Ben Maiden and Ben Ashwell
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The week in GRC: Board diversity progress stalls and judge approves Tesla directors’ settlement of excess-pay case
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to the study by the Conference Board and data firm Esguage, the number of new black directors at Russell 3000 companies fell to 12 percent in 2024 from 26 percent two years ago. At the same time, the number of new white directors bounced back to 69 percent, up from historic lows of 52 percent in 2022. Directors and board advisers said conservative backlash through litigation and other means had pushed diversity, equity & inclusion (DE&I) policies down the priority list for companies, often…
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Eaton hires successor to retiring CLO
Lucy Clark Dougherty will join the power-management company later this month Eaton Corporation has hired Lucy Clark Dougherty as general counsel, effective January 27. Dougherty will then succeed Taras Szmagala Jr as executive vice president and chief legal officer (CLO) when he retires on April 4, 2025. Dougherty will report to Paulo Ruiz, president and COO of Eaton. She is joining Eaton having most recently been senior vice president, general counsel and corporate secretary at Polaris. In this role, she has led the company’s global legal, government relations, trade and product compliance organization. Before her time at Polaris, Dougherty held…
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SiriusXM’s long-time general counsel to retire
Patrick Donnelly has been with the radio company for almost 27 years Patrick Donnelly, SiriusXM Radio’s executive vice president, general counsel and corporate secretary, intends to retire in early 2025, according to an SEC filing by the radio company. The filing states that to help with the transition, Donnelly will continue to be a full-time employee until April 4, 2025, after which he will become a part-time employee through December 31, 2025. After the company hires his successor he will become an adviser to the general counsel until the end of the year. According to his LinkedIn profile, Donnelly took…
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The week in GRC: 2024 saw record number of activists and companies brace for geopolitical uncertainty in 2025
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to a Barclays report, a record number of activist shareholders launched campaigns at global companies in 2024 as their tactics produced strong returns. Further growth is likely this year. ‘Looking back to 2024, it feels almost as if there was a shareholder revolt,’ said Jim Rossman, global head of shareholder advisory at Barclays. In 2024, 160 investors such as hedge fund firms pushed companies to make moves including improving strategy and operations or firing CEOs, including 45 who used the strategy for the first…
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GeneDx appoints former Zoetis general counsel as legal chief
Heidi Chen was previously general counsel at Zoetis GeneDx has hired Heidi Chen as chief legal officer and corporate secretary. She reports to Katherine Stueland, CEO and president. Chen has joined GeneDx from Zoetis, where she was general counsel and corporate secretary for almost 12 years, a role she took on following the company’s spinoff from Pfizer in 2013. According to GeneDx, Chen was instrumental in building Zoetis’ legal department and oversaw global security, enterprise risk management, M&A, litigation and corporate governance matters. She also led operational strategy for a specialized human health diagnostics segment within Zoetis. Before the spinoff,…
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Wolfspeed names new general counsel
Melissa Garrett is promoted to the role NYSE-listed tech company Wolfspeed has promoted Melissa Garrett to become senior vice president and general counsel. According to her LinkedIn profile, Garrett was previously vice president of legal for employment and non-patent litigation with the firm. Before joining Wolfspeed she was vice president, deputy general counsel and assistant corporate secretary at Kangaroo Express, an operating trade name of The Pantry. Earlier in her career she was an attorney with law firms Jackson Lewis and Paul Hastings. She has experience in corporate governance, contracts and negotiations, litigation management, employment law, policy and M&A. According…
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Vogue publisher Condé Nast hires general counsel
Antonious Porch has previously held roles at Soundcloud and Nickelodeon Condé Nast, publisher of titles including Vogue and The New Yorker, has hired Antonious Porch as general counsel and corporate secretary, effective February next year. Porch is joining Condé Nast following more than six years at Soundcloud, where he has been general counsel and chief diversity officer. Before his time at Soundcloud, he was general counsel at Shazam Entertainment. According to his LinkedIn profile, Porch previously spent 11 years as senior vice president and deputy general counsel at Nickelodeon, a role in which he led business and legal affairs for…
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Proposal on Microsoft’s overseas datacenter locations garners support
Measure addresses cloud operations in ‘countries of significant human-rights concern’ Almost a third of Microsoft Corporation shareholder votes have backed a proposal seeking information about certain of the company’s operations in countries that raise fears over human-rights abuses. The measure was supported by 32.03 percent of votes cast at the company’s recent AGM. Although this is not a majority, it is a level of support governance experts generally regard as significant. Specifically, the proposal asks that Microsoft’s board ‘commission a report assessing the implications of siting [the company’s] cloud datacenters in countries of significant human-rights concern and the company’s strategies…
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The week in GRC: Erik Gerding to leave the SEC while workers at Amazon and Starbucks strike
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Honeywell International said it was considering a potential separation of its aerospace business, about a month after activist investor Elliott Investment Management called for the company to break itself up. Honeywell said its board continued to explore strategic alternatives and plans to provide an update on its portfolio review with its fourth-quarter results early next year. ‘Honeywell is now well-positioned for significant transformational alternatives, and we are continuing our deeper, more granular exploration of their feasibility and possible timing,’ chair and…
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Berkshire Hathaway looks to exclude proposal on diversity oversight
Proponent wants company to ‘designate a board committee’ Berkshire Hathaway is seeking the SEC’s go-ahead to exclude a diversity-related shareholder proposal from its 2025 proxy statement. The resolution, filed by an individual investor, requests that Berkshire Hathaway ‘designate a board committee to oversee the company’s diversity and inclusion strategy across its holding companies.’ The proponent writes: ‘Each year since 2021, over one third of Berkshire’s independent shareholders supported a shareholder resolution asking that it release aggregated promotion, hiring and retention rate data by gender, race and ethnicity for its diverse employees. This data is needed to understand the effectiveness of…