Diligent’s Stafford on CEO-Chairmen and Scandal-Driven Board Shakeups

Lead independent directors at U.S. corporations have become more important, especially when it comes to “clubby” boards. That’s the view of Brian Stafford, CEO of Diligent Corp., a board management software company, who spoke with The Deal’s Activist Investing Today podcast about a trend of lead independent directors meeting with shareholders and why it often takes scandals – like those witnessed at Wells Fargo, Wynn Resorts and Rite Aid — to drive boardroom shakeups.

Stafford explains that an activist hedge fund often seeks to find a lead independent director privately to see if he or she is willing to discuss their point of view. He also said 2019 will bring more diverse boards, higher-quality director serving on fewer boards overall and a spike in outside advisers to corporate boards. “The lion’s share of your understanding of how the company is performing is filtered through the company,” he said. “When an activist shares a stat that we’re underperforming our comp set we’re not surprised because we were always given a different set of comps.”