'THE DAILY CORPORATE GOVERNANCE REPORT’ (for public company boards, the C-suite and GCs)

? ? ? ? ?Please see the items below with the related links (NOTE: access to link content may be metered, require a no-charge registration or require a paid digital subscription)?

? ? ? ? ? NOTE: This is the first of a number of significantly longer than usual "catch-up" issues.

? ? ? ? ? ? ? (i) EY's updated report on disclosure committee practices and trends: In May/24, Deloitte?posted on its website this useful memorandum on?disclosure committees, "Aligning the disclosure committee in the era of disclosure, which inter alia constitutes a good refresher on the origin of the common practice of setting up disclosure committees?(see item (i) from may 7/24), as follows:

? ? ? ? ? ? ? ? ? "While not mandated by the SEC, disclosure committees rapidly became common from 2002 on with the adoption of SEC rules under Section 302 of the Sarbanes-Oxley (SOX) Act......In the commentary accompanying Securities Exchange Act rule 13a-15, prompted by Section 302, the SEC recommended that companies establish a management-level committee responsible for “considering the materiality of information and determining disclosure obligations” and reports to the CEO and CFO “who bear express responsibility for designing, establishing, maintaining, reviewing and evaluating the issuer’s disclosure controls and procedures.”

? ? ? ? ? ? ? ? ?The Deloitte memorandum also notes that the SEC suggests that companies have a specific?disclosure committee charter, and has released this sample one.?

? ? ? ? ? ? ? ? ?In 2021, EY and the Society for Corporate Governance?published this report on disclosure committees, the "Disclosure Committee Report — Practices and Trends" (see item (ii) from Dec.7/21), and in July, they published this update, "Harnessing disclosure committees for modern reporting", based on a survey conducted this February of 135 public companies. Below are the key takeaways, as set out in this Aug.1 Society for Corporate Governance blog post, "Disclosure Committees Practices and Trends":

? ? ? ? ? ? ? ? ? "Among the key takeaways:

? ? ? ? ? ? ? ? ? ? ? ?-- Formal disclosure committees are a nearly universal practice among public companies.

? ? ? ? ? ? ? ? ? ? ? ?-- Two-thirds of disclosure committees operate pursuant to a formal committee charter.

? ? ? ? ? ? ? ? ? ? ? ?-- While staffing of committees is fairly consistent with the 2021 report, representation on the committee by functions such as risk, information security, and human resources is on the rise.

? ? ? ? ? ? ? ? ? ? ? ? – While disclosure committee focus continues to be primarily on SEC financial reporting and related disclosures, an increasing number of committees also review other types of disclosures (e.g., human capital, risk management and oversight) and publications (e.g., sustainability reports).

? ? ? ? ? ? ? ? ? ? ? ? – Most disclosure committees meet at least quarterly;?just over half maintain formal minutes;?and nearly 40% have written disclosure controls and procedures.

? ? ? ? ? ? ? ? ? ? ? ? – Management regularly reports to the audit committee about the disclosure committee meetings?at nearly 40% of companies.

? ? ? ? ? ? ? ? ? ? ? ? – While many disclosure committees are involved in determining the materiality of cyber incidents for SEC purposes, more than half of companies look to another individual or group to make that determination.

? ? ? ? ? ? ? ? ? ? ? ? – More than 20% of companies expanded their disclosure committee composition over the past three years to include sustainability-focused personnel."

? ? ? ? ? ? ? (ii) the growing number of prominent companies waiving the mandatory CEO retirement age (most recently at Boeing): A number of major U.S. corporations have announced in the recent past that they were waiving the mandatory CEO retirement age for their incumbent or incoming CEO, among them: Caterpillar?Inc.?in this press release?in Oct./22; Target Corp. in this press release?in Sept./22; Boeing in this press release?in Apr./21 (see item (i) from Feb.20/23); Chevron Corporation?in this press release?in July/23 (see item (i) from July24/23); and?3M in this press release?in March/24 (see item (iii) from March 12/24). Note also that Apple and AbbVie recently waived their respective director age policies: see item (i) from July 2/24.?

? ? ? ? ? ? ? ? ?As noted in item (iii)(a) below, the Boeing?board determined that its newly appointed CEO, Kelly Ortberg would "not be subject to the Company’s mandatory retirement policy until April 1, 2031", and this is discussed in the Aug. 1 Fortune CEO Daily Newsletter, "Boeing waves its mandatory retirement age for new CEO Kelly Ortberg, adding to the debate over such policies":

? ? ? ? ? ? ? ? ? ? ? ".......Boeing waived its mandatory retirement age of 65 for its newly appointed CEO Kelly Ortberg, as it did when hiring current CEO Dave Calhoun.......With all this recent debate over whether to impose a mandatory retirement age for, say, the president of the United States, it’s a reminder that nobody has this stuff figured out.?Ortberg, an industry star as CEO of Rockwell Collins, was a few years into his own retirement when tapped for the gig at Boeing. Now, he joins peers like Disney’s Bob Iger, Target?CEO Brian Cornell, 3M CEO Bill Brown, and Chevron’s Mike Wirth in having their companies’ retirement rules waived to get them into the top job.?

? ? ? ? ? ? ? ? ? ? ?"What should temper any outrage over such casual trashing of the corporate canon is the fact that these?rules don’t apply to many of us.?Like a personal security detail and your own Gulfstream V, mandatory retirement clauses are typically reserved for senior executives and board members.....Mandatory retirement is also commonplace for pilots, air traffic controllers, firefighters, and police officers. Some say mandatory retirement is necessary to maintain safety and efficiency.....But mandatory laws can also cut people off in their prime,?when everyone wants them to stay on the job.....

? ? ? ? ? ? ? ? ? ? ?"Common sense is a good place to start. As Akers (city of?Springfield's new Police Superintendent Lawrence Akers), who’s the first Black police officer to lead the Springfield department, recently said during his swearing-in ceremony: “Please don’t allow the state to end my career and ruin the police department at a time we’re moving in a positive direction.” May Akers and Kelly Ortberg live long and prosper in their new jobs."

? ? ? ? ? ? ? ? ? ? ?On the subject of the older CEO,?note this Aug. 4 Business Insider article, "America's corporate gerontocracy", which inter alia notes that:

? ? ? ? ? ? ? ? ? ? ?".......CEOs.....are getting older. In 2008, the average age of a CEO in an S&P 1500-listed firm was 54.?It's risen each year since, to nearly 59 in 2023....."

? ? ? ? ? ? ? ? ?(iii) former Humana CEO on knowing when to leave/precedent of the day (Humana CEO transition and separation agreement)/Jamie Dimon muses?on his retirement and his succession at JP Morgan:?

? ? ? ? ? ? ? ? ? ? ? (a) A number or recent articles have discussed the appropriate timing of a CEO's exit, such as this July 20 WSJ article, "When Is the Right Time to Call It Quits? Ask These Stars and CEOs", in which two prominent former CEOs,?Indra Nooyi at PepsiCo and David Novak at NYSE-listed Yum! Brands (parent company of the fast-food giants Taco Bell, Pizza Hut and KFC ) discuss their personal decisions to leave the CEO position (see item (i)(c) 25/24). More on this in this Aug. 5 Washington Post commentary, "A string of exits might help guide more CEOs to the door", inter alia featuring Bruce Broussard discussing his recent stepping down as CEO of NYSE-listed, health care services company Humana Inc.,?at age 62 after 12 years:

? ? ? ? ? ? ? ? ? ? ? ? ?"There’s no question harder for a leader than knowing when to say goodbye. Leave the top job too soon and your legacy might disappear; stay too long and that might become?your legacy.?Few leaders get the moment right and, in Olympic terms, stick the landing......

? ? ? ? ? ? ? ? ? ? ? ? ? "The summer has already seen a number of high-profile goodbyes: .......Bruce Broussard stepped down as chief executive of Humana?after 12 years that saw the health insurer’s stock rise sevenfold. And last month, Darren Walker, who has led the Ford Foundation?since 2013, announced he’d depart next year. Both Broussard and Walker told me they knew it was time to go. Walker says he was long guided by the aphorism “You should leave before the host wants you to leave the party,” and explained that he felt he hit a professional plateau around his eighth year at Ford....

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Like Walker, Humana’s Broussard said his departure originated with a personal question: “Am I going to be able to put 110 percent into this job for the next five years?” he recalls asking. “And the second question I asked, that’s related: Is there somebody that can do it better?” As he considered the matter in 2019, just before covid-19 hit, he could see the writing on the wall. “I felt that I would not be doing the organization justice if I was going to stay past five years, and I came to the conclusion I needed to start working with the board on a transition — whatever that transition looked like.”

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Both men said that their own personal milestones of achievement, not internal benchmarks such as stock prices or annual revenue, helped them feel comfortable heading for the exits. For Broussard, it was attempting to redirect the company’s culture toward the people it serves......Both Broussard, 62, and Walker, 64, are hoping for new chapters.....Th(e) unknown is something Broussard, who officially stepped down at the start of July, is already wrestling with: 'Especially if you’ve been doing this for a long period of time, you’ve set a process in place that consumes your day, you have a lot of activity — and that activity is stimulating — and it comes to you, and you have a ton of responsibility, and then one day you wake up and you don’t have that. It’s hard to go from 100 mph and just come to a stop. What I have to do is build my next journey.'......"

? ? ? ? ? ? ? ? ? ? ?(b) For some background to (a) above, note that on Oct.11/23, Humana announced in this press release?a "leadership transition plan" involving the appointment of Jim Rechtin as new COO from outside the company and to the CEO successor, with the then current CEO, Bruce Broussard, to step down in the second half of 2024?(see item (iv)(c) from Oct.11/23).Then, on May 13/24, Humana formally announced in this press release?that Jim Rechtin would assume the CEO role effective July1, with Broussard officially stepping down on that date, but "to serve as a strategic advisor to the company into 2026."?

? ? ? ? ? ? ? ? ? ? ? ? ? ?This is the Transition & Separation Agreement entered into between Broussard and Humana, as summarized in the related Current Report?filed with the SEC.

? ? ? ? ? ? ? ? ? ? (c) As reported in this recent WSJ article, "Jamie Dimon Says His Retirement Is Getting Closer. Finally.", at JP Morgan's annual investor day this year, JP Morgan's CEO, Jamie Dimon acknowledged that he would leaving his role as CEO in fewer than five years:

? ? ? ? ? ? ? ? ? ? ? ? ? "Jamie Dimon acknowledged that he will likely be leaving his role as chief executive officer of JPMorgan Chase in fewer than five years.?For at least the past decade, Dimon has answered questions about potentially retiring with the same boilerplate response: five more years. On Monday, the 68-year-old admitted that the clock is finally starting to tick.?“The timetable isn’t five years anymore,” Dimon said at the bank’s annual investor day. He didn’t provide more details about when he plans to leave, but he suggested that he could stay on as chairman....."

? ? ? ? ? ? ? ? ? ? ? ? ? More musing by the JP Morgan CEO?on his retirement and succession at JP Morgan?in a CNBC?interview on Aug 7, as reported in this Fortune article, "JPMorgan’s Jamie Dimon confirms his hit-by-a-bus CEO pick for the bank":

? ? ? ? ? ? ? ? ? ? ? ? ? "The long-running refrain about when JPMorgan Chase CEO Jamie Dimon will retire has been “five years”—unchanged during the nearly two decades he’s run the $570 billion bank. Accordingly, he sent shock waves through the business community earlier this year when he announced at an investor event that the timeline was "not five years anymore"?

? ? ? ? ? ? ? ? ? ? ? ? ? ? "In an interview on Wednesday with CNBC, Dimon, who turned 68 in March, confirmed that he will, indeed, retire at some point.?“Eventually, I have to leave—I know that,” he said. “We’ve got great people out there.”?He also confirmed that the bank’s emergency CEO successor remains?Daniel Pinto,?calling him the “hit by a bus” pick. A native of Argentina, Pinto was named copresident and chief operating officer of JPM in January 2018, and became president and COO in January 2022.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "According to Dimon, the bank’s leaders are “exceptional,” and not just in business.?“Their heart, their curiosity, and the respect—they engender respect from our employees, our customers,” making them a cut above, he said. It will make the board’s succession planning run smoothly. Dimon also hinted that he might stick around as chairman for a year or two before he fully departs from the company, but said JPMorgan’s board members would ultimately make that call.?“I have a while to go before I’m out of the company,” he added......."

? ? ? ? ? ? ? (iv) inside accounts of the?ouster of Starbucks' CEO/the new Starbuck CEO's employment terms and the departing Starbucks CEO's severance arrangements/the ouster of Nestle's CEO:?

? ? ? ? ? ? ? ? ? ?(a) On March 20/23, Starbucks Corporation announced in this press release?that Laxman Narasimhan?was assuming the role of CEO (see item (iii) from March 20/23). Some 15 months later, on Aug.13/24, he was ousted by the?Starbucks?board (see item (vi) (a) below for the Starbucks?press release announcing his departure "with immediate effect"), the company being under pressure from two prominent activist hedge funds, Elliott Investment Management?and Starboard Value?as discussed in the Aug. 13 NY?Times DealBook Newsletter, "Starbucks Replaces Chief Executive After Activist Investor Campaigns"; this Aug. 13 Fortune article, "The Starbucks CEO replacement is just the latest victory for Elliott Management"; and this Aug. 13 FT article, "Starbucks ousts chief and appoints Chipotle boss after activist pressure." This Aug. 14 WSJ article, "Inside Starbucks’s Surprising CEO Firing and Hiring", and this Aug. 16 FT article, "How Starbucks toppled its top barista", ?provide fascinating inside accounts of the ouster, and how the process was managed by the Starbucks' board, including the poaching Chipotle's CEO (see also the commentary in the Aug. 14 and Aug. 15 Bloomberg "Money Stuff" columns (here?and here, in both cases under "Starbucks"). Below are excerpts from the WSJ article:

? ? ? ? ? ? ? ? ? ? ? ?"......Narasimhan’s exit from Starbucks, announced Tuesday, continues a turbulent period at the world’s largest coffee chain. This year Starbucks has faced two high-profile activist investors, public criticism from longtime former CEO?Howard Schultz, and slowing sales. This week, it named its third CEO in less than 2? years. By hiring restaurant industry veteran?Brian Niccol?as Starbucks’s new leader, the board said Tuesday it was bringing in a steady hand.....

? ? ? ? ? ? ? ? ? ? ? ?"Behind the scenes, Niccol's appointment was the culmination of months of internal angst over Starbucks’s direction and leadership. Investors grew increasingly skeptical about the company’s ability to pull off lofty financial targets set before Narasimhan joined the company.....And the company’s board, once firmly in Narasimhan’s camp, quietly discussed finding a possible replacement while he remained in charge.?

? ? ? ? ? ? ? ? ? ? ? "Starbucks board Chairwoman?Mellody Hobson?said in an interview that the board had been thinking about the company’s trajectory for some time. The board didn’t have a special connection to Niccol, but focused on him as the best candidate to potentially replace Narasimhan. The board set its sights on trying to directly woo him to Starbucks, rather than using a recruiter. Hobson said she had a trusted associate make a call to Niccol, keeping knowledge of the deliberations among a tight circle of people. She said she was thrilled when he took the call, and she later traveled 25 hours from Europe to California to personally meet with Niccol and sell him on the job.?

? ? ? ? ? ? ? ? ? ? ?"Starbucks’s board managed the entire recruitment process itself, tapping just a few outside advisers to get it done, Hobson said. Late in the process, the board looped in Schultz.?He wholeheartedly supported the plan. To lure Niccol away from Chipotle, where he had turned around the company’s sales and was paid handsomely for it, Starbucks offered him both the CEO and board chair positions. Niccol has held both roles at Chipotle.?“We had the opportunity to get Brian Niccol,” Hobson said.?“In the industry, he’s probably the most successful CEO right now.”.......

? ? ? ? ? ? ? ? ? ? ? "Starbucks’s struggles were....on the radar of Elliott Investment Management, one of Wall Street’s most prominent activist investment firms.....Starbucks and Elliott in recent weeks had been discussing a settlement agreement that would give Elliott representation on Starbucks’s board of directors. Elliott had also been pushing for a review of Starbucks’s China business, according to people familiar with those discussions. The firm hadn’t been seeking Narasimhan’s ouster.?By then Starbucks’s board had begun discussions about the company’s direction, including possibly replacing Narasimhan, unbeknown to the activists......Last week, another activist surfaced in Starbucks’s stock. Starboard Value?had taken a stake, the Journal reported, aiming for the company to take steps to improve its stock price......"

? ? ? ? ? ? ? ? ? ?Below is from the FT?article:

? ? ? ? ? ? ? ? ? ? "On the last afternoon of April this year, Starbucks chief executive Laxman Narasimhan joined a conference call for analysts who follow the $36bn-a-year coffee chain and got straight to the bad news......Last Sunday, Narasimhan was abruptly informed by Starbucks chair Mellody Hobson that the board was ending his contract.....Different people describe the call as “professional”, “terse” or just “brutal”. Hobson, it turned out, had already pitched Narasimhan’s job to someone else.

? ? ? ? ? ? ? ? ? ?"In June, according to people familiar with the matter, she approached Brian Niccol, the executive credited with turning around Chipotle Mexican Grill....Before executing the boardroom coup, she informed Schultz, arranging for a secret meeting last week between Niccol and the 71-year-old who.....retained the title of chair emeritus when he left the board in 2023......

? ? ? ? ? ? ? ? ? ?"Within weeks of (Narasimhan) struggling to turn things around in a bruising television interview following April’s earnings, however,?a tight knit group of directors and advisers came to the realisation that Starbucks’ third CEO change in less than three years might be necessary, said several people close to the board. They gave few hints of the looming change to Narasimhan or the outside world.....

? ? ? ? ? ? ? ? ? ? "As the insiders deliberated, the activist investor (Elliott Investment Management) was accumulating a stake that made it one of Starbucks’ biggest shareholders, complicating their plans. Quietly, the board engaged with Elliott, assuring the investor that it was proactively addressing the company’s problems but not disclosing its plans to replace Narasimhan, two people close to Starbucks said.......“Their constructive approach allowed us to make the necessary steps to get to where we are today,” said one person close to Starbucks. Still,?the negotiations dragged on for weeks,?with other activists adding to the pressure.....Starboard Value held a small stake but did not meet Starbucks’ management, said people familiar with the matter......

? ? ? ? ? ? ? ? ? ?"Within a week of Narasimhan’s April earnings call, however, Schultz went public with a thinly veiled critique of his latest successor.?Writing on LinkedIn, he said Starbucks’ senior leaders and board members needed “to spend more time with those who wear the green apron” — the baristas in its thousands of stores. In June, he piled on the public pressure with an appearance on the business podcast Acquired, saying: “If the company is doing a drift towards mediocrity, I hold leadership, and the board, responsible for that.”

? ? ? ? ? ? ? ? ? ?"In late July, another earnings announcement came with further evidence of that drift. Starbucks’ global same-store sales had dropped 3 per cent in the three months to June.....By then, Hobson had already spoken to Niccol, said people briefed on the matter......"

? ? ? ? ? ? ? ? ? Note that Starbucks' former CEO and chairman,?Howard Schultz, remains Starbucks' largest shareholder, and holds title of "lifelong Chairman Emeritus",?which gives him board observer rights,?since he stepped down from the Starbucks?board of directors in late 2023. For some interesting articles on his continuing influence at the company, and how that might affect the new CEO, note this Aug. 14 Bloomberg article, "New Starbucks CEO Could Finally Tame Howard Schultz"; this Aug. 14 Fortune article, "Starbucks’ board has a shot at success with its new CEO—if it can manage to control Howard Schultz"; and this Aug. 2 FT article, "The private jet, board rights and $26mn of olive oil that bind Howard Schultz to Starbucks."

? ? ? ? ? ? ? ? (b) In connection with his appointment, Brian Niccol and Starbucks entered into thisEmployment Offer Letter?(see item (vi)(a) below.) The employment terms are discussed in several articles, including this FT article, "Starbucks’ new chief awarded $113mn pay deal and remote office in Newport Beach"; this Barron's article, "Here’s How Much Starbucks’ New CEO Will Get Paid"; this Bloomberg article, "Starbucks’ $113 Million Deal Puts Niccol Among Top-Paid CEOs"; and this Fortune article, "Starbucks welcomes new CEO Brian Niccol with a $113 million payday—and he can work remotely." A succinct summary is in this WSJ article:

? ? ? ? ? ? ? ? ? ? "Starbucks will pay Niccol a $10 million signing bonus and a $75 million stock grant to replace equity he forfeited by leaving Chipotle, dependent on both performance and tenure, the company said in a Wednesday filing. Niccol’s salary was set at $1.6 million and he is eligible for an annual cash bonus of up to $7.2 million. He will receive an annual stock award valued at $23 million starting next fiscal year.

? ? ? ? ? ? ? ? ? ? ? ? "Niccol’s employment agreement enables him to work remotely instead of relocating from his home in California to Starbucks’s base in Seattle. The company also agreed to set up a remote office for him.?During an internal company forum Tuesday, a Starbucks executive said that Niccol wouldn’t immediately move to Seattle, but anticipated he would eventually. He will spend the majority of his time during the week at Starbucks’s headquarters and in its stores, the company said....."

? ? ? ? ? ? ? ? ? ? ?Note that the "perk" of allowing the new?Starbucks?CEO, as well as many other prominent U.S. CEOs (including present or former CEOs of Victoria's Secret, Boeing and Wells Fargo) to work remotely,?is discussed in this WSJ article last Monday, "Starbucks’s New Boss Gets an Unusual Perk: Remote Work", in this Aug. 18 Fortune article, "More CEOs are enjoying the remote-work life—but employees resent it."; and in this Fortune article on Friday, "A week ago, Starbucks’ new CEO was a ‘messiah’…and then everyone found out about his 1,000-mile private-jet supercommute."

? ? ? ? ? ? ? ? ? ? ?As for what ousted CEO Laxman Narasimhan will receive as severance, this is discussed in this Aug. 14 Fortune article, "Starbucks’ ousted CEO oversaw a $32 billion drop in market value—but he’ll still leave with millions", with reference to the "Starbucks Corporation Executive Severance and Change in Control Plan":

? ? ? ? ? ? ? ? ? ?"According to Starbucks’ executive severance plan, Narasimhan stands to get 1.5 to 2 times his $1.3 million salary and target cash bonus as he exits the company. That adds up to about $10.6 million in salary and bonuses,?plus $37,620 in Cobra premiums, Ben Silverman, vice president and head of research at insider stock sales platform Verity, told Fortune.......

? ? ? ? ? ? ? ? ? ?"Based on the company’s disclosures, the $10.6 million is what Narasimhan is entitled to take with him when he leaves Starbucks. However, outgoing CEOs and corporate boards often negotiate new terms in separation agreements to keep the transition frictionless and to nip potential legal or reputation risks in the bud. Silverman said it’s possible that all the prior agreements Narasimhan had with Starbucks concerning his exit could be superseded by a termination agreement with different terms......

? ? ? ? ? ? ? ? ? ? ?"Narasimhan also has remaining unvested equity worth millions, but he is ineligible to collect it based on the standing executive severance agreement. As of Tuesday, he held 109,321 unvested restricted stock units, meaning that equity hadn’t translated into real value in his brokerage account yet. At Tuesday’s stock price, that unvested equity would be worth another $10 million......"

? ? ? ? ? ? ? ? ? ? And from the Bloomberg article referred to in this (b) above, with reference to Narasimhan's Sept./22 Employment Offer Letter:

? ? ? ? ? ? ? ? ? ? ? "Outgoing CEO?Laxman Narasimhan, who was terminated without cause with respect to his contractual entitlements, will leave with a payout likely worth roughly $10 million,?according to filings and his 2022 offer letter. He also holds equity awards worth millions of dollars, which he may collect in part depending on the terms of his exit....."

? ? ? ? ? ? ? ? ? (c) Nestle?announced on Thursday that Mark Schneider, its CEO, had "decided to relinquish his roles as CEO and member of the Board of Directors" (see item (viii)(c) below). According to this WSJ article on Friday, "Nestlé CEO Abruptly Ousted as Board Seeks Better Cultural Fit", the CEO was ousted by the Nestle?board. The ouster, how and why it occurred, are described in the WSJ article:

? ? ? ? ? ? ? ? ? ? ? ? "Mark Schneider, Nestlé’s chief executive, was pushed out of the company and earned he would be losing his job just 24 hours before it was announced publicly, according to a person familiar with the matter. Schneider was asked on Wednesday to resign by Nestlé’s chairman.?Paul Bulcke?told him that he would be succeeded by Nestlé veteran?Laurent Freixe.

? ? ? ? ? ? ? ? ? ? ? ? "The surprise move—announced Thursday evening—comes after Schneider has grappled with a string of issues over the past two years, muddling what had been viewed by many as a strong run as Nestlé CEO over the past eight years. The CEO change came after mounting concerns over several months among senior leaders and board members over whether Schneider was still a good fit for Nestle’s deeply rooted culture, according to a person familiar with the matter.?Bulcke, who has worked at Nestlé since 1979 and been chairman for eight years, had increasingly heard from other senior employees that Schneider had trouble connecting with many of Nestle’s customers during market visits and appeared focused on the short term......

? ? ? ? ? ? ? ? ? ? ? ? "Nestlé’s announcement that it was replacing Schneider, who formally steps down next week, caught employees and investors off guard. The company published the announcement at 6 p.m. in Switzerland after most local Nestlé employees had left for the day. As of Friday afternoon, employees hadn’t received any further updates, leaving many speculating about why Schneider had resigned, according to another person familiar with the matter. The person said some employees are worried that appointing a longtime company insider could make it more challenging to shake up the company’s culture......"

? ? ? ? ? ? ? (v) CEO succession planning process at Disney/press release of the day: Last Wednesday, The Walt Disney Company announced in this press release?that its board had named one of its members, James P. Gorman?(former CEO and now Executive Chairman at Morgan Stanley who oversaw the recent succession process at the bank) to chair its Succession Planning Committee?formed recently to search for the successor to CEO Bob Iger (currently in his second stint as CEO after his chosen successor,?Bob Chapek, was ousted in 2022), as follows:

? ? ? ? ? ? ? ? ? ?"The Walt Disney Company?Board of Directors has named Board member James P. Gorman to chair its Succession Planning Committee,?it was announced today by Mark G. Parker, Chairman of the Board. Gorman, who joined the Disney Board earlier this year, oversaw the recent succession process at Morgan Stanley,?where he serves as Executive Chairman following several years as the firm’s Chairman and CEO......

? ? ? ? ? ? ? ? ? ? "Succession Planning Committee Background, Process and Progress to Date: In January 2023, the Board intensified and expanded its approach to CEO succession planning through the formation of a special Succession Planning Committee to advise the Board and plan for a transition of leadership?that aligns with the Company’s long-term strategic goals. At the direction of the Board, the Committee and the full Board continue to undertake a deliberate succession planning process, including evaluation of transition structures and organizational frameworks, and planning for potential impacts of succession decisions across the Company.?

? ? ? ? ? ? ? ? ? ? ?"The Committee has met six times to date in fiscal 2024, consistently engaging with the full Board on the substance of the decisions to be made. The Board has discussed succession planning at each of its regularly scheduled meetings in fiscal 2024.?As detailed in the Committee’s March 2024 letter to shareholders,?the Committee and Board are reviewing internal candidates and external candidates. Internal candidates are going through a preparation process that includes mentorship from Disney CEO Robert A. Iger, external coaching, and engagement with all Board directors....."

? ? ? ? ? ? ? ? ?

? ? ? ? ? ? ? (vi) Southwest Airlines response to proxy contest launched by prominent hedge fund Elliott Investment Management: On June 10, prominent activist hedge fund Elliott Investment Management?announced in?this press release?that it?had built up a stake of nearly $2 billion in Southwest Airlines Co. and that it had sent a letter to the company's board calling for the replacement of the CEO, an overhaul of the board, and a "comprehensive business review", to which Southwest responded on the same day with this press release?(see item (iii) from June11/24), and then on July 3, announced in?this press release?that its?board had approved, as a defensive measure, the adoption of a "limited-duration Shareholder Rights Plan" (se item (iii) from July3/24).?

? ? ? ? ? ? ? ? ? ?On Aug.14, Elliott formally launched a proxy contest, announcing in this press release?that it was nominating 10 candidates to the Southwest board, thus replacing a majority of the board. Southwest responded on the same day in this press release, as follows:???

? ? ? ? ? ? ? ? ? ? ? "......Since Elliott launched?its campaign against Southwest Airlines, the Board has consistently sought to engage constructively and in the best interests of all Shareholders. Elliott has dismissed those efforts at every turn.?After Elliott recently agreed to a meeting with Southwest Airlines in early September to discuss a collaborative resolution, including continuing significant Board refreshment and other governance enhancements, Elliott unilaterally decided instead to publicly announce its intention to replace a majority of Southwest Airlines' Board.?

? ? ? ? ? ? ? ? ? ? ? "The Southwest Airlines Board and Executive Leadership Team remain open to conversations with Elliott?to discuss ideas to drive Shareholder value, and the Board will evaluate Elliott's proposed nominees as part of its ongoing Board refreshment process.?No immediate action is required of Shareholders......The airline recently announced several initiatives to elevate the Customer Experience, improve financial performance, and drive Shareholder value. Southwest Airlines will provide additional details on a comprehensive plan to transform its business, improve operational efficiency, and deliver capital allocation discipline during its Investor Day in late September.

? ? ? ? ? ? ? ? ? ? ? ?"Southwest Airlines is committed to maintaining a strong, independent Board with the right mix of skills and experience. The Board's Nominating and Corporate Governance Committee has taken deliberate actions to bolster the Board's existing expertise with professionals who offer a diverse range of skills that are critical to the airline's business and ongoing transformation. As part of its continued refreshment efforts, the Board has appointed a total of eight new independent and highly qualified Directors over the last three years,?including the recent addition of experienced airline executive and entrepreneur?Rakesh Gangwal......"

? ? ? ? ? ? ? ? (vii) responding to media reports of receipt of an acquisition proposal/M&A press releases of the day: Last Monday, in response to media reports, TSE-listed Seven & i Holdings Co., Ltd.?confirmed in?this press release?that?it had received an acquisition proposal from Alimentation Couche-Tard Inc.,?as follows:

? ? ? ? ? ? ? ? ? ? "Seven & i Holdings Co., Ltd.?today made the following comment in response to media reports stating it has received an acquisition proposal by Alimentation Couche-Tard Inc.?(“ACT”). The Company confirmed that it has received a confidential, non-binding and preliminary proposal by ACT to acquire all outstanding shares of the Company.?

? ? ? ? ? ? ? ? ? ? ?"The Board of Directors of the Company has formed a Special Committee of the Board of Directors, comprised solely of independent outside directors, led by Stephen Hayes Dacus, as Chairperson of the Board of Directors, to review the proposal. Consistent with its obligation to act in the best interest of its shareholders and other stakeholders of the Company, the Special Committee intends to conduct a prompt, careful and comprehensive review of the proposal,?the Company’s?stand-alone plans and other alternatives for enhancing corporate value, after which a response will be made to ACT.

? ? ? ? ? ? ? ? ? ? ? "Neither the Board of Directors nor the Special Committee has made any determination at this time to either accept or reject the proposal from ACT, to enter into discussions with ACT or to pursue any alternative transaction. The Company will promptly announce when the Company decides or has matters to be disclosed."

? ? ? ? ? ? ? ? ? ? ?Also last Monday, Alimentation Couche-Tard confirmed in this press release?that it had submitted a "friendly" proposal to Seven & i Holdings, as follows:

? ? ? ? ? ? ? ? ? ? ?"Alimentation Couche-Tard Inc., a global leader in convenience and mobility, today confirms that it recently submitted a friendly, non-binding proposal to Seven & i Holdings Co., Ltd. The Company is focused on reaching a mutually agreeable transaction that benefits both companies' customers, employees, franchisees and shareholders. There can be no certainty at this stage that any agreement or transaction will be reached. The Company does not anticipate issuing any further public statements regarding discussions with Seven & i unless or until an agreement is reached."

? ? ? ? ? ? ? (viii) (other) press releases/SEC filings/(other) precedents of the day?(Starbucks CEO employment offer letter and executive severance and change in control plan; Victoria's Secret CEO employment agreement and indemnification agreement; Blackberry CFO employment agreement; 3M CFO employment offer letter):

? ? ? ? ? ? ? ? ? ? (a) Starbucks Corporation announced on Aug. 13 in this press release the (abrupt) departure of its CEO "with immediate effect", and the appointment as its new chairman and CEO, the current chairman and CEO of Chipotle Mexican Grill, Inc.?(see (b) below), as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"Starbucks today announced that?Brian Niccol has been appointed chairman and chief executive officer. Niccol will start in his new role on September 9, 2024. Starbucks chief financial officer, Rachel Ruggeri, will serve as interim CEO until that time. Mellody Hobson, Starbucks board chair, will become lead independent director.

? ? ? ? ? ? ? ? ? ? ? ? ? "Niccol currently serves as Chairman and CEO of Chipotle......Niccol joined Chipotle as Chief Executive Officer and a director in March 2018, and became Chairman of the Board in March 2020.....Laxman Narasimhan is stepping down from his role as CEO and as a member of the Starbucks board with immediate effect......"

? ? ? ? ? ? ? ? ? ? ? ? ? ? In connection with the appointment of the new CEO,?the company and the new CEO entered into this Employment Offer Letter, as summarized in the related Current Report filed with the SEC; severance arrangements with the departing CEO?are disclosed in the said Current Report as follows (and see (iv)(b) above):

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"On August?13, 2024, the Company announced that effective as of August?12, 2024, Laxman Narasimhan would no longer serve as the Company’s chief executive officer or as a member of the Board. Mr.?Narasimhan’s departure is not related to any disagreement between Mr.?Narasimhan and the Company. Mr.?Narasimhan’s separation from the Company is a termination by the Company “without cause” for purposes of all plan benefits as well as contractual entitlements, including under Mr. Narasimhan’s offer letter, dated September?1, 2022, and the Company’s Executive Officer Severance Plan."

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?This is the Narasimhan?Employment Offer Letter?referred to, and this is the Starbucks Corporation Executive Severance and Change in Control Plan.

? ? ? ? ? ? ? ? ? ? ? ? ?(b) Chipotle Mexican Grill, Inc.?announced on Aug. 13 in this press releasethe?appointment of the Chief Operating Officer as interim CEO, with the current Chairman and CEO having "accepted the role as Chairman and Chief Executive Officer of?Starbucks"?(see (a) above), as follows:?

? ? ? ? ? ? ? ? ? ? ? ? ? "Chipotle Mexican Grill, Inc. today announced that Brian Niccol, Chairman and Chief Executive Officer, has accepted the role as Chairman and Chief Executive Officer of Starbucks and will be leaving the Company effective?August 31, 2024.?Niccol has served as Chipotle's CEO since 2018 and as Chairman of the Board since 2020.

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Chipotle's Board of Directors has appointed?Scott Boatwright, Chief Operating Officer, as Interim CEO. Boatwright joined Chipotle in 2017......In addition, Jack Hartung, who recently announced his retirement from Chipotle in 2025, has agreed to remain with the organization indefinitely as President of Strategy, Finance and Supply Chain to ensure a smooth transition. In this new role, Hartung will support Boatwright as Interim CEO,?and continue his current oversight of?Adam Rymer, Vice President of Finance and incoming CFO, as well as?Carlos Londono, global head of Supply Chain. With this leadership change, Scott Maw, Chipotle's Lead Independent Director, has been named Chairman of the Board, effective immediately......"

? ? ? ? ? ? ? ? ? ? ?(c) Nestle S.A.?announced last Thursday in this press release?the appointment of a new CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? "The Board of Directors of Nestlé has appointed Laurent Freixe, currently Executive Vice President and CEO Zone Latin America (LATAM), as Chief Executive Officer Nestlé S.A., effective September 1. The Board has also nominated Laurent Freixe as a candidate for the Board of Directors at the 2025 Annual General Meeting. Mark Schneider, Chief Executive Officer, has decided to relinquish his roles as CEO?and member of the Board of Directors.

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Laurent Freixe joined Nestlé in France in 1986. Since then, he has continuously progressed within the company, assuming various positions of increasing responsibility across different businesses, markets and Zones....Laurent Freixe has been a member of the Executive Board for 16 years....."

? ? ? ? ? ? ? ? ? ? ? (d) On March 25/24 The?Boeing?Company?announced in this press release?that its CEO?Dave Calhoun would be stepping down as CEO at the end of 2024 (see item (iv)(a) from March 25/24). On July 31, Boeing announced in this press release?the appointment of a new (64-year-old) CEO from outside the company, to whom the company's mandatory retirement policy would not apply until 2031 (see item (ii) above), as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? "Boeing today announced that its Board of Directors has elected Robert K. "Kelly" Ortberg as the company's new president and chief executive officer,?effective?August 8, 2024. Ortberg will also serve on Boeing's Board of Directors. He will succeed?Dave Calhoun, who earlier this year announced his intention to retire?from the company, having served as president and CEO since?January 2020, and as a member of Boeing's Board of Directors since 2009.

? ? ? ? ? ? ? ? ? ? ? ? ?"The Board conducted a thorough and extensive search process over the last several months to select the next CEO of Boeing and Kelly has the right skills and experience to lead Boeing in its next chapter," said?Steven Mollenkopf, Chair of the Board......Ortberg, 64, brings over 35 years of aerospace leadership to this position. He began his career in 1983 as an engineer at Texas Instruments, and then joined Rockwell Collins in 1987 as a program manager and held increasingly important leadership positions at the company prior to becoming its president and CEO in 2013.?After five years leading Rockwell Collins,?he steered the company's integration with United Technologies and RTX?until his retirement from RTX in 2021....."

? ? ? ? ? ? ? ? ? ? ? And from the related Current Report?filed with the SEC:

? ? ? ? ? ? ? ? ? ? ? "The Board also determined that Mr. Ortberg will not be subject to the Company’s mandatory retirement policy until April 1, 2031. However, there is no fixed term associated with his employment."

? ? ? ? ? ? ? ? ? ? ? Compensation arrangements with, including cash and stock awards granted to, the new CEO are also disclosed in the said Current Report, which includes as Exhibits: Boeing Form of U.S. Notice of Terms of Cash Based Award for CEO; Boeing Form of U.S. Notice of Terms of Supplemental Restricted Stock Units for CEO; and Boeing Form of U.S. Notice of Terms of Performance Non-Qualified Stock Option for CEO.??

? ? ? ? ? ? ? ? ? ? (e) NYSE-listed The Estée Lauder?Companies Inc. (ELC) announced last Monday in this press release that its longtime CEO (15 years) intended to retire at the end of fiscal 2025, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"The Estée Lauder Companies Inc. today announced that Fabrizio Freda has informed the Board of Directors of his intention to retire at the end of fiscal year 2025. The Board is well advanced in its long-established CEO succession planning process whereby the Board has considered many highly qualified internal and external candidates. Until his successor is appointed, Mr. Freda will continue to lead and oversee the Company’s strategic, financial and investment priorities,?including the Company’s Profit Recovery and Growth Plan and its efforts to reignite profitability and growth. Once a successor has been named, Mr. Freda will partner with this leader to ensure a smooth transition and will also be available in fiscal year 2026 as an advisor.......

? ? ? ? ? ? ? ? ? ? (f) NYSE-listed conglomerate Loews Corporation?announced on July 29 in this press release?a "CEO transition" pursuant to which the current CEO will retire from that role and become Chairman, to be succeeded as CEO by the current Senior VP, Corporate Development and Strategy,?with two directors transitioning to Directors Emeriti,?as follows

? ? ? ? ? ? ? ? ? ? ? ? "Loews Corporation announced today that, as part of its leadership succession plan, on?December 31, 2024,?James Tisch?will retire as President and CEO and will be succeeded by?Benjamin Tisch, current Senior Vice President, Corporate Development and Strategy. As part of the leadership transition,?James Tisch?will become Chairman of the Board of Directors, and?Benjamin Tisch?and Loews Hotels & Co's CEO?Alexander Tisch?will join the Board. Also, Andrew Tisch?and?Jonathan Tisch?will transition from Directors to Directors Emeriti......

? ? ? ? ? ? ? ? ? ? ? ? ?'Ben Tisch?joined Loews in 2011 as a member of the company's investment department. He was promoted to Vice President in 2014 and tasked with helping lead Loews's corporate development function, while also focusing on strategic planning and investments. Ben was then promoted to Senior Vice President, Corporate Development and Strategy in 2022......";

? ? ? ? ? ? ? ? ? ?(g) NYSE-listed Victoria’s Secret & Co.?announced on Aug. 14 in this press release?the appointment of a new CEO from outside the company,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? "?Victoria’s Secret & Co. (“VS&Co”) today announced that its?Board of Directors has appointed Hillary Super as Chief Executive Officer and a member of the Board, effective September 9, 2024.?Super succeeds Martin Waters?in both roles. Timothy (TJ) Johnson, VS&Co’s Chief Financial and Administrative Officer, will serve as interim CEO effective today through September 8, 2024. Waters will remain employed as an advisor to the Company through August 31, 2024 to support a smooth transition.......Super most recently served as CEO of intimates and accessories brand Savage X Fenty....."

? ? ? ? ? ? ? ? ? ? ? ? ?In connection with the appointment of a new CEO, the new CEO and the company entered into this Executive Employment Agreement as summarized in the related Current Reportfiled with the SEC, and the new CEO executed the company's standard form of Indemnification Agreement.

? ? ? ? ? ? ? ? ? ? ?(h) NYSE/TSX-listed Blackberry Limited announced on July 29 in this press release?the appointment of a new CFO from inside the company, succeeding the current CFO who "has decided to pursue other opportunities outside of the Company", as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"Blackberry Limited today announced a series of leadership changes designed to streamline its finance organization as it executes on its strategy to establish two distinct divisions (Cybersecurity and IoT). Tim Foote?has been appointed as the Company's Chief Financial Officer, effective today. ?Foote will report to BlackBerry CEO,?John J. Giamatteo.?Foote joined the Company following BlackBerry's acquisition of Good Technology in 2015 and brings more than 20 years of experience across a number of senior finance leadership positions.....most recently, CFO for the Cybersecurity division. ?

? ? ? ? ? ? ? ? ? ? ? ? ? "Foote will succeed?Steve Rai, who has decided to pursue other opportunities outside of the Company......Rai?will remain with BlackBerry until September in a consulting role in order to help facilitate a smooth transition....."

? ? ? ? ? ? ? ? ? ? ? ?In connection with the appointment, the new CFO and the company entered into this Employment Agreement, as summarized in the related Current Report?filed with e SEC;

? ? ? ? ? ? ? ? ? ? ?(i) NYSE/LSE-listed WPP plc announced on July 30 in this press release?a Chair succession, with the new Chair coming from outside the company,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"WPP today announces the?appointment of Philip Jansen to its Board as a Non-Executive Director and Chair-designate. He will join the Board on 16 September 2024 and will succeed Roberto Quarta as Non-Executive Chair of WPP from 1 January 2025. Philip was Chief Executive of BT Group from 2019 to February 2024.......

? ? ? ? ? ? ? ? ? ? ? ? ? "The appointment of Philip Jansen was made by the Board on the recommendation of the Nomination and Governance Committee, which was chaired by Angela Ahrendts, WPP’s Senior Independent Non-Executive Director......The Compensation Committee agreed Philip Jansen’s fees. He will receive total fees of ￡575,000 per annum. In addition to being Chair, on joining the Board Philip Jansen will be appointed as a member of the Compensation Committee and the Nomination and Governance Committee and succeed Roberto Quarta as Chair of that Committee on 1 January 2025.......";

? ? ? ? ? ? ? ? ? ? ? ?(j) On July17/24, HSBC Holdings plc announced in this press release?the promotion of its CFO to the position of CEO (see item (iii)(a) from July 17/24). On July 31, HSBC announced in this Current Report?of a foreign private issuer the appointment of an interim CFO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"HSBC Holdings plc today announces that?Jonathan (Jon) Bingham has been appointed as Interim Group Chief Financial Officer with effect from 2 September 2024. He will not be appointed as an Executive Director. Jon will retain his existing responsibilities as Global Financial Controller whilst holding the role of Interim Group CFO.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "As HSBC Global Financial Controller, he is responsible for a global team and provides stewardship of HSBC external financial, regulatory, ESG and Tax reporting.....A process to identify the next permanent Group CFO, is underway. An update will be provided on the outcome of this search in due course";

? ? ? ? ? ? ? ? ? ? ? (k) NYSE-listed, multinational conglomerate Johnson Controls International plc?announced on July 31 in this press release?the?initiation of a CEO succession plan, and a board refreshment,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Johnson Controls?a global leader for smart, healthy and sustainable buildings, today announced that George R. Oliver?has informed the Board of Directors that it is time to initiate the CEO succession plan following the company's substantial progress on its portfolio transformation. Oliver has led the Johnson Controls' business and portfolio transformation since becoming Johnson Controls' chairman and CEO in 2017.

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Accordingly, the Johnson Controls Board has begun a comprehensive search for the Company's next CEO with the assistance of a nationally recognized executive search firm?to aide in the evaluation of internal and external candidates.?Oliver will continue to serve as chairman and CEO until a successor is named and will remain chair of the Board once the new CEO is named to allow for a smooth management transition.......

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Board refreshment: As part of the Company's ongoing Board refreshment efforts and following a constructive dialogue with Elliott Investment Management L.P., Johnson Controls appointed?Patrick Decker?to serve on its Board,?effective immediately. Decker previously served as president and CEO of Xylem Inc.?prior to his retirement. With the appointment, the Board is comprised of 13 directors, 12 of whom are independent......";

? ? ? ? ? ? ? ? ? ? ?(l) Nasdaq-listed, online marketplace?Etsy, Inc.?announced on July 31 in this press release?the planned retirement of its CFO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? "Etsy, Inc., which operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world, announced today that Rachel Glaser, Etsy's Chief Financial Officer, has decided to retire after a nearly 40-year career in strategic finance roles, including over seven years in her current role. Etsy has retained an executive recruiting firm to assist in the search for her successor. Ms. Glaser is expected to remain in her current role until a successor is appointed, and to remain with Etsy in an advisory capacity through?June 30, 2025?to support continuity and a smooth transition......"

? ? ? ? ? ? ? ? ? ? ? ?As disclosed in the related Current Report?filed with the SEC, the retiring CFO and Etsy entered into a "letter agreement governing the terms of her remaining period of service to Etsy", the terms of which are summarized in the said Current Report;

? ? ? ? ? ? ? ? ? ? ?(m) On March 21/24, Papa John's International, Inc. announced on Thursday in this press release?the departure of its CEO "to assume another CEO position", and the appointment of the company's CFO to the additional position of interim CEO (see item (iv)(c) from March 25/24). On Aug.1,Papa John’s announced in this press release?the appointment of?a new CEO from outside the company, replacing the interim CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"Papa John’s International, Inc. today announced that its Board of Directors has appointed Todd Penegor as President and Chief Executive Officer, effective immediately.?Mr. Penegor has also joined the Company’s Board of Directors. He succeeds Ravi Thanawala, who has served as Interim CEO since March 2024?and will continue in his role as Chief Financial Officer. Mr. Penegor, most recently President and Chief Executive Officer of The Wendy’s Company, is a proven leader with 20 years of experience in the restaurant and consumer goods industries.....";

? ? ? ? ? ? ? ? ? ? ?(n) 3M Company announced on Aug.1 in this press release?the appointment of a new CFO from outside the company,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? ? "3M?announced today that Anurag Maheshwari?is appointed Executive Vice President and Chief Financial Officer (CFO), effective?September 1, 2024. Maheshwari currently serves as Executive Vice President and Chief Financial Officer for Otis Worldwide Corporation, a global leader in the manufacture, installation, and servicing of elevators and escalators, with customers and passengers in more than 200 countries and territories......

? ? ? ? ? ? ? ? ? ? ? ? ? "As 3M's CFO, Maheshwari will lead the Company's global finance organization and will be responsible for business finance, accounting, treasury, financial planning and analysis, tax, and investor relations, in addition to transformation, country governance, and 3M's global service centers. Pending Maheshwari's assumption of the CFO role on?September 1,?3M?announced the appointment of?Teri Reinseth?as Interim Chief Financial Officer,?effective?August 1, 2024. Reinseth currently serves as the Company's Senior Vice President, Corporate Controller and Chief Accounting Officer,?and has been in this role since?April 1, 2019."

? ? ? ? ? ? ? ? ? ? ? ? ? The?company and the new CFO entered into this?Employment Offer Letter, as summarized in the related Current Report?filed with the SEC;

? ? ? ? ? ? ? ? ??

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