Icahn, Loeb and Other Activists Overlook Women for Board Seats

  • Icahn didn't nominate any women among 42 proposed as directors
  • `You have to wonder whether activists care about this'

Carl Icahn has nominated 42 people to fill 94 board seats at public companies ranging from EBay Inc. to Herbalife Ltd. in the past five years. Not a single one was a woman.

Other activist investors, including Dan Loeb and his Third Point Partners fund and Jeffrey Ubben of ValueAct Capital Management, haven’t done much better. Since the beginning of 2011, five of the biggest U.S. activist funds have sought at least 174 board positions and landed 108, yet nominated women just seven times, according to data compiled by Bloomberg. The women candidates got five seats, or 5 percent of the total.

At Standard & Poor’s 500 Index companies over the same period, about 26 percent of director openings, or 446 seats, were filled by women, according to executive recruiter Spencer Stuart Inc. Women now comprise 19 percent of directors at S&P 500 companies.

Activists increasingly are putting loyalists in boardrooms to agitate behind closed doors for asset sales, cost cuts, buybacks and other ways to improve financial results. One topic they’re not bringing to the table is diversity, even though more boards than ever want a mix of women and men as well races and nationalities.

“That’s where the world is going, it’s about more input, not less,” Beth Comstock, a vice chair of General Electric Co. and a director at Nike Inc., said in an interview. “You want more diverse perspectives to advise you, to help represent the shareholders.”

‘Bigger Picture’

Icahn doesn’t agree with the notion that he hasn’t supported women on boards.

Carl Icahn
Carl Icahn
Photographer: Victor J. Blue/Bloomberg

“There’s a much bigger picture to consider than only the candidates nominated to seats recently,” he said. “We’ve worked with many, many boards over the years and in a lot of cases supported women on them. In some cases, we fought hard to keep them because they were so capable.”

Elissa Doyle, a spokeswoman for Loeb’s Third Point, which didn’t nominate a woman for any of 12 directorships it sought, said the firm played a role in bringing Marissa Mayer to Yahoo! Inc. as chief executive officer in 2012.

“Our slate at Yahoo quickly recruited and hired Marissa Mayer, who was the youngest woman ever named CEO of a major technology company,” Doyle wrote in an e-mail. “As engaged investors, we are always on the lookout for qualified candidates -- regardless of gender -- to advocate for shareholders’ rights in either director or executive roles.”

Spokesmen for the other funds, which also include Bill Ackman’s Pershing Square Capital Management and Paul Singer’s Elliott Management Corp., declined to comment.

Activist Directors

Directors representing activists have sought and in some cases won significant changes at companies, including the replacement of top executives. Icahn persuaded Cheniere Energy Inc.’s board in December to oust founder and Chief Executive Officer Charif Souki after a disagreement about the company’s strategy.

“Activists care about one thing -- finding undervalued companies and then putting in people they think can create the best value for them and other shareholders,” said Ken Squire, who runs the 13D Activist Fund, which invests in selected U.S.-listed target companies, and website 13D Monitor. “Whether it’s women or men, they aren’t nominating slouches.”

Still, they’ve had a tough time boosting results. Since the 13D Activist Fund started in December 2011, it has underperformed the S&P 500 Index. The fund lost 11 percent in 2015 compared with a gain of 1.4 percent for the index, including dividends. This year it is down 1.2 percent compared with a 1.6 percent decline for the benchmark.

Douglas Chia, executive director of the Conference Board’s Governance Center, a research arm of the business group, said companies targeted by activists would benefit from having more women directors.

“If you believe that diversity on boards is critical for long-term sustainable growth, then you have to wonder whether activists care about this -- or simply want to get the company’s stock price up quickly,” Chia said. “It’s a serious issue at a time when most executives and directors believe you need boardroom diversity to avoid getting stuck in blind spots.”

Millennials, Xers

To be sure, activists usually seek board nominees with particular business experience, said Eleazer Klein, co-chair of Schulte Roth & Zabel’s shareholder-activism practice.

“They need candidates with long histories aligned with the campaigns they’re mounting, and that may be why they’re trailing companies” in putting women on boards, he said.

Carla Harris, vice chairman of global wealth management at Morgan Stanley, said more women will make their way to boardrooms as younger generations rise in the workplace.

“The more data that comes out that talks about the outperformance of diverse boards, the more you’ll see change,” she said Tuesday on Bloomberg Television. “There are more women, especially among the millennials and the Xers, who are getting opportunities earlier to lead.”

Pershing Square

The five firms surveyed are among the biggest activist funds in the U.S. They each manage at least $18 billion of assets, including significant investments in companies in which they’re seeking to prod management. The numbers of candidates are based on publicly disclosed nominations, appointments and agreements. They include people who got board seats as the result of an agreement without a formal nomination process.

Pershing Square recommended three women, who comprised 13 percent of the 23 directorships it sought, the highest percentage of the funds surveyed. The company won 17 board seats. One woman, Rebecca MacDonald, founder of natural gas and electricity retailer Just Energy Group Inc., joined the board of Canadian Pacific Railway Ltd. Two others, Betsy Atkins and Cathleen Black, didn’t win seats on the board of Allergan Plc.

Icahn Associates Holding, which nominated the most directors over the past five years, won 45 of the 94 board positions sought. Among the 42 people he put forward as candidates, not one was a woman.

ValueAct had one woman, Wendy Lane, a former managing director of Donaldson, Lufkin & Jenrette, among its 15 nominees. She was appointed to MSCI Inc.’s board last year.

Elliott Management got 20 of its 30 nominees elected to board seats. Three of the successful candidates were women.

‘More Women’

GE’s Comstock said she was surprised by the small number of women nominated by activist investors.

“We should have more women in key leadership positions, whether it’s government, business or academia,” she said.

More women on boards and in senior management can increase profitability, according to research by the Peterson Institute for International Economics and Ernst & Young LLP. The February study of more than 21,000 publicly traded companies in 91 countries found that those with at least 30 percent women directors and executives could add as much as 6 percentage points to net margins.

“If you exclude your talent base from the benefits of hiring and deploying and making women successful, you’re going to do less well than businesses that do a better job on that front,” said Blythe Masters, CEO of blockchain startup Digital Asset Holdings LLC, board chair at Santander Consumer USA Holdings and a former JPMorgan Chase & Co. executive.

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