Is Market Uncertainty Making Board Reorganizations More Likely?

As more companies consider reorganizing their boards to better compete in an extremely unpredictable marketplace, it's important for board members to proactively take stock of their expertise.
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More corporations appear to be executing board refreshment strategies and even considering reorganizing their boards to better compete in an extremely unpredictable marketplace. Increased pressure from shareholders to improve stock performance has companies searching to find new board members with relevant experience in specific industries or adding directors with requisite experience to help engineer a given business strategy or corporate turnaround. Given this trend, it might be wise for board members to begin searching for new opportunities that fit their personal skillset and put them in position to accelerate growth at another organization.

For example, Comstock, a renewable energy company, recently added three independent directors to accelerate the growth of its solar recycling and metals and mining divisions. The company added Donald A. Colvin, Steven Y. Pie and Robert M. Spence to its board after talks with shareholders MAK Capital Fund and Gratia Capital LLC. Comstock held conversations with its significant shareholders which turned into an agreement to add three board members and retire two others within one year.

Colvin is a veteran director who chairs the audit committees at Viavi Solutions and Agilysys, and also serves as a director of Maxeon Solar Technologies and has experience as CFO at Ceasars International, ON Semiconductor and Atmel Corporation. He will join the Comstock Audit and Finance Committee.

Spence, a director at Ecobat, a battery recycling company, chairs both the audit and finance committee and the compensation committee at Comstock. He has experience as general counsel of Skyline Champion Corporation and Neenah Enterprises.

Pei is the founder of Gratia Capital. He previously worked at Canyon Capital Advisors and Bain Capital’s private equity group.

According to investing.com, Comstock directors Walter “Del” Marting Jr. and William J. Nance agreed not to stand for re-election at the company’s 2027 annual meeting.

The addition of two directors with experience in the solar and recycling industries to replace the two exiting directors supports the company’s future business objectives in ways that the previous board configuration could not. There was no proxy fight; the decision to reorganize the board was a business decision made in the best interest of shareholders.

As companies grow and expand their product offerings, there will always be the possibility that a given director may no longer be the best fit for an organization. In the spirit of being proactive about their careers as directors, board members might want to consider:

• Actively reassessing your value to the board is a necessary exercise. Circumstances within a company can change quickly. Nothing should be taken for granted. Directors should anticipate questions about their role on a board and view any such situation as a chance to measure their value in the board community. It could also be a signal to search for new board positions of interest. The key is not to wait until a board reorganization is suggested.

• Monitoring market changes in your industry to see where you fit best. There may be companies in your industry or others that really could use your expertise. Midsize companies want to grow, and you could be a vital part of their plans. There is nothing wrong with networking and discreetly looking for board future opportunities.

• It’s always better to leave on your terms than to be asked to leave. Career moves are important for board members. Moving to a company board where you can have a more significant impact or chair a committee will put you in position to get even greater opportunities in the future.

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