

80%ile

60%ile

40%ile 40%ile

60%ile

80%ile

100%ile

20%ile

0%ile

20%ile

40%ile 40%ile

60%ile

80%ile

100%ile

20%ile

0%ile

Industry: Materials

Industry: Utilities

3-Year Cumulative CEO Compensation Actually Paid, %ile

3-Year Cumulative CEO Compensation Actually Paid, %ile 100%ile

80%ile

60%ile

0%ile

20%ile

40%ile 40%ile

60%ile

80%ile

100%ile

20%ile

TSR Performance Percentile

100%ile

80%ile

60%ile

0%ile

20%ile

40%ile 40%ile

60%ile

80%ile

100%ile

20%ile

0%ile

Industry: Industrials

Industry: Financial Services

3-Year Cumulative CEO Compensation Actually Paid, %ile

3-Year Cumulative CEO Compensation Actually Paid, %ile 100%ile

80%ile

60%ile

20%ile

40%ile 40%ile

60%ile

20%ile

80%ile

100%ile

TSR Performance Percentile

100%ile

0%ile

TSR Performance Percentile

20%ile

60%ile

80%ile

60%ile

0%ile

20%ile

40%ile 40%ile

80%ile

100%ile

20%ile

0%ile

100 Company Study of 2023 Disclosure on Pay versus Performance Results

60%ile

TSR Performance Percentile

0%ile

80%ile

TSR Performance Percentile

100%ile

TSR Performance Percentile

100%ile

0%ile

December 11, 2023

Compensation Advisory Partners

8 Page 11

On the 2024 board agenda Heading into 2024, companies face unprecedented disruption and uncertainty—wars in Ukraine and the Middle East, trade and geopolitical tensions, economic volatility, persistent inflation and higher interest rates, technology and business model disruption, elevated cybersecurity risk, climate risk, domestic polarization, political gridlock in the US, and more. Advances in artificial intelligence (AI) and heightened regulation will add to the challenge. Strategy/Risk

GenAI

Cyber

ESG

Climate reporting

Committee coordination

CEO speech

Talent

Board composition

In this volatile operating environment, demands—from investors, regulators, employees, and other stakeholders—for greater disclosure and transparency, particularly around the oversight and management of risks to the company’s operations and strategy, will continue to intensify. The pressure onHeading management, and governance willdisruption be significant. into 2024, boards, companies face unprecedented and Link boardroom discussions on strategy, risk, and global disruption. Monitor management’s efforts to design and maintain a governance uncertainty—wars in Ukraine and the Middle East, trade and geopolitical structure for the development and use of generative AI. tensions, economic volatility, persistent inflation and higher interest rates, technology and business model disruption, elevated cybersecurity risk,

Maintain thedomestic focus onpolarization, cybersecurity andgridlock data privacy and climate risk, political in the US, andmonitor more. management’s preparations for compliance theintelligence SEC’s cybersecurity rules. Identify the will company’s material or strategically sigAdvances in with artificial (AI) and heightened regulation add to nificant climate and ESG issues, and embed them in risk and strategy discussions. Keep abreast of the challenge. management’s preparations for new US, state, and global climate and sustainability reporting reIn this volatile operating demands—from investors,regarding risk oversight activities among the quirements. Enhanceenvironment, communication and coordination regulators, employees, and other stakeholders—for greater disclosure and speak out on social issues. Make board and its committees. Clarify when the CEO/company should transparency, particularly around the oversight and management of risks talent, human capital management (HCM), and CEO succession a priority. to the company’s operations and strategy, will continue to intensify. The pressure on management, boards, and governance will be significant. Think strategically about talent, expertise, and diversity in the boardroom. Drawing on insights from

our survey work and interactions with directors and business leaders, we highlight nine issues to keep

Drawing our survey directors and business leaders, we highlight nine in mindon asinsights boardsfrom consider and work carryand outinteractions their 2024with agendas: issues to keep in mind as boards consider and carry out their 2024 agendas: Link boardroom discussions on strategy, risk, and global disruption.

Keep abreast of management’s preparations for new US, state, and global climate and sustainability reporting requirements.

Monitor management’s efforts to design and maintain a governance structure for the development and use of generative AI.

Enhance communication and coordination regarding risk oversight activities among the board and its committees.

Maintain the focus on cybersecurity and data privacy and monitor management’s preparations for compliance with the SEC’s cybersecurity rules. Identify the company’s material or strategically significant climate and ESG issues, and embed them in risk and strategy discussions.

Clarify when the CEO/company should speak out on social issues. Make talent, human capital management (HCM), and CEO succession a priority. Think strategically about talent, expertise, and diversity in the boardroom.

© 2023 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. USCS006593-1A

On the 2024 board agenda

Page 12

Link boardroom discussions on strategy, risk, and global disruption. Does management have an effective process to monitor changes in the external environment and provide early warning that adjustments to strategy might be necessary? Much has changed in the geopolitical and global economic environment. Companies face a deluge of risks, including the escalation of the wars in Ukraine and the Middle East; the continuing deterioration of the US–China relationship; the potential for massive political and social disruption caused by misinformation or disinformation; and the polarization of society. These and other risks, including supply chain disruptions, cybersecurity, inflation, interest rates, market volatility, and the risk of a global recession— combined with the deterioration of governance on the geopolitical level—will continue to drive global volatility and uncertainty. At the same time, companies face potential disruption to business models and strategy posed by accelerating advances in digital technologies such as AI, including generative AI and blockchain. Help management reassess the company’s processes for identifying the risks and opportunities posed by disruption—geopolitical, economic, technological/digital, social, and environmental—and the impact on the company’s long-term strategy and related capital allocation decisions. Does management have an effective process to monitor changes in the external environment and provide early warning that adjustments to strategy might be necessary? That includes risk management as well

as business continuity and resilience. It calls for frequent updating of the company’s risk profile and more scenario planning, stress testing strategic assumptions, analyzing downside scenarios, considering the interrelationship of risks, and obtaining independent third-party perspectives. Companies need to think about “events” and how they will impact the company’s business model and strategy; however, it is also critical to understand the underlying structural shifts taking place—geopolitical, demographic, technological, economic, climate, global energy transition, societal, etc.

Monitor management’s efforts to design and maintain a governance structure for the company’s development and use of generative AI. 2023 saw major advances in the development and use of generative AI and its ability to create new, original content such as text, images, and videos. Indeed, generative AI has been the focus of discussion in most boardrooms as companies and boards seek to understand the opportunities and risks posed by the technology—a challenge given the pace of the technology’s evolution. The potential benefits of generative AI vary by industry but might include automating business processes such as customer service,

content creation, product design, developing marketing plans, improving healthcare, and creating new drugs. The risks posed by the technology are significant, including inaccurate results, data privacy and cybersecurity risks, intellectual property risks (including unintended disclosure of the company’s sensitive or proprietary information and unintended access to third-party IP), and compliance risks posed by efforts across the globe to regulate generative AI.

Page 13

Given the strategic importance of generative AI to most companies, boards should be monitoring management’s efforts to design and maintain a governance structure and policies for the development and use of generative AI. Among the areas of focus are the following: How and when is a generative AI system or model— including a third-party model—to be developed and deployed, and who makes that decision? How are the company’s peers using the technology? How is management mitigating the risks posed by generative AI and ensuring that the use of AI is aligned with the company’s values? What generative AI risk management framework is used? What is the company’s policy on employee use of generative AI? Where should board oversight of third-party risk be housed—full board, risk committee, or another committee? Does the audit committee have responsibility for supply chain risks by design or by default? How is management monitoring rapidly evolving generative AI legislation in the US and globally, and ensuring compliance? Does the organization have the necessary generative AI–related talent and resources, including in finance and internal audit? Boards should also assess their governance structure for board and committee oversight of generative AI. In addition to the full board’s engagement in overseeing AI, do (should)certain committees have specific oversight responsibilities, including perhaps taking deeper dives into certain aspects of generative AI?

Maintain the focus on cybersecurity and data privacy and monitor management’s preparations for compliance with the SEC’s new cybersecurity rules. Cybersecurity risk continues to intensify. The acceleration of AI, the increasing sophistication of hacking and ransomware attacks, the wars in Ukraine and the Middle East, and ill-defined lines of responsibility—among users, companies, vendors, and government agencies—have elevated cybersecurity risk and its place on board and committee agendas. The growing sophistication of the cyber threat points to the continued cybersecurity challenge—and the need for management teams and boards to continue to focus on resilience. As Gurbir S. Grewal, director of the SEC’s Division of Enforcement emphasized, “As opposed to ©BoardProspects, Inc. 2010-2024. All rights reserved.

cybersecurity, cyber resilience is a concept that recognizes that breaches and cyber incidents are likely going to happen, and that firms must be prepared to respond appropriately when they do. In other words, it’s not a matter of if, but when.” Regulators and investors are demanding transparency into how companies are assessing and managing cyber risk and building and maintaining resilience. In July, the SEC adopted final rules that require public companies to disclose material “cybersecurity incidents” on Form 8-K within four business Page 14

days of a materiality determination (see On the 2024 audit committee agenda). The rules also require companies to disclose detailed, material information regarding their cybersecurity risk management, strategy, and governance in their Form 10-K, beginning with the 2023 10-K. The rules greatly expand companies’ cybersecurity disclosure obligations. Preparations to comply are a significant undertaking for management, and board oversight of management’s final preparations for the Form 8-K and 2023 Form 10-K disclosures is essential. While data governance overlaps with cybersecurity, it is broader and includes compliance with industry-specific laws

and regulations as well as privacy laws and regulations that govern how personal data— from customers, employees, or vendors—is processed, stored, collected, and used. Data governance also includes policies and protocols regarding data ethics—in particular, managing the tension between how the company may use customer data in a legally permissible way and customer expectations as to how their data will be used. Managing this tension poses significant reputation and trust risks for companies and represents a critical challenge for leadership. How robust and up to date is management’s data governance framework? Does it address thirdparty cybersecurity and data governance risks?

“As opposed to cybersecurity, cyber resilience is a concept that recognizes that breaches and cyber incidents are likely going to happen, and that firms must be prepared to respond appropriately when they do. In other words, it’s not a matter of if, but when.” Gurbir S. Grewal, director of the SEC’s Division of Enforcement

Identify the company’s material or strategically significant climate and ESG issues and embed them in risk and strategy discussions.preparations for compliance with the SEC’s new cybersecurity rules. Despite some recent anti-ESG sentiment, expect the intense focus on ESG to continue in 2024. How companies manage material climate and other ESG risks is seen by many investors, research and ratings firms, activists, employees, customers, and regulators as fundamental to the business and critical to long-term value creation. The clamor for attention to climate change as a financial risk has become more urgent, driven by reports that the summer of 2023 was the hottest on record, with global temperatures expected to reach new highs over the next five years; the frequency and severity of floods, wildfires, rising sea levels, and droughts; growing concern about climate-related migration and displacement; and concern by many experts that the window for preventing more dire longterm consequences is rapidly closing. Regulators and policymakers globally are placing greater demands on companies to act— and climate disclosures are a priority for the SEC and global regulators.

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The 2023 proxy season saw an increase in shareholder proposals on climate and a broad range of ESG and diversity, equity, and inclusion (DEI) issues, but a marked decrease in support. While there was an increase in anti-ESG proposals and “masked” ESG proposals, antiESG proposals continued to receive low levels of shareholder support. This anti-ESG sentiment has expanded to include state laws, regulations, and litigation. Some 20 state attorneys general have launched attacks against ESG in various state and federal courts. Despite this push-back against ESG, most investors continue to view material ESG issues as important. As BlackRock Chairman and CEO Larry Fink wrote in his 2023 Letter to Investors: “Many of our clients also want access to data to ensure that material sustainability risk factors that could impact long-term asset returns are incorporated into their investment decisions.” In this environment, several fundamental questions should be front and center in boardroom conversations about climate and ESG:

•

Which ESG issues are material or of strategic significance to the company? In the context of ESG, the term “material” does not have the same meaning as it does in the securities law context. The ESG issues of importance will vary by company and industry. For some, it skews toward environmental, climate change, and emission of greenhouse gases (GHG). Others may emphasize DEI and social issues.

•

How is the company addressing these issues as long-term strategic issues and embedding them into core business activities (strategy, operations, risk management, incentives, and corporate culture) to drive long-term performance?

•

Is there a clear commitment with strong leadership from the top and enterprisewide buy-in?

•

In internal and external communications, does the company explain why ESG issues are materially or strategically important? Indeed, some companies are nolonger using the term “ESG.”

Keep abreast of management’s preparations for new US, state, and global climate and sustainability reporting requirements. An important area of board focus and oversight will be management’s efforts to prepare for US, state, and global regulatory mandates that will dramatically increase climate and sustainability disclosure requirements for companies in the coming years. While US companies await final SECrules, they should be preparing for California climate laws signed October 7, 2023. • California’s Climate Corporate Data Accountability Act requires disclosure of GHG emissions data—Scopes 1, 2, and 3—by all US business entities (public or private) with total annual revenues in excess of $1 billion that do business in California. Reporting of Scope 1 and 2 emissions begins in 2026, with Scope 3 one year later. Assurance over Scopes 1 and 2 will also be required, with Scope 3 potentially being added later. • California’s Climate-Related Financial Risk Act

requires all US companies—public or private, with total annual revenues in excess of $500 million that do business in California—to disclose their climate-related financial risks and measures taken to reduce or adapt to such risks. Disclosures will need to be made no later than January 1, 2026, and every two years thereafter, and be prepared in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) or similar reporting standards. • Amendments to California’s Health and Safety Code are effective on January 1, 2024. They require specified disclosures by business entities marketing or selling voluntary carbon offsets in California, and by entities purchasing or using voluntary carbon offsets that make claims regarding the achievement of net zero emissions or other, similar claims.

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Companies will need to monitor additional regulatory and legislative initiatives regarding the California climate legislation, as Governor Newsom noted concerns that would need to be addressed by the state Administration and the legislature. US companies doing business in Europe are also assessing the potential impacts of, and preparing for compliance with, the European Sustainability Reporting Standards (ESRSs) issued under the Corporate Sustainability Reporting Directive (CSRD)—which cover a broad range of sustainability issues beyond climate—and IFRS® Sustainability Disclosure Standards issued by the ISSB. Countries are already announcing adoption of, or commitments to consider adopting, the final ISSB standards locally, including Australia (climate only), Brazil, Japan, and the UK. The standards, which are based in part on the related standards/frameworks of the TCFD and the Greenhouse Gas Protocol, are highly prescriptive and expansive. The CSRD also includes a requirement for certain ultimate nonEU parent companies to provide sustainability reporting, with adoption of the standards. With the anticipated release of the SEC’s final climate disclosure rules, the enactment of California’s climate legislation, and ongoing developments in various international reporting standards, US companies must determine which standards apply, and the level of interoperability of the applicable standards. A key area of board focus will be the state of the company’s preparedness—requiring periodic updates on management’s preparations, including gap analyses, resources, and skills/ talent requirements to meet regulatory deadlines. Many companies will have to comply with multiple standards. In addition to the compliance challenge, they should also consider whether disclosures are consistent,

and the potential for liability posed by more detailed disclosures abroad. This will be a major undertaking for management and will require cross-functional management teams, including management’s disclosure committee and management’s ESG committee/team—perhaps led by an ESG controller—with multiple board committees overseeing different aspects of these efforts. Clarifying the responsibilities of each standing committee for oversight of climate, applying to these businesses now scheduled for the end of June 2026, and with reporting requirements to begin in 2028. With the anticipated release of the SEC’s final climate disclosure rules, the enactment of California’s climate legislation, and ongoing developments in various international reporting standards, US companies must determine which standards apply, and the level of interoperability of the applicable standards. A key area of board focus will be the state of the company’s preparedness—requiring periodic updates on management’s preparations, including gap analyses, resources, and skills/ talent requirements to meet regulatory deadlines. Many companies will have to comply with multiple standards. In addition to the compliance challenge, they should also consider whether disclosures are consistent, and the potential for liability posed by more detailed disclosures abroad. This will be a major undertaking for management and will require cross-functional management teams, including management’s disclosure committee and management’s ESG committee/team—perhaps led by an ESG controller—with multiple board committees overseeing different aspects of these efforts. Clarifying the responsibilities of each standing committee for oversight of climate, sustainability, and ESG issues is essential.

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Enhance communication and coordination regarding risk oversight activities among theboard and its committees. The increasingly complex and dynamic risk environment—and the fusion of risks unfolding simultaneously—requires a more holistic approach to risk management and oversight. Many of the risks companies must address today are interrelated. While many companies historically managed risk in silos, that approach is no longer viable and poses its own risks. Investors, regulators, ESG rating firms, and other stakeholders continue to demand higher-quality disclosures about risks and how boards and their committees oversee them. Many boards are reassessing the risks assigned to each standing committee. In the process, they are often assigning multiple standing committees oversight responsibility for different aspects of a particular category of risk.

Additionally, all boards should insist on focused, appropriately detailed, and robust committee reports to the full board. Essential to effectively managing a company’s risks is having an up-to-date inventory of risks and maintaining critical alignments— of strategy, goals, risks, internal controls, incentives, and performance metrics. The full board and each standing committee have a role to play in helping to ensure that management’s strategy, goals, objectives, and incentives are properly aligned, performance is rigorously monitored, and that the culture the company has is the one it desires.

For example, the nom/gov, compensation, and audit committees may each have some overlapping oversight responsibility for climate, HCM, and other ESG risks. If cybersecurity and data governance oversight reside in a technology committee (or other committee), the audit committee will still have certain oversight responsibilities (e.g., over internal and disclosure controls and procedures). Given these overlapping committee risk oversight responsibilities, boards should encourage more effective information sharing and coordination among committees by: •

Identifying areas where committee oversight responsibilities may overlap and developing a process for frequent communication and discussion of committee activities in these areas.

•

Maintaining overlapping committee memberships or informal cross-attendance at committee meetings.

•

Conducting joint committee meetings when an issue of strategic importance to multiple committees is on the agenda.

•

Holding periodic meetings of committee chairs to discuss oversight activities.

The increasingly complex and dynamic risk environment— and the fusion of risks unfolding simultaneously—requires a more holistic approach to risk management and oversight. Page 18

Clarify when the CEO/company should speak out on social issues. Polarizing social and political issues are moving front and center in the boardroom. With employees, customers, investors, and stakeholders sharpening their scrutiny of a company’s public positions, when should a CEO or company speak out on controversial issues, if at all? As many companies have experienced firsthand, the consequences of speaking out—or remaining silent—can be significant. Given recent boycotts of companies that have spoken out on controversial issues and the increasing polarization of society, many companies may be less willing to speak out. In an election year, with so much at stake for the country and for democracy, what is the company’s position on corporate political activity and political speech? When does the company have a responsibility to take a position? Consider what role the board should play in addressing these questions and, in collaboration with the CEO, establishing parameters for the CEO and the company. Some boards have written policies; others have an informal understanding that the CEO will confer with board leadership before speaking on a controversial issue. Some companies have cross-functional management committees to vet issues on an ongoing basis to determine when speech is appropriate.

•

Is the issue relevant to the company and its strategy? Is it aligned with the company’s culture, values, and purpose?

•

How will speaking out resonate with the company’s employees, investors, customers, and other stakeholders? Understanding in advance the issues of importance to each group is vital. Employees increasingly choose where they work based on company values. What is the impact, if any, of Supreme Court affirmative action cases on the company’s DEI programs? As the views of stakeholders are not uniform, how should CEOs and companies manage the inevitable criticism of their decision to speak or not speak? Having felt the backlash of speaking out on social/political issues, some companies have adjusted their approach to taking action without publicizing what they’re doing.

•

Not speaking out can be as powerful as speaking out on certain issues. How do the CEO and the board come to terms with that ambiguity and risk, and weigh the consequences of speaking out or not?

•

Make sure in advance that the company’s lobbying and political contributions are aligned with its speech.

We’ve gleaned a number of considerations or criteria from directors and business leaders for determining whether or not the CEO should speak out on highly charged social and political issues:

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Make talent, HCM, and CEO succession a priority. Many companies have long said that employees are their most valuable asset. And employees continue to demand fair pay and benefits, worklife balance (including flexibility), interesting work, and opportunities to advance. Recent union strikes and a resurgence of organized labor signal a challenging labor environment ahead. In 2024, we expect continued scrutiny of how companies are adjusting talent strategies to meet the challenge of finding, developing, and retaining talent amid a labor-constrained market. To that end: •

Does the board understand the company’s talent strategy and its alignment with the company’s broader strategy and forecast needs for the near and long term?

•

What are the challenges to keeping key roles filled with engaged employees?

•

Which talent categories are in short supply and how will the company successfully compete for this talent?

•

Does the talent strategy reflect a commitment to DEI at all levels?

•

As talent pools become generationally and globally diverse, is the company positioned to attract, develop, and retain top talent at all levels?

•

How robust are the board’s succession planning processes and activities?

•

Has the succession plan been updated to reflect the CEO skills and experience necessary to execute against the company’s long-term strategy? Those strategies may have changed over the last two years.

•

Are succession plans in place for other key executives? How does the board get to know the high-potential leaders two or three levels below the C-suite?

CEO succession planning is a dynamic, ongoing process, and the board should always be focused on developing a pipeline of C-suite and potential CEO candidates. Succession planning should start the day a new CEO is named.

In addition to monitoring SEC and global rulemaking developments regarding HCM, boards should discuss with management the company’s HCM disclosures in the 2023 10K, including processes for developing related metrics and controls to help ensure data quality. HCM will likely be a major area of focus during the 2024 proxy season given the high level of investor interest in the issue. Pivotal to all of this is having the right CEO in place to drive culture and strategy, navigate risk, and create long-term value for the enterprise. The recent wave of CEOs stepping down highlights the need to ensure that the company is prepared for a CEO change—planned or unplanned, on a permanent or emergency interim basis.

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Think strategically about talent, expertise, and diversity in the boardroom. Boards, investors, regulators, and other stakeholders remain focused on the alignment of board composition with the company’s strategy—particularly director expertise and diversity. Increased investor engagement on this issue points to a central challenge with board composition: Having directors with experience in key functional areas critical to the business while also having deep industry experience and an understanding of the company’s strategy and the risks to the strategy. It is important to recognize that many boards may not have experts in all the functional areas such as cybersecurity, climate, HCM, etc., and may instead choose to engage outside experts. The introduction of universal proxy voting during the 2023 proxy season increased the focus on individual director qualifications and skill sets, with some activists targeting specific management nominees during proxy fights. We expect that focus to continue in 2024.

The SEC’s 2023 regulatory agenda showed April 2024 for the anticipated release of proposed amendments to the proxy rules requiring enhanced disclosures about the diversity of board members and nominees, which means those amendments will not be in effect for the 2024 proxy season. Nonetheless, diversity will remain a priority. According to Spencer Stuart’s 2023 S&P 500 New Director and Diversity Snapshot, while specific professional skills are driving director recruitment, diversity of gender, race or ethnicity, and LGBTQ+ remains an important consideration for boards. Board composition, skill sets, diversity, and renewal should remain a key area of board focus in 2024, as a topic for communications with the company’s institutional investors and other stakeholders; enhanced disclosure in the company’s proxy; and most fundamentally, positioning the board strategically for the future.

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Blind Spots in the Boardroom

By Frank Kurre and Jim DeLoach

A look back at business failures often reveals blind spots that either concealed a dysfunctional culture or led to a lack of understanding, strategic error or missed opportunities. Is the board aware of the organization’s blind spots, and is it addressing them? A “blind spot” can mean different things. Medically, it refers to a type of vision impairment called scotoma. It is also a term commonly used to describe any areas around a car that a driver cannot see. Blind spots are also embedded in the human subconscious and can frame a leader’s perspective when evaluating situations, judging people and making decisions. They can be very limiting to individuals and are especially dangerous to organizations and groups operating in dynamic environments, leading to poor decisions, missed opportunities and becoming captive to events. They can even result in harm to the public. We’ve all heard the adage that what we don’t know can be more damaging to reputation, brand image, market standing and competitive position than what we do know. This adage gets to the heart of the nature of blind spots. Whether they relate to cultural, strategic, operational or governance issues, they are almost always a factor underpinning a business failure, massive regulatory sanction or fine, or loss of trust and market permission to play. In today’s volatile markets and global geopolitical landscape, failure to recognize and act on changing business fundamentals inevitably leads to a potentially lethal strategic error. Since everyone has blind spots, awareness and acceptance of this issue is important. Examples of blind spots and why they happen Even successful organizations and proud brands can experience blind spots. The graveyard of failed companies and the hall of shame of organizations that have experienced significant reputation loss are filled with examples. For ©BoardProspects, Inc. 2010-2024. All rights reserved.

purposes of this discussion, we define a blind spot as something pertinent to an organization’s viability that the board and C-suite have not focused on at all or enough. In this context, blind spots include significant matters that leaders either are not aware of or have chosen to deemphasize, ignore or conceal. With many companies and their boards thriving, there is a lot happening in the marketplace. New technologies are affecting everything we do, quickening the pace of disruptive change, and creating unprecedented market opportunities as well as formidable challenges and risks. The forces of supply chain de-risking, geopolitical tensions, changing demographics, evolving workplace expectations, shifting cybersecurity threats, and sustained higher inflation and interest rates are creating dynamics that boards of directors should consider as they perform their crucial role in overseeing the organization’s strategic direction and risk management. Following are 10 examples illustrating the different types of blind spots companies may have:

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•

Lack of basic understanding in the boardroom. A core blind spot for directors is a lack of currency with respect to important matters germane to the company’s current and future success. Lack of currency regarding emerging technologies, particularly artificial intelligence (AI), and how they can augment the business model as well as contribute to new cybersecurity concerns can lead to dysfunction in the boardroom. For example, it can result in unrealistic expectations, ineffective communication with management, challenges in setting appropriate goals and targets, and the lack of informative dashboards on topics that matter. Without currency, directors cannot effectively advise the chief executive officer (CEO). Drowning in a sea of data doesn’t help. Insights are the new gold.

•

Misalignment with business strategy. This can occur when middle managers drift from the strategic focus and core values set by the CEO and executive team, and leaders are not aware of the disconnect. It can arise from failure to assess whether the organization has the necessary talent, expertise and change readiness to develop, deploy and maintain cutting-edge technology initiatives. The company may be committed to invest in new capabilities and transform the business, but the ability to implement and fully realize the value proposition is lacking.

•

Strategy out of touch with changing market realities. Disruption at an accelerating pace is the new normal. Market opportunities and the associated risks pertaining to advances in emerging technologies can alter customer behavior and business models. The impact of technology on the future of work, entertainment and optimizing food production processes will be profound. Other market trends — geopolitical, demographic, regulatory, economic, competitive, customer preferences, labor markets, workplace expectations, supply chains and more — also create fresh opportunities and risks. This disruption alters leaders’ strategic assumptions.

•

dominant or overconfident CEOs, ambiguous decision rights, flawed incentives, a warrior environment, lack of an enterprisewide view, strategic disconnects from core values, significant talent gaps, and toxic workplaces (such as those requiring people to work in hazardous conditions, producing unsafe products or undertaking recklessly risky bets) all contribute to a culture not fit for purpose in our disruptive times. •

Uninformed board-facing executives. Boards typically place heavy reliance on company executives to keep them informed of things that matter. If these executives are unaware of significant issues smoldering deep within internal processes that have not been escalated to appropriate levels in the organization, it contributes to a variety of serious blind spots in the boardroom.

•

Unexplored unintended consequences. This is a common source of blind spots, particularly with the implementation of innovative products and services and significant improvements to internal processes (e.g., the potential risks underlying deployments of generative AI). The dreaded FOMO (“fear of missing out”) can lead to organizations deploying technologies that have not been fully vetted, spawning fresh cyber threats, data privacy issues and risks of harm to consumers.

•

Inadequate enterprise risk assessments. Flawed, incomplete or outdated risk assessments can mislead, for leaders cannot manage risks not on their radar. Ignoring looming risks because they are highly unlikely to occur over a specified time horizon creates a false sense of security that leads to a general lack of preparedness. For many of these “gray rhino” risks, it is just a matter of when, not if.

Ignoring looming risks because they are highly unlikely to occur over a specified time horizon creates a false sense of security that leads to a general lack of preparedness.

Dysfunctional culture. Resistance to change, a lack of transparency and trust, confusing organizational structures, aggressively

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•

Inability to manage unconscious bias. The various forms of bias and the groupthink phenomenon they encourage often result in a desire for harmony in an organization, meaning there is greater weight placed on “getting along” than on expressing disagreement over the things that matter. Unconscious bias can lead to ignoring alternative views and salient contrary information, resulting in poor decisions, missed opportunities, strategic error, ethical and legal issues, and regulatory compliance problems.

•

Inadequate oversight and control structure. There is a lack of proper oversight and controls in place to avoid a scandal or regulatory compliance situation resulting from an incident inconsistent with the organization’s core values.

•

Ignoring the transition toward a sustainable world. A topic without end, sustainability portends disruption on many fronts and is contentious and potentially existential. The ESG debate — a source of considerable fatigue for some in the boardroom — often misses the broader picture of corporate purpose. Meanwhile, market forces emphasizing sustainability priorities continue.

“Black swans” also bear mention as they are highly improbable catastrophic events that few see coming yet are often explained in hindsight as though they were predictable. Prior to their occurrence, the causes and effects of black swans are not generally understood. Indeed, rare and extreme events equal uncertainty, which is exacerbated by blind spots with respect to randomness and particularly large deviations.1 The 2007-2008 financial crisis is an example because most financial services industry players could not envision a systemic collapse of the housing market in all major regions of the United States. The above sources of blind spots raise several fundamental questions for directors: •

Are we exercising our fiduciary role effectively in overseeing the company’s strategic direction and risk management?

•

How can we as a board encourage a culture of openness and transparency within our

organization to facilitate the identification of potential blind spots? •

•

Are we taking time to learn what we don’t know by asking the right questions? Do we understand our strengths and limitations as a board, and are we collaborating effectively in the boardroom? Does management tell us what we need to know, even bad news? Are we confident that the company is deploying effective risk management frameworks? Is anything missing or incomplete? Are we probing enough to ensure that capital allocation and high-cost digital transformation proposals have been thought through? For example, when implementing AI initiatives, are we satisfied that management understands the limitations of automation and ensures appropriate human involvement in critical decisions?

How can the board become more aware of blind spots? Given the sources of blind spots, what can boards do to increase their awareness of them? Here are four inward-looking suggestions for the board itself: •

Assess whether the current board culture, composition and agendas are fit for purpose in this disruptive business environment.

•

Hold executive sessions without management present to encourage candid dialogue.

•

Conduct a periodic self-assessment of the performance and collaboration among the full board, its designated committees and individual board members.

•

Determine whether board education is adequate, relevant and timely.

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Additionally, here are outward-looking steps for the board to take: •

Pay attention to input and feedback from analysts, investment bankers, startups, suppliers and other external partners who are part of the value ecosystem.

•

Assess the quality of discussions with management and the sources of intelligence that feed into the company’s strategy-setting process.

•

Obtain briefings on industry, competitor, geopolitical and technology trends as well as feedback from customers.

•

Encourage customer advisory teams, knowledgeable subject-matter experts and field operators to challenge assumptions and provide fresh insights.

•

Request an objective culture assessment seeking confidential feedback from all levels of the organization and a report of the unvarnished results to the board.

•

Conduct executive sessions with specific company executives to provide a channel for open discussions.

•

Make more effective use of internal audit, particularly with respect to assessing the culture.

to pivot quickly in response to market shifts understand their most critical strategic assumptions; monitor continued validity of those assumptions over time; use “early alerts” to trigger timely warning and decisions to address change; and build discipline in the culture to act timely before market opportunities and emerging risks become common knowledge in the market. Understand how management deploys scenario analysis to look ahead to what may be around the next corner. Anticipating extreme but plausible scenarios and stress-testing base plans against those scenarios provide a discipline that forces “What if?” discussions around response plans, action triggers and decision prompts. Understanding the pain of management’s strategic assumptions being rendered invalid facilitates preparedness for unforeseen events that no one sees coming, even black swan events.

What the board can do to minimize the impact of blind spots Directors should watch for red flags that indicate the possible existence of blind spots. The sidebar provides 16 illustrative examples. If these signs exist, the board’s actions depend on the facts and circumstances. Following are steps the board can take: If there is cultural dysfunction, exercise focused attention and decisiveness to correct the issue. Allowing dysfunction to fester can risk talent drain and lasting brand erosion and reputation damage. Expect management to inculcate a resilient mindset that adapts to shifting market realities. Directors should insist on more agility in the C-suite and boardroom. Companies positioned

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RED FLAGS INDICATING POSSIBLE BLIND SPOTS •

“Everything is great” heard too often; too much looking back and not enough looking forward

•

Management playing out a strategy that is not aligned with market realities

•

Management resisting altering the business model despite compelling evidence that excessive risks are being undertaken to generate current returns

•

Organizational resistance to change

•

Management and the organization constantly reactive to market events

•

The board not refreshing its membership to keep pace with changes in the business environment and the company’s strategic profile

•

Board members who are “inactive” or are not keeping current

•

Ineffective, check-the-box risk management processes and tools

•

Lack of informative dashboards on key topics

•

Scenario analysis and stress testing not applied to evaluate alternative actions and assess response readiness to plausible and extreme scenarios

•

Lack of feedback mechanisms with customers and employees

•

Lack of effective communications down, up and across the company

•

Flawed incentive compensation plans

•

Evidence that middle managers may not be aligned with the tone at the top

•

Lack of diversity in perspectives in the boardroom and C-suite (e.g., excessive likemindedness)

•

Short-termism (e.g., overemphasis on “making the numbers”)

Encourage management to minimize the impact of unconscious bias. When making risk/reward decisions, efforts should be taken to reduce the dangers of groupthink. It is not unusual for groups to form opinions or make decisions without engaging in robust debate or listening to dissenting views. This is why efforts should be made to ensure that all views are heard from the right sources and are considered. It is important to avoid the pitfalls of beginning with a presumptive conclusion. It helps to foster diversity of thought, distinguish between divergent and convergent dialogues, accept conflict and devil’s advocacy as the norm, understand why dissenters disagree, seek diverse external perspectives, and consider the consequences if a decision is wrong. Managing by fact and grounding discussions with a relentless focus on the customer experience also helps to inform the conversation. Set the tone with sound governance. As directors keep an eye on relevant market trends, they should work with executive management to build trust within the company, organize for speed, deploy data-informed approaches to understand customer behavior, and incent necessary changes to processes, products and services. Investing in talent that can make the desired behaviors and performance happen is key. A commitment to core values, preserving brand image and fostering a diverse, inclusive environment committed to ethical and responsible business behavior are table stakes. Ask management the tough questions. Intellectual curiosity goes a long way in the boardroom. Today’s dynamic times require courageous, collaborative conversations. A proactive and resilient approach to addressing blind spots entails asking questions of management that explicitly reference their potential existence. Following are six examples:

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•

What blind spots might exist in our current strategic plan, and how can we proactively identify and address them?

•

Do we seek feedback from employees, customers, suppliers and other stakeholders continuously to identify potential blind spots in our business model and culture?

•

What mechanisms or processes are implemented to periodically evaluate the effectiveness of our risk management practices in uncovering hidden risks and vulnerabilities?

• •

Are we using risk assessments and scenario analysis to help us uncover blind spots and develop early warning alerts and contingency plans?

•

Are we using data analytics and emerging technologies effectively to uncover blind spots with respect to our operations, the customer experience or trends in the market?

•

How can we continuously educate ourselves and stay up to date on industry trends and potential blind spots that may arise in the future?

What the board can do to minimize the impact of blind spots Protiviti assists boards and executive management with assessing enterprise risks and the organization’s capabilities for managing those risks. We help companies identify and prioritize their risks, including emerging and disruptive risks that can impair their reputation, brand image and enterprise value. We assist leaders with integrating their risk assessment process with their core business processes, including strategysetting, business planning and performance management. We also help them improve their risk reporting to better inform the board’s risk oversight process.

These suggestions are by no means exhaustive. The point is that managing the risk of blind spots depends on the facts and circumstances of each company. In the end, it is about currency, collaboration, trust, transparency and remaining in touch with changing market realities.

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OpenAI – A Failure in Board Composition or Structure? Mark Rogers, CEO of BoardProspects

As you will see, these board appointees are superstars – current and retired executives, industry titans, and even a world famous actor – all of whom could likely have their pick of numerous public and private board opportunities each year. So why did they pick these boards? Clearly these individuals saw something in these companies which was worthy of their valuable time and talent. The background to the 5 days of drama this past November are just as important as the actual events that happened that week. OpenAI was founded in 2015 by several technology superstars, including Elon Musk and former Partner and President of the well-known startup accelerator, Y Combinator. The company was founded as a non-profit research lab for artificial intelligence (A.I.) which would prioritize principles over profit. In 2018, Musk resigned from OpenAI’s board to focus on engineering issues at Tesla and SpaceX. Although it seemed inconsequential at the time, Musk’s departure created a financial void for OpenAI as he had made several financial investments in the company. That null was soon filled by a $1 billion investment from Microsoft and a growing relationship between Altman and Microsoft’s CEO, Satya Nadella. Following the investment, OpenAI announced the creation of a for-profit arm which would be governed by the non-profit and be utilized to facilitate Microsoft’s investment. The focus of the for-profit side of the business was to release consumer products into the marketplace. Microsoft’s bet paid off quickly. In November of 2022, OpenAI launched ChatGPT, a chatbot product which enabled users to refine and steer a conversation with seemingly endless applications. In just 2 months ChatGPT became what was then the fastest growing consumer software application in history. Of course, the relationship between Altman and Microsoft/Nadella grew stronger and in ©BoardProspects, Inc. 2010-2024. All rights reserved.

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January of last year, Microsoft announced it was making a multiyear, multi-billion-dollar investment in OpenAI. However, because of the unique corporate structure of OpenAI, Microsoft could not own a direct equity stake in OpenAI, but instead would be entitled to a share (reportedly 49%) of profit distributions of the for-profit arm.

Adam D’Angelo

Founder of Quora and former Chief Technology officer and head of Engineering at Facebook

Greg Brockman

Co-Founder of OpenAI and the board’s chairman

Tasha McCauley

Adjunct Senior Management Scientist at the RAND Corporation

Ilya Sutskever

Co-Founder of OpenAI and the company’s Chief Scientist

Helen Toner

Director of Strategy at Georgetown University’s Center for Security & Emerging Technologies

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The friction between these individuals and Altman reached such a boiling point that in November the board made a decision to fire Altman. The move was sudden and the ramifications caught everyone off-guard, including the board. Specifically, they did not The friction these individuals andMore Altman reached a boiling point in November the anticipate thebetween backlash from employees. than 700 ofsuch the company’s 770that employees board made a decision to fire Altman. The move was sudden and the ramifications caught everyone committed in a letter to leave the company unless Altman was restored. Understanding the off-guard, including the board. Specifically, they did not anticipate the backlash from employees. ramifications of of such mass exodus, the boardcommitted felt they had noletter viable optionthe butcompany to restore More than 700 the a company’s 770 employees in a to leave unless Altmanas was restored. Understanding the ramifications of such a mass exodus, the board felt they Altman CEO. had no viable option but to restore Altman as CEO.

In the immediate aftermath of Altman’s reinstatement, a new 3-member board was installed for In the immediate aftermath of Altman’s reinstatement, a new 3-member board was installed for OpenAI D’Angeloand: and:Bret Bret Taylor, former CEO of Salesforce, and Summers, Larry OpenAIconsisting consisting of of D’Angelo Taylor, former CEO of Salesforce, and Larry former Treasury President of President Harvard University. The company also new Summers, formerSecretary Treasuryand Secretary and of Harvard University. The released companya also set of guidelines detailing how it plans to minimize potential dangers of newly released AI Language released a new set of guidelines detailing how it plans to minimize potential dangers of newly models. Furthermore, it has been confirmed that the new board can overrule Aktman on the release released AIproducts. Language models. Furthermore, it has been confirmed that the new board can of new A.I. overrule Aktman on the release of new A.I. products.

So who really is to blame for the debacle at OpenAI – the board or the unusual corporate structure of having a billion-dollar business overseen by a non-profit entity? While I do believe that the initial So who really is to blame for thewere debacle at OpenAI – the board thethe unusual corporate intentions of OpenAI’s founders authentic, I do not believe thisor was appropriate governance structureofwhen it made the decision to create commercial forentity? the marketplace. is an structure having a billion-dollar business overseen by aproducts non-profit While I doThere believe inherent conflict between the mission and the pursuit of profits. Having said that, I do believe the right that the initial intentions of OpenAI’s founders were authentic, I do not believe this was the board could have navigated the structure without the turmoil that was created.

appropriate governance structure when it made the decision to create commercial products for Certainly all of the individuals on OpenAI’s board were gifted – particularly in the realmofofprofits. artificial the marketplace. There is an inherent conflict between the mission and the pursuit intelligence. However, once the company started to bring in billions of investment dollars in order Having said that, I do believe the right board could have navigated the structure without the to drive profits, that had to be coupled with more experienced corporate directors. I’m confident in turmoil sayingthat thatwas hadcreated. Summers and Taylor been on the board this past November, all of that drama would not have occurred, regardless of the company’s structure.

Certainly all of the individuals on OpenAI’s board were gifted – particularly in the realm of artificial intelligence. However, once the company started to bring in billions of investment dollars in order to drive profits, that had to be coupled with more experienced corporate directors. I’m confident in saying that had Summers and Taylor been on the board this past November, all of that drama would not have occurred, regardless of the company’s structure.

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Board Appointments & Resignations Publicly Traded Corporations

Basic Materials

Board Appointments & Resignations Coeur Mining (NYSE: CDE) Appoints Rob Krcmarov to the Board of Directors. Mr. Krcmarov is the former EVP, Exploration & Growth at Barrick Gold.

ROB KRCMAROV

Resignations/Retirements Coeur Mining (NYSE: CDE) Sebastian Edwards leaves the Board of Directors. Mr. Edwards is a Professor at UCLA Anderson Graduate School of Management.

SEBASTIAN EDWARDS

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Consumer Discretionary

New Board Appointments ACCO Brands (NYSE: ACCO) Appoints Elizabeth Simermeyer to the Board of Directors. Ms. Simermerter is a former EVP and President at Ecolab. Alight (NYSE: ALIT) Appoints Siobhan Nolan Mangini to the Board of Directors. Ms. Mangini is the former President and CFO at NGM Biopharmaceuticals.

SIOBHAN NOLAN MANGINI

America’s Car-Mart (NASDAQ: CRMT) Appoints Jonathan Buba to the Board of Directors. Mr. Buba is a Partner at Nantahala Capital. Bristow Grp (NYSE: VTOL) Appoints Shefali Shah to the Board of Directors. Ms. Shah is the Chief Admin Officer at GC Avaya. Commercial Vehicle Group (NASDAQ: CVGI) Appoints William Johnson to the Board of Directors. Mr. Johnson is the CEO at Avail Infrastructure Solutions. Cracker Barrel Old Country Store (NASDAQ: CBRL) Appoints John Garratt to the Board of Directors. Mr. Garrat is the former President and CFO at Dollar General.

DAMIEN HARMONTO

Crocs (NASDAQ: CROX) Appoints John Replogle and Neeraj Tomlare to the Board of Directors. Mr. Replogle is the former CEO at Seventh Generation and Mr. Tomlare is the Global CIO at Coca-Cola. Driven Brands (NASDAQ: DRVN) Appoints Damien Harmonto the Board of Directors. Mr. Harmonto is a SVP at Best Buy. First Watch Restaurant Group (NASDAQ: FWRG) Appoints Jostein Solheim to the Board of Directors. Mr. Solheim is the CEO, Health & Wellbeing at Unilever. Gentherm (NASDAQ: THRM) Appoints Laura Kowalchik to the Board of Directors. Ms. Kowalchik is the CFO at Communications & Power Industries LLC.

ALESSANDRO BOGLIOL

Honest (NASDAQ: HNST) Appoints Michael Barkley and Alissa Hsu Lynch to the Board of Directors. Mr. Barkley is the former CEO at Kind, Ms. Lynch is the formmer Global Head of Strategy, MedTech at Google. Hyatt Hotels (NYSE: H) Appoints Alessandro Bogliol to the Board of Directors. Mr. Bogliol is the former CEO at Tiffany.

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Consumer Discretionary

New Board Appointments Interface (NASDAQ: TILE) Appoints Catherine Marcus to the Board of Directors. Ms. Marcus is the Co-CEO and COO at PGIM Real Estate Division Prudential Financial. Jack in the Box (NASDAQ: JACK) Appoints Enrique Ramirez Mena to the Board of Directors. Mr. Mena is the President and CFO at Buff City Soap.

WENDY ARLIN

Kohls (NYSE: KSS) Appoints Wendy Arlin to the Board of Directors. Ms. Arlin is the former CFO at Bath & Body Works. Nikola (NASDAQ: NKLA) Appoints Jonathan Pertchik to the Board of Directors. Mr. Perchik is the CEO at TravelCenters of America. Olaplex (NASDAQ: OLPX) Promotes Amanda Baldwin to CEO and she is appointed to the Board of Directors Ollie’s Bargain Outlet (NASDAQ: OLLI) Appoints Mary Baglivo to the Board of Directors. Ms. Baglivo is the former CEO at Saatchi & Saatchi Worldwide.

JAMES GORMAN

Omnicom Group (NYSE: OMC) Appoints Cassandra Santos to the Board of Directors. Ms. Santos is the CIO at Asurion. Peloton Interactive (NASDAQ: PTON) Appoints Chris Bruzzo to the Board of Directors. Mr. Bruzzo is the former Chief Experience Officer at Electronic Arts. Procter & Gamble (NYSE: PG) Appoints Ashley McEvoy to the Board of Directors. Ms. McEvoy is a former EVP at J&J. R1 RCM (NASDAQ: RCM) Appoints Clay Ashdown to the Board of Directors. Mr. Ashdown is the CFO at IHC Health Services.

JEREMY DARROCH

Toll Brothers (NYSE: TOL) Appoints Judith Reinsdorf and Katherine Sandstrom to the Board of Directors. Ms. Reinsdorf is the former General Counsel at Johnson Controls and Ms. Sandstrom is a former Senior Managing Director at Heitman. Walt Disney (NYSE: DIS) Appoints James Gorman and Jeremy Darroch to the Board of Directors. Mr. Gorman is the Chair of the Board and CEO at Morgan Stanley and Mr.Darroch is the former CEO at Sky Group.

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Consumer Discretionary

New Board Appointments Wendys (NASDAQ: WEN) Appoints Wendy Arlin to the Board of Directors. Ms. Arlin is the former CFO at Bath & Body Works. Western Union (NYSE: WU) Appoints Julie Cameron-Doe to the Board of Directors. Ms. CameronDoe is the CFO at Wynn Resorts.

JULIE CAMERON-DOE

WEX (NYSE: WEX) Appoints Aimee Cardwell to the Board of Directors. Ms. Cardwell is the former Chief Information Security Officer at UnitedHealth Group. Willdan Group (NASDAQ: WLDN) Promotes Michael Bieber to CEO and he is appointed to the Board of Directors.

Resignations/Retirements Beauty Health (NASDAQ: SKIN) Andrew Stanleick departs as CEO and resigns from the Board of Directors. Beyond (NYSE: BYON) Allison Abraham retires from the Board of Directors. Ms. Abraham is the Founder and Director at The Newton School.

PATRICIA SALAS PINEDA

comScore (NASDAQ: SCOR) Brent Rosenthal retires from the Board of Directors. Mr. Rosenthal is the Founder at Mountain Hawk Capital Ptnrs. Dine Brands Global (NYSE: DIN) Susan Collyns resigns from the Board of Directors. Ms. Collys is the CFO at Fabletics. Levi Strauss (NYSE: LEVI) Patricia Salas Pineda retires from the Board of Directors. Ms. Pineda is the former Group Vice President of Toyota North America. Liquidity Services (NASDAQ: LQDT) Phillip Clough resigns from the Board of Directors. Mr. Clough is a General Partner and Chair of the Board at ABS Capital Partners.

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Consumer Discretionary

Resignations/Retirements PayPal (NASDAQ: PYPL) Daniel Schulman retires from the Board of Directors. Mr. Schilman is the former CEO at PayPal. PVH (NYSE: PVH) Edward Rosenfeld resigns from the Board of Directors. Mr. Rosenfeld is the CEO at Steve Madden.

DANIEL SCHULMAN

RB Global (NYSE: RBA) Erik Olsson retires from the Board of Directors. Mr. Olsson is the former CEO at Mobile Mini. Rocky Brands (NASDAQ: RCKY) Mike Brooks resigns from the Board of Directors. Mr. Brooks is the former Chair of the Board and CEO at Rocky Brands. Shyft Grp (NASDAQ: SHYF) Thomas Clevinger resigns from the Board of Directors. Mr. Clevinger is a Managing Partner at Cornerstone Growth Advisors. Stitch Fix (NASDAQ: SFIX) Neal Mohan resigns from the Board of Directors. Mr. Mohan is the CEO at YouTube.

ERIK OLSSON

United Airlines (NASDAQ: UAL) Garth Thompson resigns from the Board of Directors. Mr. Thompson is a United Airlines Pilot and representative of the Air Line Pilots Association, International.

NEAL MOHAN

Page 38

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Consumer Staples

New Board Appointments Albertsons Companies (NYSE: ACI) Appoints Sarah Mensah to the Board of Directors. Ms. Mensah is the President at Jordan Brand Nike. Fresh Del Monte (NYSE: FDP) Appoints Ajai Puri to the Board of Directors. Mr. Puri is a former Senior Vice President at Minute Maid.

JOSHUA CHARLESWORTH

Krispy Kreme (NASDAQ: DNUT) Appoints Joshua Charlesworth to the Board of Directors. Mr. Chalesworth is the CEO-elect at Krispy Kreme. Limoneira (NASDAQ: LMNR) Appoints Peter Nolan to the Board of Directors. Mr. Nolan is the Chair of the Board at Nolan Capital. MGP Ingredients (NASDAQ: MGPI) Appoints David Bratcher to the Board of Directors. Mr. Bratcher is the CEO-elect at MGP Ingredients. Molson Coors Beverage (NYSE: TAP) Appoints Jill Timmto the Board of Directors. Ms. Timmto is the CFO at Kohl’s. TreeHouse Foods (NYSE: THS) Appoints Adam DeWitt to the Board of Directors. Mr. DeWitt is the former CEO and CFO at Grubhub.

Resignations/Retirements Knowles (NYSE: KN) Hermann Eul resigns from the Board of Directors. Mr. Eul is a former VP at Intel.

HERMANN EUL

Page 40

Energy

New Board Appointments CVR Energy (NYSE: CVI) Appoints Ted Papapostolou to the Board of Directors as the Chair of the Board. Mr. Papapostolou is the Chief Financial Officer at Icahn Enterprises. Enbridge (NYSE: ENB) Appoints Manjit Minhas to the Board of Directors. Ms. Minhas is the CoFounder and CEO at Minhas Breweries. TED PAPAPOSTOLOU

Energy Vault (NYSE: NRGV) Appoints Stephanie Unwin to the Board of Directors. Ms. Unwin is the former CEO at Horizon Power. Thermon Group (NYSE: THR) Appoints Victor Richey to the Board of Directors. Mr. Richey is the former Chair of the Board and CEO at ESCO Technologies.

STEPHANIE UNWIN

VICTOR RICHEY

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Energy

Resignations/Retirements GrafTech Int’l (NYSE: EAF) Denis Turcotte resigns from the Board of Directors. Mr. Turcotte is a Managing Partner and COO at Brookfield Corp. Marathon Oil (NYSE: MRO) Kent Wells to leave the Board of Directors. Mr. Wells is the former CEO at Fidelity Exploration & Production.

KATHERINE MINYARD

Ovintiv (NYSE: OVV) Katherine Minyard retires from the Board of Directors. Ms. Minyard is a Partner at Cambiar Investors.

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Finance

New Board Appointments AIG (NYSE: AIG) Appoints James Dunne to the Board of Directors. Mr. Dunne is a Senior Managing Director at Piper Sandler Companies. Atlantic Union Bankshares (NYSE: AUB) Appoints Paul Engola, Donald Kimble and Michelle O’Hara to the Board of Directors. Mr. Engola is a Division President at Leidos, Mr. Kimble is the Vice Chair and CFO at KeyCorp and Ms. O’Hara is the CHRO at SAIC. JAMES DUNNE

AXIS Capital (NYSE: AXS) Appoints Bermuda Stanley Galanski to the Board of Directors. Mr. Galanski is the former CEO at Navigators Group. Axos Financial (NYSE: AX) Appoints Sara Wardell‑Smith to the Board of Directors. Ms. Wardell‑Smith is the former Head of Commercial Business at Wells Fargo. Central Pacific Financial (NYSE: CPF) Appoints Robert Nobriga to the Board of Directors. Mr. Nobriga is the CEO at Tradewind Group. Clover Leaf Capital (NASDAQ: CLOE) Appoints Luis Derechin to the Board of Directors. Mr. Derechin is the Founder of PointWorthy & JackBe.

SARA WARDELL‑SMITH

Community Bank System (NYSE: CBU) Appoints Dimitar Karaivanov to the Board of Directors. Mr. Karaivanov is the CEO-elect and COO at Community Bank System. Discover Financial Srvs (NYSE: DFS) Names Michael Rhodes CEO and he is appointed to the Board of Directors. Global Indemnity (NYSE: GBLI) Appoints Fred Karlinsky to the Board of Directors. Mr. Karlinsky is the Co-Chair at Greenberg Traurig. Hudson Pacific Properties (NYSE: HPP) Appoints Michael Nash to the Board of Directors. Mr. Nash is the Co-Founder and Chair of the Board at Blackstone Real Estate Debt Strategies.

MARY GALLIGAN

Marriott Vacations WW (NYSE: VAC) Appoints Mary Galligan to the Board of Directors. Ms. Galligan is the former Managing Director, Cyber & Strategic Risk at Deloitte. Mercury General (NYSE: MCY) Appoints Victor Joseph to the Board of Directors. Mr. Joseph is the COO at Mercury General.

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Finance

New Board Appointments Rocket Companies (NYSE: RKT) Appoints Varun Krishna to the Board of Directors. Mr. Krishna is the CEO at Rocket Companies. Skyward Specialty Insurance Grp (NASDAQ: SKWD) Appoints Mike Morrissey to the Board of Directors. Mr. Morrissey is the former CEO at Firemark Investments.

VARUN KRISHNA

Slam (NASDAQ: SLAM) Appoints Julian Nemirovsky to the Board of Directors. Mr. Nemirovsky is the Founder and President at Long Castle Advisors. TPG (NASDAQ: TPG) Appoints Nehal Raj, Jeffrey Rhodes and Josh Baumgarten to the Board of Directors. Mr. Raj and Mr. Rhodes are Managing Partners at PG and Mr. Baumgarten is a Managing Partner at TPG Angelo Gordon. United Community Banks (NASDAQ: UCBI) Appoints John James to the Board of Director. Mr. James is the former Controller at Bank of America. Willis Lease Finance (NASDAQ: WLFC) Appoints Brendan Curran to the Board of Directors. Mr. Curran is the former SVP, Commercial Services at Boeing.

JOHN JAMES

BRENDAN CURRAN

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Finance

Resignations/Retirements Arch Capital Group (NASDAQ: ACGL) Thomas Watjen resigns from the Board of Directors. Mr. Thomas is the former CEO at Unum Group. BancFirst (NASDAQ: BANF) Dennis Brand resigns from the Board of Directors. Mr. Brand is the CEO at BancFirst.

PATRICIA WALSH

Corebridge Financial (NYSE: CRBG) Patricia Walsh resigns from the Board of Directors. Ms. Walsh is the CLO at Stripe. eXp World (NASDAQ: EXPI) Jason Gesing resigns from the Board of Directors. Mr. Ginseng is the Chief Industry Relations Officer at eXp World. Green Dot (NYSE: GDOT) Rajeev Date resigns from the Board of Directors. Mr. Date is the Founder of Fenway Summer. KKR (NYSE: KKR) Dane Holmes resigns from the Board of Directors. Mr. Holmes is the CAO at KKR.

DANE HOLMES

Opendoor Technologies (NASDAQ: OPEN) Eric Wu resigns from the Board of Directors. Mr. Wu is the Co-Founder and President at Opendoor Technologies. SoFi Technologies (NASDAQ: SOFI) Richard Costolo resigns from the Board of Directors. Mr. Costolo is the former CEO at Twitter. Artisan Partners Asset Mgmt (NYSE: APAM) Andrew Ziegler retires from the Board of Directors. Mr. Ziegler is the Cofounder at Artisan Partners Asset Management. Raymond James Financial (NYSE: RJF) Thomas James retires from the Board of Directors and as Chairman Emeritus. Mr. James is the former CEO at Raymond. RLI (NYSE: RLI) Jonathan Michael retires from the Board of Directors. Mr. Micheal is the CEO at SS&C Technologies.

ERIC WU

Page 45

Different perspectives spark new thinking Change the boardroom conversation around Diversity, Equity & Inclusion

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© 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.

Healthcare

New Board Appointments Absci (NASDAQ: ABSI) Appoints Menelas Pangalos to the Board of Directors. Mr. Pangalos is the EVP, R&D BioPharmaceuticals Division at AstraZeneca. Acelyrin (NASDAQ: SLRN) Appoints Lynn Tetrault to the Board of Directors. Ms. Tetrault is the former EVP, HR and Corporate Affairs at AstraZeneca.

KEVIN CONROY

Align Technology (NASDAQ: ALGN) Appoints Kevin Conroy and Mojdeh Poul to the Board of Directors. Mr. Conroy is the Chair of the Board and CEO at Exact Sciences and Ms. Poul is the former Group President of HealthCare at 3M. AxoGen (NASDAQ: AXGN) Appoints Kathy Weiler to the Board of Directors. Ms. Weiler is the Chief Commercial & Growth Officer at Amwell. Beam Therapeutics (NASDAQ: BEAM) Appoints Christi Shaw to the Board of Directors. Ms. Shaw is the former CEO at Kite Pharmaceuticals. Bioventus (NASDAQ: BVS) Names Robert Claypoole CEO and he is appointed to the Board of Directors.

MOJDEH POUL

Cooper Companies (NASDAQ: COO) Appoints Lawrence Kurzius to the Board of Directors. Mr. Kurzisus is the former CEO at Zatarain. enGene (NASDAQ: ENGN) Appoints Lota Zoth to the Board of Directors. Ms. Zoth is the former CFO at MedImmune. Gossamer Bio (NASDAQ: GOSS) Appoints John Quisel to the Board of Directors. Mr. Quisel is the former CEO at Disc Medicine. Henry Schein (NASDAQ: HSIC) Appoints Carole Faig to the Board of Directors. Ms. Faig is a former Partner at EY.

CAROLE FAIG

Inspire Medical Systems (NYSE: INSP) Appoints Myriam Curet to the Board of Directors. Ms. Curet is the Chief Medical Officer at Intuitive Surgical.

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Healthcare

New Board Appointments Integra Lifesciences (NASDAQ: IART) Appoints Jeffrey Graves to the Board of Directors. Mr. Graves is the CEO at 3D Systems. Ionis Pharmaceuticals (NASDAQ: IONS) Appoints Michael Yang to the Board of Directors. Mr. Yang is the former CEO at ViaCyte.

EUGENE WOODS

iTeos Therapeutics (NASDAQ: ITOS) Appoints David Lee to the Board of Directors. Mr. Lee is the CEO at Servier Pharmaceuticals. Johnson & Johnson (NYSE: JNJ) Appoints Eugene Woods to the Board of Directors. Mr. Woods is the CEO at Advocate Health. Korro Bio (NASDAQ: KRRO) Appoints Rachel Meyers to the Board of Directors. Ms. Meyers is the Chief Scientific Officer at Faze Medicines. Luna Innovations (NASDAQ: LUNA) Appoints David Chanley to the Board of Directors. Mr. Chanley is the CoFounder at White Hat Capital Partners.

RACHEL MEYERS

MaxCyte (NASDAQ: MXCT) Promotes Maher Masoud to CEO and he is appointed to the Board of Directors. Option Care Health (NASDAQ: OPCH) Appoints Barbara Bodem and Norman Wright to the Board of Directors. Ms. Bodem is the former CFO at Hill-Rom and Ms. Wright is a former EVP at UnitedHealth. Orthofix Medical (NASDAQ: OFIX) Appoints Alan Bazaar, Michael Finegan and Charles Kummeth to the Board of Directors. Mr. Bazaar is the CEO at Hollow Brook Wealth, Mr. Finegan is the CEO at Acera Surgical and Mr. Kummeth is the CEO at BioTechne. Pacira Biosciences (NASDAQ: PCRX) Names Frank Lee CEO and he is appointed to the Board of Directors.

KEITH WOODS

QuidelOrtho (NASDAQ: QDEL) Appoints James Prutow to the Board of Directors. Mr. Prutow is a former Partner at PwC. Rocket Pharmaceuticals (NASDAQ: RCKT) Appoints Keith Woods to the Board of Directors. Mr. Woods is the COO at Argenx.

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Healthcare

New Board Appointments Safety Shot (NASDAQ: SHOT) Appoints Richard Pascucci to the Board of Directors. Mr. Pascucci is the Founder of Black Apple Group. STAAR Surgical (NASDAQ: STAA) Appoints Lillian Zhou to the Board of Directors. Ms. Zhou is the Founder and Managing Partner at Yulan Capital.

LILLIAN ZHOU

Tenet Healthcare (NYSE: THC) Appoints Vineeta Agarwala to the Board of Directors. Mr. Agarwala is a General Partner at Andreessen Horowitz. Theravance Biopharma (NASDAQ: TBPH) Appoints Jeremy Grant to the Board of Directors. Mr. Grant is a founding Managing Partner at Harbor Ridge. Theseus Pharmaceuticals (NASDAQ: THRX) Promotes Bradford Dahms to President and he is appointed to the Board of Directors. Tourmaline Bio (NASDAQ: TRML) Appoints Clay Siegall to the Board of Directors. Mr. Siegall is the Chair of the Board and CEO at Immunome.

CLAY SIEGALL

Tscan Therapeutics (NASDAQ: TCRX) Appoints Keith Woods to the Board of Directors. Mr. Woods is the former COO at Argenx. Vertex Pharmaceuticals (NASDAQ: VRTX) Appoints Nancy Thornberry to the Board of Directors. Ms. Thornberry is the former CEO at Kallyope.

NANCY THORNBERRY

Page 49

Healthcare

Resignations/Retirements Alkermes plc (NASDAQ: ALKS) Nancy Wysenski retires from the Board of Directors. Ms. Wysenski is the former Chief Commercial Officer at Vertex Pharmaceuticals. BioCryst Pharmaceuticals (NASDAQ: BCRX) Ken Lee retires from the Board of Directors. Mr. Lewis a Partner at Hatteras Venture Partners.

NANCY WYSENSKI

Butterfly Network (NYSE: BFLY) Gianluca Pettiti resigns from the Board of Directors. Mr. Pettiti is a SVP at Thermo Fisher Scientific. Cooper Companies (NASDAQ: COO) Gary Petersmeyer retires from the Board of Directors. Mr. Petersmeyer is the former CEO and Chair of the Board at Aesthetic Sciences. Entrada Therapeutics (NASDAQ: TRDA) John Crowley resigns from the Board of Directors. Mr. Crowely is the former Chair of the Board and CEO at Amicus Therapeutics. Intellia Therapeutics (NASDAQ: NTLA) John Crowley resigns from the Board of Directors. Mr. Crowley is the former Chair of the Board and CEO at Amicus Therapeutics. LianBio (NASDAQ: LIAN) Yizhe Wang retires as CEO and from the Board of Directors.

YIZHE WANG

Nuvation Bio (NYSE: NUVB) Oleg Nodelman resigns from the Board of Directors. Mr. Nodelman is the former CEO at Panacea Acquisition. Stryker (NYSE: SYK) Srikant Datar retires from the Board of Directors. Mr. Datar is the Dean of Harvard Business School. Tourmaline Bio (NASDAQ: TRML) Cariad Chester resigns from the Board of Directors. Mr. Chester is a Partner at TCGX.

SRIKANT DATAR

Page 50

Industrials

New Board Appointments AeroVironment (NASDAQ: AVAV) Appoints Joseph Votel to the Board of Directors. Mr. Votel is a former US Army 4-Star General. Baker Hughes (NASDAQ: BKR) Appoints Abdulaziz Al Gudaimi to the Board of Directors. Mr. Gudaimi is a former EVP at Aramco.

JOSEPH VOTEL

CHS (NASDAQ: CHSCP) Appoints Anthony Rossman to the Board of Directors. Mr. Rossman is the Co-Owner of Rossman Farms. Illinois Tool Works (NYSE: ITW) Appoints Jaime Irick to the Board of Directors. Mr. Irick is a SVP at PPG Industries. L3Harris Technologies (NYSE: LHX) Appoints Kirk Hachigian and William Swanson to the Board of Directors. Mr. Hachigian is the Chair of the Board and CEO at Cooper Industries and Mr. Swanson is the former CEO at Raytheon. Landstar System (NASDAQ: LSTR) Names Frank Lonegro CEO and he is appointed to the Board of Directors.

FRANK LONEGRO

LB Foster (NASDAQ: FSTR) Appoints David Meyer to the Board of Directors. Mr. Meyer is the COO at Stone Canyon Industries Rail. Mosaic (NYSE: MOS) Appoints Jody Kuzenko to the Board of Directors. Ms. Kuzenko is the CEO at Torex Gold Resources. Newell Brands (NASDAQ: NWL) Appoints Anthony Terry to the Board of Directors. Mr. Terry is the former CFO at Marriott Vacations Worldwide. NextNav (NASDAQ: NN) Names Mariam Sorond CEO and she is appointed to the Board of Directors.

ANTHONY TERRY

RTX (NYSE: RTX) Promotes Chris Calio to CEO and he is appointed to the Board of Directors. Smith-Midland (NASDAQ: SMID) Appoints Matthew Smith and Read Van de Water to the Board of Directors. Mr. Smith is the VP, Sales & Marketing at Smith-Midland and Ms. Van de Water is the SVP, External Affairs at Safran.

Page 51

Industrials

New Board Appointments SunOpta (NASDAQ: STKL) Names Brian Kocher CEO and he is appointed to the Board of Directors. Union Pacific (NYSE: UNP) Appoints John Tien to the Board of Directors. Mr. Tien is a former US Army Colonel.

JOHN TIEN

Willscot Mobile Mini (NASDAQ: WSC) Appoints Natalia Johnson to the Board of Directors. Ms. Johnson is the Chief Officer at Public Storage. WW Grainger (NYSE: GWW) Appoints Chris Klein to the Board of Directors. Mr. Klein is the CEO at Fortune Brands Home & Security.

NATALIA JOHNSON

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Industrials

Resignations/Retirements ASA Gold and Precious Metals (NYSE: ASA) Anthony Artabane retires from the Board of Directors. Mr. Artabane is a Managing Partner at Anthony Artabane CPA. Carpenter Technology (NYSE: CRS) Kathy Hopinkah Hannan resigns from the Board of Directors. Ms. Hannan is a former Partner at KPMG.

KATHY HOPINKAH HANNAN

Eastman Chemical (NYSE: EMN) Edward Doheny to leave the Board of Directors. Mr. Doheny is the former CEO at Sealed Air. Ecovyst (NYSE: ECVT) Jonny Ginns resigns from the Board of Directors. Mr. Ginns is the GC at INEOS. ITT (NYSE: ITT) Richard Lavin retires from the Board of Directors. Mr. Lavin is the former CEO at Commercial Vehicle Group. Janus Int’l Grp (NYSE: JBI) Colin Leonard and Jose Feliciano resign from the Board of Directors. Mr. Leonard is a Partner at Clearlake Capital and Mr. Feliciano is the CoFounder and Managing Partner at Clearlake.

RICHARD LAVIN

Johnson Controls Int’l (NYSE: JCI) Michael Daniels to leave the Board of Directors. Mr. Daniels is a former SVP at IBM. Lennox Int’l (NYSE: LII) Kim Rucker resigns from the Board of Directors. Ms. Rucker is the former EVP, GC and Secretary at Andeavor. NuScale Power (NYSE: SMR) Chris Panichi resigns from the Board of Directors. Mr. Panichi is a President at Fluor Corp Energy Solutions Group. Orion SA (NYSE: OEC) Anthony Davis resigns from the Board of Directors. Mr. Davis is the CEO and CIO at Inherent Group. Pacific Biosciences of California (NASDAQ: PACB) David Botstein resigns from the Board of Directors. Mr. Botstein is the former Chief Scientific Officer at Calico Life Sciences.

KIM RUCKER

Page 53

Miscellaneous

New Board Appointments Shimmick (NASDAQ: SHIM) Appoints Joseph Del Guercio to the Board of Directors. Mr. Guercio is the CEO at Clark Enterprises.

JOHN TIEN

Page 54

Public Utilities

New Board Appointments Ameren (NYSE: AEE) Appoints Kimberly Harris to the Board of Directors. Ms. Harris is the former CEO at Puget Energy. Exelon (NASDAQ: EXC) Appoints Bryan Segedi to the Board of Directors. Mr. Segedi is the former Deputy Vice Chair at EY.

KIMBERLY HARRIS

MGE Energy (NASDAQ: MGEE) Appoints Patricia Ackerman, Daniel Kelly and Angela Rieger to the Board of Directors. Ms. Ackerman is a former SVP and Treasurer at AO Smith, Mr. Kelly is the Chief Underwriting Officer at American Family Insurance and Ms. Rieger is an EVP at Lands’ End.

Resignations/Retirements New Board Appointments FirstEnergy (NYSE: FE) Andrew Teno resigns from the Board of Directors. Mr. Teno is a Portfolio Manager at Icahn Group. Kinder Morgan (NYSE: KMI) Ron Kuehn retires from the Board of Directors. Mr. Kuehn is the former Chair of the Board at El Paso Corp. UGI (NYSE: UGI) Roger Perreault departs as CEO and from the Board of Directors. ROGER PERREAULT

Unitil (NYSE: UTL) Eben Moulton resigns from the Board of Directors. Mr. Moulton is a former President at Signal Capital.

Page 56

Real Estate

New Board Appointments Agree Realty (NYSE: ADC) Appoints Linglong He to the Board of Directors. Ms. He is the Chief Leadership Advisor at Rocket Central Division. Alexandria Real Estate Equities (NYSE: ARE) Appoints Sheila McGrath to the Board of Directors. Ms. McGrath is a former Senior Managing Director at Evercore ISI.

LINGLONG HE

CEO Crown Castle (NYSE: CCI) Appoints Jason Genrich and Sunit Patel to the Board of Directors. Mr. Genrich is a Portfolio Manager at Elliott and Mr. Patel the CFO at Ibotta. Essex Property Trust (NYSE: ESS) Appoints Anne Gust and John Arabia to the Board of Directors. Ms. Gust is the former Special Counsel to the Governor of California and Mr. Arabia is the former CEO at Sunstone Hotel Investors. Grand Canyon Education (NASDAQ: LOPE) David Adame resigns from the Board of Directors. Mr. Adame is the former CEO at Chicanos por la Causa. Kilroy Realty (NYSE: KRC) Names Angela Aman CEO and she is appointed to the Board of Directors.

SHEILA MCGRATH

SBA Communications (NASDAQ: SBAC) Appoints Brendan Cavanagh to the Board of Directors. Mr. Cavanagh is the CEO-elect at SBA Communications. Universal Technical Institute (NYSE: UTI) Appoints Chris Shackelton to the Board of Directors. Mr. Shackleton is a Managing Partner at Coliseum Capital.

BRENDAN CAVANAGH

Page 57

Real Estate

Resignations/Retirements New Board Appointments Crown Castle (NYSE: CCI) Jay Brown retires as CEO and from the Board of Directors. Digital Realty Trust (NYSE: DLR) Alexis Black Bjorlin resigns from the Board of Directors. Ms. Bjorlin is the former VP, Infrastructure at Meta. Easterly Government Properties (NYSE: DEA) William Trimble retires as CEO and from the Board of Directors. JAY BROWN

Farmland Partners (NYSE: FPI) Murray Wise resigns from the Board of Directors. Mr. Wise is a Founder at Murray Wise Associates. Macerich (NYSE: MAC) Steven Soboroff retires from the Board of Directors. Mr. Soboroff is a Managing Director at Soboroff Partners.

WILLIAM TRIMBLE

Page 58

Technology

New Board Appointments Analog Devices (NASDAQ: ADI) Appoints Peter Henry to the Board of Directors. Mr. Henry is the former Dean of New York University Stern School of Business. BlackBerry (NYSE: BB) Promotes John Giamatteo to CEO and he is appointed to the Board of Directors.

PETER HENRY

Dropbox (NASDAQ: DBX) Appoints Andrew Moore to the Board of Directors. Mr. Moore is a former VP at Google Cloud. Forge Global (NYSE: FRGE) Appoints Eric Leupold to the Board of Directors. Mr. Leupold is a Managing Director at Deutsche Börse. Geospace Technologies (NASDAQ: GEOS) Appoints Stephen Jumper to the Board of Directors. Mr. Jumper is the former CEO at Dawson Geophysical. IAC (NASDAQ: IAC) Appoints Maria Seferian to the Board of Directors. Ms. Seferian is the General Counsel at Hillspire.

MARIANNE BROWN

IBM (NYSE: IBM) Appoints Marianne Brown to the Board of Directors. Ms. Brown is the former COO at Fidelity National Information Services. Int’l Money Express (NASDAQ: IMXI) Appoints Karen Higgins-Carter to the Board of Directors. Ms. HigginsCarter is the Chief Information & Digital Officer at Gilbane. Leidos (NYSE: LDOS) Appoints Nancy Ann Norton to the Board of Directors. Ms. Norton is a former US Navy Vice Admiral. Methode Electronics (NYSE: MEI) Names Avi Avula CEO and he is appointed to the Board of Directors. Open Text (NASDAQ: OTEX) Appoints Goldy Hyder to the Board of Directors. Mr. Hyder is the former CEO at Hill+Knowlton Strategies.

NANCY ANN NORTON

PAR Technology (NYSE: PAR) Appoints Linda Marie Crawford to the Board of Directors. Ms. Crawford is the former CEO at Helpshift. PDF Solutions (NASDAQ: PDFS) Appoints Chi-Foon Chan to the Board of Directors. Mr. Chan is the former Co-CEO and COO at Synopsys.

Page 59

Technology

New Board Appointments PubMatic (NASDAQ: PUBM) Appoints Ramon Jones to the Board of Directors. Mr. Jones is the Chief Marketing Officer at Nationwide Mutual Insurance. Semtech (NASDAQ: SMTC) Appoints Julie Garcia Ruehl to the Board of Directors. Ms. Ruehl is the former Chief Financial Officer at Fly Leasing Limited.

JULIE GARCIA RUEHL

Sterling Check (NASDAQ: STER) Appoints Jagtar Narula to the Board of Directors. Mr. Narula is the CFO at WEX.

Page 60

Technology

Resignations/Retirements American Well (NYSE: AMWL) Deval Patrick resigns from the Board of Directors. Mr. Patrick is a former Managing Partner at Bain Capital. Asana (NYSE: ASAN) Amit Singh resigns from the Board of Directors. Mr. Singh is the Chief Business Officer at Palo Alto Networks.

DEVAL PATRICK

ASGN (NYSE: ASGN) Marty Kittrell retires from the Board of Directors. Mr. Kittrell is the former CFO at Dresser. DXC Technology (NYSE: DXC) Michael Salvino departs as CEOand resigns from the Board of Directors. NCR Voyix (NYSE: VYX) Georgette Kiser to leave the Board of Directors. Ms. Kiser is an Executive at Carlyle Ops. Perficient (NASDAQ: PRFT) Ralph Derrickson resigns from the Board of Directors. Mr. Derrickson is the former CEO at BSquare. RingCentral (NYSE: RNG) Tarek Robbiati resigns as CEO and from the Board of Directors.

GEORGETTE KISER

TE Connectivity (NYSE: TEL) Thomas Lynch retires from the Board of Directors. Mr. Lynch is the former Chair of the Board and CEO at TE Connectivity. Zuora (NYSE: ZUO) Magdalena Yesil resigns from the Board of Directors. Ms. Yesil is the former Chair of the Board at Informed and Founder of Broadway Angels.

THOMAS LYNCH

Page 61

December 2023 Board Appointments Private Corporations

Ayana Bio Appoints Jim Hamilton to the Board of Directors. Mr. Hamilton is the former CEO at OMNIActive Health Technologies. Church Mutual Appoints Jessica Saperstein to the Board of Directors. Ms. Saperstein is the Chief Customer Experience Officer at Voya Financial.

STEPHANIE STAHL

Hightop Health Appoints Carol Vallone to the Board of Directors. Ms. Vallone is the Chair of the Board at McLean Hospital. Kibo Appoints Stephanie Stahl to the Board of Directors. Ms. Stahl is a Senior Advisor at Boston Consulting Group. LuckyTruck Appoints Will Urban to the Board of Directors. Mr. Urban is the former CRO at Flexport. Rebrandly Appoints Maria Thomas to the Board of Directors. Ms. Thomas is CPO at Buffer.

JAY WILLIAMS

Shenkman Capital Management, Inc. Appoints Jay Williams to the Board of Directors. Mr. Williams is a Partner at Galway Holdings and a former NBA Basketball Player. Westamerica Appoints Alisa Belew to the Board of Directors. Ms. Belew is a Director at Newmark. XCCommerce Appoints Diane Randolph to the Board of Directors. Ms. Randolph is the former CIO at Ulta Beauty. Zendesk Appoints Kelly Grier to the Board of Directors. Ms. Grier is the Chair and Managing Partner at EY US.

KELLY GRIER

Page 62

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December 2023 Board Appointments Corporation Index

3D Systems �� 48 ABS Capital Partners �� 37 Absci �� 47 ACCO Brands ��35 Acelyrin �� 47 Acera Surgical �� 48 Advocate Health ��48 AeroVironment �� 51 Aesthetic Sciences �� 50 AIG ��43 Air Line Pilots Association, International. ��38 Albertsons Companies ��40 Alight �� 35 Align Technology �� 47 Alkermes plc ��50 Ameren �� 56 American Well �� 61 America’s Car-Mart ��35 Amicus Therapeutics �� 50 Amwell �� 47 Analog Devices ��59 Andeavor �� 53 Anthony Artabane CPA ��53 AO Smith �� 56 Apple Group ��49 Aramco ��51 Argenx �� 48, 49 Artisan Partners Asset Management ��45 Artisan Partners Asset Mgmt ��45 ASA Gold and Precious Metals �� 53 ASGN ��61 AstraZeneca �� 47 Asurion ��36 Atlantic Union Bankshares �� 43 Avail Infrastructure Solutions ��35 AXIS Capital ��43 AxoGen �� 47 Axos Financial ��43 Baker Hughes ��51 BancFirst ��45 Bank of America ��44 Barrick Gold ��34 Bath & Body Works ��36 Beam Therapeutics �� 47 Beauty Health �� 37 Best Buy �� 35

Beyond �� 37 BioCryst Pharmaceuticals ��50 BioPharmaceuticals Division at AstraZeneca ��47 Bio-Techne �� 48 Bioventus ��47 BlackBerry ��59 Blackstone Real Estate Debt Strategies ��43 Boeing ��44 Boston Consulting Group ��62 Bristow Grp �� 35 Broadway Angels �� 61 Brookfield Corp ��42 Buff City Soap ��36 Butterfly Network �� 50 Calico Life Sciences ��53 Cambiar Investors ��42 Carpenter Technology ��53 Central Pacific Financial �� 43 CHS �� 51 Clearlake ��53 Clover Leaf Capital ��43 Coca-Cola �� 35 Coeur Mining ��34 Commercial Services at Boeing ��44 Commercial Vehicle Group �� 35, 53 Communications & Power Industries LLC ��33 Community Bank System ��43 comScore �� 37 Cooper Companies ��47, 50 Cornerstone Growth Advisors �� 38 Cracker Barrel Old Country Store �� 35 Crocs ��35 Crown Castle ��58 CVR Energy �� 41 Dawson Geophysical �� 59 Deloitte ��43 Deutsche Börse ��59 Digital Realty Trust �� 58 Dine Brands Global �� 37 Discover Financial Srvs �� 43 Dollar General �� 35 Driven Brands ��35 Easterly Government Properties ��58 Eastman Chemical ��53 Ecolab ��35 Ecovyst ��53

Electronic Arts ��36 El Paso Corp ��56 Enbridge �� 41 Energy Vault �� 41 enGene �� 47 Entrada Therapeutics ��50 ESCO Technologies �� 41 EVP at J&J ��36 Exelon �� 56 eXp World �� 45 EY ��47, 56 Fabletics �� 37 Facebook �� 31 Farmland Partners �� 58 Faze Medicines �� 48 Fenway Summer . . . . ��45 Fidelity Exploration & Production ��42 Fidelity National Information Services 5 �� 9 Firemark Investments ��44 FirstEnergy ��56 First Watch Restaurant Group ��35 Flexport ��62 Fluor Corp Energy Solutions Group ��53 Forge Global ��59 Fortune Brands Home & Security ��52 Fresh Del Monte ��40 GC Avaya ��35 Gentherm ��35 Geospace Technologies ��59 Gilbane ��59 Global Indemnity ��43 Gossamer Bio ��47 GrafTech Int’l ��42 Greenberg Traurig ��43 Green Dot �� 45 Grubhub ��40 Harbor Ridge �� 49 Harvard Business School �� 50 Hatteras Venture Partners ��50 Health & Wellbeing at Unilever �� 35 Helpshift ��59 Henry Schein ��47 Hill+Knowlton Strategies �� 59 Hillspire �� 59 Honest ��35 Horizon Power �� 41 Hudson Pacific Properties ��43

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December 2023 Board Appointments Corporation Index

Hyatt Hotels ��35 IAC �� 59 IBM �� 1, 53, 59 Icahn Enterprises �� 41 Icahn Group �� 56 IHC Health Services ��36 Illinois Tool Works �� 51 Immunome 4 �� 9 INEOS ��53 Inherent Group ��53 Inspire Medical Systems ��47 Integra Lifesciences ��48 Intel ��40 Intellia Therapeutics �� 50 Interface ��36 Int’l Money Express ��59 Intuitive Surgical ��47 Ionis Pharmaceuticals ��48 iTeos Therapeutics ��48 ITT ��53 Jack in the Box ��36 Janus Int’l Grp ��53 Johnson Controls �� 36 Johnson Controls Int’l ��53 Johnson & Johnson ��48 Jordan Brand Nike ��40 Kallyope ��49 Kinder Morgan ��56 Kite Pharmaceuticals ��47 KKR ��45 Knowles ��40 Kohl’s ��40 Kohls ��36 Korro Bio ��48 KPMG �� 3, 53 Krispy Kreme ��40 L3Harris Technologies �� 51 Lands’ End ��56 Landstar System �� 51 LB Foster �� 51 Leidos �� 43, 59 Lennox Int’l ��53 Levi Strauss �� 37 LianBio ��50 Limoneira ��40 Liquidity Services �� 37

Long Castle Advisors ��44 Luna Innovations ��48 Macerich �� 58 Marathon Oil ��42 Marriott Vacations Worldwide �� 51 Marriott Vacations WW ��43 MaxCyte ��48 Medicine ��47 MedImmune ��47 MedTech at Google ��35 Mercury General ��43 Meta ��58 Methode Electronics ��59 MGE Energy ��56 MGP Ingredients ��40 Minhas Breweries �� 41 Minute Maid ��40 Mobile Mini ��38 Molson Coors Beverage ��40 Morgan Stanley ��36 Mosaic �� 51 Mountain Hawk Capital Ptnrs �� 37 Murray Wise Associates ��58 Nantahala Capital ��35 Nationwide Mutual Insurance ��60 Navigators Group ��43 NCR Voyix �� 61 Newell Brands �� 51 Newmark ��62 New York University Stern School of Business ��59 NextNav �� 51 NGM Biopharmaceuticals ��35 Nikola ��36 Nolan Capital ��40 NuScale Power ��53 Nuvation Bio ��50 Olaplex ��36 Ollie’s Bargain Outlet ��36 Omnicom Group ��36 OpenAI �� 31 Opendoor Technologies ��45 Option Care Health ��48 Orion SA ��53 Orthofix Medical ��48 Ovintiv ��42 Pacific Biosciences of California ��53

Pacira Biosciences ��48 PAR Technology ��59 PayPal ��38 PDF Solutions ��59 Peloton Interactive ��36 Perficient �� 61 Prudential Financial ��36 Piper Sandler Companies ��43 PointWorthy & JackBe ��43 PPG Industries �� 51 Procter & Gamble ��36 Public Storage. ��52 PubMatic ��60 Puget Energy ��56 PVH ��38 PwC �� 48 QuidelOrtho ��48 Quora �� 31 R1 RCM ��36 RAND Corporation �� 31 Raymond ��45 Raymond James Financial ��45 Raytheon �� 51 RB Global ��38 RingCentral �� 61 RLI ��45 Rocket Companies ��44 Rocket Pharmaceuticals ��48 Rocky Brands ��38 Rossman Farms �� 51 RTX �� 51 Saatchi & Saatchi Worldwide �� 36 Safety Shot ��49 Safran �� 51 SAIC ��43 Sealed Air �� 53 Servier Pharmaceuticals ��48 Shyft Grp �� 38 Signal Capital ��56 Sky Group ��36 Skyward Specialty Insurance Grp ��44 Slam �� 44 Smith-Midland �� 51 Soboroff Partners �� 58 SoFi Technologies ��45 SS&C Technologies �� 45 STAAR Surgical �� 49

Page 65

December 2023 Board Appointments Corporation Index

Sterling Check �� 60 Steve Madden ��38 Stitch Fix ��38 Stone Canyon Industries Rail ��51 Stripe ��45 Stryker ��50 SunOpta ��52 Synopsys ��59 TCGX ��50 TE Connectivity ��61 Tenet Healthcare ��49 The Newton School �� 37 Thermo Fisher Scientific ��50 Thermon Group �� 41 Tiffany ��35 Toll Brothers ��36 Torex Gold Resources ��51 Tourmaline Bio �� 49, 50 Toyota North America �� 37 TPG ��44 TPG Angelo Gordon ��44 Tradewind Group ��43 TravelCenters of America ��36 TreeHouse Foods ��40 Twitter ��45 UCLA Anderson Graduate School of Management �� 34 UGI ��56 Ulta Beauty ��62 Union Pacific �� 1, 52 United Airlines ��38 United Community Banks ��44 UnitedHealth ��48 UnitedHealth Group �� 37 Unitil �� 56 Unum Group ��45 US Army �� 51, 52 Vertex Pharmaceuticals �� 49, 50 ViaCyte ��48 Walt Disney �� 36 Wells Fargo �� 43 Wendys �� 37 Westamerica �� 62 Western Union �� 37 WEX �� 37 White Hat Capital Partners ��48 Willdan Group �� 37

Willis Lease Finance �� 4 Willscot Mobile Mini ��52 WW Grainger ��52 Wynn Resorts �� 37 XCCommerce ��62 YouTube ��38 Yulan Capital ��49 Zendesk ��62 Zuora �� 61

Page 66

December 2023 Board Appointments Director Index

Abraham, Allison. ��38 Ackerman, Patricia. . . ��56 Adame, David. . . �� 57 Agarwala, Vineeta . . . ��49 Al Gudaimi, Abdulaziz. . . . ��51 Aman, Angela. . . �� 57 Arabia, John. �� 57 Arlin, Wendy. ��35 Arlin, Wendy. �� 37 Artabane, Anthony. . . ��53 Ashdown, Clay. . ��38 Avula, Avi. . . . ��59 Baglivo, Mary. . . . ��36 Baldwin, Amanda. . . . .. ��36 Barkley, Michael. ��35 Baumgarten, Josh . . . ��44 Bazaar, Alan. ��48 Belew, Alisa. ��62 Bieber, Michael. . �� 37 Bjorlin, Alexis Black. . . ��58 Bodem, Barbara. ��48 Bogliol, Alessandro. . . ��35 Botstein, David. . ��53 Brand, Dennis. . . ��45 Bratcher, David. . ��38 Brooks, Mike. ��38 Brown, Jay . . ��58 Brown, Marianne. ��59 Bruzzo, Chris. ��36 Buba, Jonathan. ��35 Calio, Chris. . ��51 Cameron-Doe, Julie. . �� 37 Cardwell, Aimee. �� 37 Cavanagh, Brendan. �� 57 Chan, Chi-Foon. ��59 Chanley, David. . ��48 Charlesworth, Joshua. . . . ��38 Chester, Cariad. ��50 Claypoole, Robert. . . . �� 47 Clevinger, Thomas. . . ��38 Clough, Phillip. . . �� 37 Collyns, Susan. . . �� 37 Conroy, Kevin . . . �� 47 Costolo, Richard. ��45 Crawford, Linda Marie. . . . ��59 Crowley, John. . . ��50 Crowley, John. . . ��50

Curet, Myriam. . . �� 47 Curran, Brendan. ��44 Dahms, Bradford. ��49 Daniels, Michael. �� 53 Darroch, Jeremy. �� 36 Datar, Srikant. . . . ��50 Date, Rajeev. ��45 Davis, Anthony. . �� 53 Derechin, Luis . . . �� 43 Derrickson, Ralph. . . . . ��60 DeWitt, Adam. . . �� 38 Doheny, Edward. �� 53 Dunne, James. . . �� 43 Edwards, Sebastian. . �� 34 Engola, Paul. �� 43 Eul, Hermann. . . . �� 38 Faig, Carole. �� 47 Feliciano, Jose . . �� 53 Finegan, Michael. ��48 Galanski, Stanley. �� 43 Galligan, Mary. . . �� 43 Garratt, John. . . . �� 35 Genrich, Jason. . �� 57 Genrich, Jason. . �� 57 Gesing, Jason. . . ��45 Giamatteo, John. ��59 Ginns, Jonny. �� 53 Gorman, James. �� 36 Grant, Jeremy. . . ��49 Graves, Jeffrey. . ��48 Grier, Kelly. . . �� 62 Guercio, Joseph Del. . ��54 Gus, Anne. . . �� 57 Hachigian, Kirk. . �� 51 Hamilton, Jim. . . �� 62 Hannan, Kathy Hopinkah. �� 53 Harmonto, Damien. . . �� 35 Harris, Kimberly . ��56 He, Linglong. �� 57 Henry, Peter. ��59 Higgins-Carter, Karen. . . . ��59 Holmes, Dane. . . ��45 Hyder, Goldy. ��59 Irick, Jaime. . �� 51 James, John. ��44 James, Thomas. ��45 Johnson, Natalia. �� 52

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December 2023 Board Appointments Director Index

Johnson, William. ��35 Jones, Ramon. . . ��60 Joseph, Victor. . . ��43 Jumper, Stephen. ��59 Karaivanov, Dimitar. . ��43 Karlinsky, Fred. . . ��43 Kelly, Daniel. ��56 Kimble, Donald. . ��43 Kiser, Georgette. ��60 Kittrell, Marty. ��60 Klein, Chris. . ��52 Kocher, Brian. . . . ��52 Kowalchik, Laura. ��35 Krcmarov, Rob . . ��34 Krishna, Varun. . . ��44 Kuehn, Ron. . ��56 Kummeth, Charles. . . ��48 Kurzius, Lawrence. . . . �� 47 Kuzenko, Jody. . . ��51 Lavin, Richard. . . ��53 Lee, David. . . ��48 Lee, Frank . . . ��48 Lee, Ken. ��50 Leonard, Colin. . . ��53 Leupold, Eric. ��59 Lonegro, Frank . . ��51 Lynch, Alissa Hsu. ��35 Lynch, Thomas. . ��60 Mangini, Siobhan Nolan. . ��35 Marcus, Catherine . . . ��35 Masoud, Maher . ��48 McEvoy, Ashley. . ��36 McGrath, Sheila. �� 57 Mena, Enrique Ramirez. . . ��35 Mensah, Sarah. . �� 37 Meyer, David. . . . ��51 Meyers, Rachel. . ��48 Michael, Jonathan . . . ��45 Minhas, Manjit. . . ��41 Minyard, Katherine. . . ��42 Mohan, Neal. ��38 Moore, Andrew. . ��60 Morrissey, Mike. . ��44 Moulton, Eben. . . ��56 Narula, Jagtar. . . ��60 Nash, Michael. . . ��43 Nemirovsky, Julian. . . ��44

Nobriga, Robert . ��43 Nodelman, Oleg. ��50 Nolan, Peter. ��38 Norton, Nancy Ann. . . ��59 O’Hara, Michelle. ��43 Olsson, Erik. . ��36 Pangalos, Menelas. . . �� 47 Panichi, Chris. . . . ��53 Papapostolou, Ted. . . �� 41 Pascucci, Richard. . . . ��49 Patrick, Deval. . . . ��60 Perreault, Roger. ��56 Pertchik, Jonathan. . . ��36 Petersmeyer, Gary . . . ��50 Pettiti, Gianluca. ��50 Pineda, Patricia Salas. . . . ��36 Poul, Mojdeh. �� 47 Prutow, James . . ��48 Puri, Ajai. ��38 Quisel, John. �� 47 Raj, Nehal. . . ��44 Randolph, Diane. ��62 Reinsdorf, Judith. ��36 Replogle, John . . ��35 Replogle, John . . ��35 Rhodes, Jeffrey. . ��44 Rhodes, Michael. ��43 Rieger, Angela. . . ��56 Robbiati, Tarek. . ��60 Rosenfeld, Edward . . . ��38 Rosenthal, Brent. ��38 Rossman, Anthony. . . �� 51 Rucker, Kim. . ��53 Ruehl, Julie Garcia . . . ��60 Salvino, Michael. ��60 Sandstrom, Katherine. . . . ��36 Santos, Cassandra. . . ��36 Saperstein, Jessica. . . ��62 Schulman, Daniel . . . . ��38 Seferian, Maria. . ��59 Segedi, Bryan . . . ��56 Shackelton, Chris. . . . . �� 57 Shah, Shefali. ��35 Shaw, Christi. �� 47 Siegall, Clay. ��49 Simermeyer, Elizabeth. . . . ��34 Singh, Amit. . ��60

Smith, Matthew . �� 51 Soboroff, Steven. ��58 Solheim, Jostein. ��35 Sorond, Mariam. �� 51 Stahl, Stephanie. ��62 Stanleick, Andrew. . . . �� 37 Swanson, William . . . . �� 51 Teno, Andrew . . . ��56 Terry, Anthony. . . �� 51 Tetrault, Lynn. . . . �� 47 Thomas, Maria. . ��62 Thompson, Garth . . . . ��38 Thornberry, Nancy . . . ��49 Tien, John. . . ��52 Timmto, Jill. . ��38 Trimble, William. ��58 Turcotte, Denis. . ��42 Unwin, Stephanie. . . . . �� 41 Urban, Will. . . ��62 Vallone, Carol. . . ��62 Victor, Richey. . . . �� 41 Votel, Joseph. . . . �� 51 Walsh, Patricia. . ��45 Wang, Yizhe. ��50 Wardell‑Smith, Sara. . ��43 Watjen, Thomas. ��45 Weiler, Kathy. . . . �� 47 Wells, Kent . . ��42 Williams, Jay. . . . ��62 Wise, Murray. ��58 Woods, Eugene. . ��48 Woods, Keith. . . . ��48 Woods, Keith. . . . ��49 Wu, Eric. ��45 Wysenski, Nancy. ��50 Yang, Michael. . . ��48 Yesil, Magdalena. ��60 Zho, Lillian. . . ��49 Ziegler, Andrew. . ��45 Zoth, Lota. . . . �� 47

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