PepsiCo treasurer Lionel L. Nowell, III was elected to Reynolds American’s board, and will serve on the audit committee. Nowell is also a board member of the American Electric Power Company.
Coca-Cola appointed former U.S. Secretary of Labor Alexis M. Herman as a director of the company. Herman served as the nation’s 23rd Secretary of Labor, and was the first African-American to lead the U.S. Department of Labor. She currently serves as chief executive officer of New Ventures, and chairs the diversity advisory board of Toyota Motor Sales, U.S.A. She also serves on the boards of Cummins, Entergy Corporation, and MGM Mirage.
BMC Software named Gary Bloom, former vice chairman and president of Symantec, to its board. Bloom has served on the boards of such publicly traded companies as Virata, Globespan Virata, Veritas, Taleo, and Symantec.
Sir Roy Anderson, former chief scientific advisor to the U.K. Ministry of Defense, was appointed a non-executive director of GlaxoSmithKline’s board.
The Hershey Co. is overhauling its entire board by replacing eight of its directors. Kenneth L. Wolfe will succeed current Chairman Richard H. Lenny as non-executive chairman , effective January 1. Seven new independent directors have been chosen to replace the former six who resigned at the request of the Hershey Trust. Additionally, replacements for two additional board members who resigned will be elected at the company’s annual meeting next year. Meanwhile, David J. West was elected to the board to succeed Lenny as president and CEO of the company.
Harmonic, a leading provider of high-performance video solutions, appointed Patrick Gallagher to its board. Gallagher currently serves on the board of directors at Getronics NV, a publicly traded company in the Netherlands, and is vice chairman of the board at Golden Telecom.
HealthSouth named John W. Chidsey, CFO and director of Burger King Holdings, to its board. Prior to his time at Burger King, which began in 2004, Chidsey served as chairman and CEO for two corporate divisions at Cendant Corp. He has also served as the CFO of Pepsi-Cola Eastern Europe and of PepsiCo World Trading Co.
Walter W. Driver, former chairman of King & Spalding, was appointed to the board of Equifax.
Wendell Adair, Eugene I. Davis, James B. Shein, and Bradley Scher were appointed independent directors of Atari. Davis was also named non- executive chairman, and Adair, Davis, and Shein were elected to serve on the audit committee, on which Adair will serve as chairman. Additionally, Shein will chair the compensation and governance committee.
Mary L. Cleave, a former associate administrator for NASA’s Science Mission Directorate, was appointed to the Sigma Space board. She is a veteran of two space shuttle flights, logging a total of more than 10 days in space.
Fannie Mae named John C. Sites, Jr., to its board, on which he will serve on the housing and community finance and risk policy and capital committees. Sites is a general partner of Rock Creek Capital Advisors.
Charlotte Russe Holding appointed Herbert Kleinberger to its board, and to the company’s audit and compensation committees.
James A. Marcum, a partner and former operating director of Tri-Artisan Capital Partners, was named to the board of Iconix Brand Group. Marcum is also a principal shareholder and has served as chairman and CSO of Enabl-u Technologies, a provider of interactive training and data management solutions.
Wendell S. Reilly and J. Powell Brown were named to the board of insurance company Brown & Brown. Reilly is currently the managing partner of Grapevine Partners of Atlanta and Brown is president of the independent insurance firm.
Micromet, a biotech company in Bethesda, Md., named Joseph P. Slattery to its nine-member board and to chair its audit committee. The former CFO for Digene Corp., he left that position following the acquisition of Digene by Qiagen.
Drug giant Pfizer named Suzanne Nora Johnson, a retired vice chairman of Goldman Sachs, and James M. Kilts, former CEO of Gillette and a current founding partner of Centerview Partners, to its board.
CarMax, the nation’s largest retailer of used cars, appointed Shira D. Goodman, executive vice president of marketing at Staples, and Ronald E. Blaylock, founder, chairman and CEO of Blaylock & Company, to its board.
LECG, a global expert services firm, appointed Alison Davis to its board as an independent director, as well as the board’s audit and compensation committees. Davis is a general partner and managing partner at Belvedere Capital Partners and formerly CFO of Barclays Global Investors.
Helicos BioSciences named Ronald Lowry, former president and CEO of Fisher Biosciences, to its board.
The Federal Housing Finance Board appointed Ohio residents Carl Wick and Charles “Bud” Koch to the board of directors of Federal Home Loan Bank of Cincinnati. They begin serving three-year terms as public-interest directors, effective January 1, 2008.
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Voting With Their Feet at ACS
The turmoil brewing between the board and shareholders of AffiliatedComputer Services boiled over last month when five independentdirectors resigned. The departures followed a failed attempt to close a$6.2-billion deal proposed by Cerberus Capital Management championed byACS Chairman Darwin Deason. The independent board members accusedDeason of stifling other suitors. Deason, in turn, accused the boardmembers of holding up the Cerberus deal, until the private-equity firmbacked out.
Ultimately, the directors—Robert Holland, J. LivingstonKosberg, Frank Rossi, Dennis McCuistion,and Joseph O’Neill—noisilyresigned in protest of Deason’s attempt to take the company private.They also filed a lawsuit against Deason and other ACS executives inDelaware Chancery Court, asking for a declaratory judgment that theydid not breach their fiduciary duties.
Deason had sought theresignations, arguing in a letter made public that “the board has comeunder increasing shareholder criticism for its failure to consummate atransaction based on the Cerberus offer or to present a superiorstrategic alternative.”
In response, the independent directors criticized Deason’s tactics as“bullying and thuggery.” They pointed out that he controls in excess of40 percent of the company’s voting power, though he owns less than 10percent of its outstanding shares.
“It’s the most unfortunate corporategovernance event that I know of and one that could have easily beenprevented with better communication, and more sophistication on thepart of management,” says McCuistion, one of the directors whoresigned.
“It appears that this is clearly a breakdown of arelationship between independent directors and the chairman,” saysSteven M. Davidoff, of Wayne State University Law School. “This is amessy divorce. Deason had an employment contract and it wasextraordinary in terms of the power that he had.” —Matt Perkins
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Elected to the board of Constellation Energy was John L. Skolds, a former executive vice president of Exelon, and current board member of Northwestern Memorial Healthcare and Zolo Technologies.
Geraldine Laybourne, founder, chairman and CEO of Oxygen Media, was appointed to Symantec’s board. Previously, Laybourne was president of the Disney and ABC Cable Networks.
Actor George Clooney was named an executive board member of a new environmentally friendly Swiss energy company set up by Swatch Group Chairman Nicolas Hayek. The firm, currently unnamed, proposes to to reduce carbon dioxide emissions in energy consumption by developing environmental techniques for car motors and other fuel-burning devices.
Paul Lacouture, former executive vice president of engineering and technology at Verizon, was appointed to NeuStar’s board. “Paul is a distinguished leader with outstanding credentials and a truly impressive record of accomplishments at Verizon,” said NeuStar Chairman and CEO Jeff Ganek.
Peet’s Coffee & Tea named Libby Sartain to its board. Sartain, who currently serves as an executive vice president of human resources at Yahoo, also is the co-author of two books on successful employment strategies. She contributes regularly to industry business publications on human resources and management issues.
Robert Siegel, president, chairman and CEO of Lacoste-USA, was appointed to the board of Kellwood Company.
Jim Wright, president and CEO of Tractor Supply Company, was named chairman of the board, replacing Joe Scarlett, who retired from his role as non-executive chairman and was named chairman emeritus. S.P. “Pete” Braud was also named lead director of the board.
Peter V. Fazio, Jr., a partner and former chairman and executive committee member of Schiff Hardin, was named to the ComEd board of directors.
XL Capital appointed Sir John Vereker, the former governor and commander-in-chief of Bermuda, to its board. Vereker is a former permanent secretary of the department for international development in the United Kingdom.
Lyle G. Ganske and Michael S. Lipscomb were named to the board of Altra Holdings, filling two vacant seats and bringing the total number of directors to seven. Ganske co-chairs Jones Day’s global M&A practice, while Lipscomb is the founder and former chairman and CEO of Argo-Tech.
Amid changes to its senior management and board of directors, Griffon Corp. appointed Lt. Gen. Gordon E. Fornell, USAF (ret.) and James A. Mitarotonda to the its board.
Frederick W. Weidinger, former CFO of ICC, was named CEO and chairman of the board at Braintech, bringing with him years of technology market experience.
Avistar Communications of San Mateo, Calif., named Simon Moss CEO, replacing Gerald Burnett, who remains chairman of the board. Moss was also named to the board.
DuPont named Marilyn A. Hewson, executive vice president at Lockheed Martin, to its board.
Gideon Yu, CFO of Facebook, was appointed to the board of Vobile, a video content identification and management services provider.
Harvey Morgan, managing director of Bentley Associates, was named to the board of Family Dollar Stores.
Citigroup named Robert E. Rubin, former U.S. Secretary of the Treasury, chairman of the board and chairman of the executive committee, following the resignation of Charles Prince.
Merrill Lynch named John Thain, former CEO of NYSE, as CEO. Thain replaces former Chairman and CEO Stanley O’Neal.
John Shoemaker was elected to the board of Extreme Networks and appointed to its audit committee.
Ravi Khanna, formerly of Eastman Kodak, was appointed to the board of directors of Seattle-based Hydrogen Power.
Kirk P. Pond, former chairman and CEO of Fairchild Semiconductor International, was elected to the board of Brooks Automation, which now has nine directors.
Kennametal President and CEO Carlos Cardoso was appointed to the board of The Stanley Works, an S&P 500 company and supplier of tools and security solutions.
Vista Gold Corp. appointed Tracy A. Stevenson and President and COO Frederick H. Earnest to its board. CEO Michael B. Richings was named executive chairman of the board.
Polycom named D. Scott Mercer to its board. Mercer is currently chairman of Adaptec.
AMD President and COO Dirk Meyer was appointed to the company’s board of directors.
Holly Corp. elected David L. Lamp to president. Lamp served as executive vice president of the company. “Dave has provided outstanding leadership and experience in his roles at Holly,” said Chairman and CEO Matthew P. Clifton.
Holloman Energy named President and CEO Mark Stevenson and Vice President Eric Prim to bring operational experience to the Canadian company’s board of directors. Stevenson also currently serves on the boards for Holloman Holdings, Pocketmail Group, and RMG.
Robert A. Ettl was appointed to Advent Software’s board of directors. Ettl is currently the managing director of an investment advisor subsidiary of Allianz Global Investors.
DayStar Technologies named Richard Nevins to its board. Nevin is interim CEO and director for InSight Health Services and director for Aurora Trailer Holdings.
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Directors Honored for Excellence by NACD
Edward D. Miller, a director of Keyspan and American Express, was honored as the Public Director of the Year, an award given annually for the last 20 years by the National Association of Corporate Directors.
The NACD also added three new award categories, including a lifetime achievement award. Alan Dunn, director of Idaho Asphalt, received the Private Director of the Year award, and Rita Foley, chairman of the board of Pro Mujer and director of PetSmart, was named Not-for-Profit Director of the Year, during the NACD’s annual conference. The B. Kenneth West Lifetime Achievement Award went to Richard Koppes, a director at Apria Healthcare Group and Valeant Pharmaceuticals. The former deputy executive officer and general counsel of the California Public Employees’ Retirement System (CalPERS) is currently of counsel at Jones Day.
The winners, nominated by NACD members and chapters, were selected based on stringent criteria reviewed by an NACD selection committee. NACD President and CEO Kenneth Daly said each of the honorees embodies “excellence in corporate governance. They have demonstrated the ability to guide and advise their organizations through changing circumstances.They have walked the talk, and we are proud to honor them.”
“Naturally, I have a tremendous amount of respect for the work that the NACD is doing, so it’s rewarding in that sense,” says Miller. “I think a key element of being a good director is not only what you do at the meetings but what you do between the meetings. I appreciate the pat on the back.”
Koppes was honored for his long record of promoting good corporate governance practices. “It’s a terrific honor for two reasons,” he says. “One, it’s named for Ken, who was a giant in the field. And second, when I started at CalPERS, we began very quickly to focus on directors. So to be honored 20 years later by a great organization is a real honor.” —M.P.