'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)?

? ? ? ? ? ? ? (i) retiring Duke Energy CEO on her role in the company's CEO succession planning process, and advice for new CEOs: Last Monday, NYSE-listed Duke Energy Corporation announced in this press release?the retirement on April 1/25 of Lynn Good, its CEO for the past decade (see item (iv)(a) from last Thursday). She spoke recently with Fortune about the CEO succession process to identify her successor, and her role in it,?as well as giving?some advice for new CEOs, as reported in last Thursday's Fortune CFO Daily Newsletter, "Duke Energy CEO Lynn Good’s advice to her younger self":

? ? ? ? ? ? ? ? ? ? "......Succession can be a bruising affair. And yet replacing yourself is clearly one of leader’s core tasks. I spoke with Duke Energy?CEO Lynn Good, who this week announced that she's stepping down?on April 1 after more than a decade in the job, which president Harry Sideris will now take on.

? ? ? ? ? ? ? ? ? ? "She’s been developing plans around high-potential leaders for the past several years, meeting with the board twice a year to update them on progress and plot future moves for the team. “Every leader, in my view, has the responsibility to develop a success group,” she told me.

? ? ? ? ? ? ? ? ? ? "And what advice would she give to her first-year self and other newbie CEOs??'Always keep your eyes on the horizon, trying to look around the corner, so that you have a set of accountabilities on the things that are the present, but you don’t let the present drown out what you ought to be trying to accomplish over the long term.'....."

? ? ? ? ? ? ? (ii) Jamie Dimon on possibly staying on as chairman post-retirement, and JPMorgan's 'emergency CEO successor': In an interview with CBS?last week, Jamie Dimon spoke about his retirement, as reported in this Fortune article last Monday, "Jamie Dimon says he doesn’t know who his successor is and drops hints on his post-CEO life — ‘I’m not going to retire like that’":

? ? ? ? ? ? ? ? ? ? ?"Jamie Dimon offered more clues?on what his life could look like after he eventually relinquishes his role as CEO of JPMorgan Chase. In an interview with CBS, he acknowledged that it’s likely he could stay on as chairman for a few?years......

? ? ? ? ? ? ? ? ? ? ? ?"When asked if he would step down as CEO but remain as chairman, he said that it’s “likely” to happen, though the board will ultimately decide. “But if it makes sense, I may be chairman for a couple years.” Dimon was then asked if he knows who his successor will be, and he replied “no.”?

? ? ? ? ? ? ? ? ? ? ? ?"To be sure, JPMorgan does have a plan in place in case something suddenly happens to Dimon,?who has had two major health scares. In August, he confirmed that the bank’s emergency CEO successor?remains Daniel Pinto,?calling him the “hit by a bus” pick. The Argentina native was named co-president and chief operating officer in January 2018, and became president and COO in January 2022....."

? ? ? ? ? ? ? ? ? ? ? As regards JPMorgan's "emergency CEO successor" being Daniel Pinto, note that this may no longer be the case in light of JPMorgan's announcement last Tuesday in this press release?that Pinto, President and COO, ?would be retiring at the end of 2026, and would be relinquishing his responsibilities as President and COO as of June 30, 2025, to be replaced as COO by Jennifer Piepszak, currently Co-Chief Executive Officer of the Commercial & Investment Bank (see item (iv)(a) from last Wednesday). This is discussed in this Fortune article last week, "Jamie Dimon’s ‘hit by a bus’ successor Daniel Pinto leaves JPMorgan—and the new COO says she doesn’t want the top job either":

? ? ? ? ? ? ? ? ? ? ? ".....Dimon previously named Pinto his "hit by a bus" CEO, meaning the current president and COO of the bank is equipped to step into the leadership role at any time?if the current boss was incapacitated for any reason. However, the man who has served as right-hand for seven years announced yesterday he will be retiring in 2026.

? ? ? ? ? ? ? ? ? ? ? ?"Jennifer Piepszak, also?named by JPMorgan as a potential successor for Dimon, will take his place as COO, but claims to have no interest in taking the top job. “Jenn has made clear her preference for a senior operating role working closely with Jamie and in support of the top leadership team, and does not want to be considered for the CEO position at this time,” JPMorgan spokesman Joe Evangelisti told CNBC......

? ? ? ? ? ? ? ? ? ? ? ? ?"It is not clear who Dimon’s de facto CEO is in the absence of Pinto—JPMorgan did not respond to Fortune’s?request for comment on this point......"

? ? ? ? ? ? ? (iii) the frequency of external CFO hires at the S&P and Fortune 500 companies/the trend towards not having a formal CFO succession plan:?

? ? ? ? ? ? ? ? ? ? (a) The increasing frequency of hiring outside CFOs at the S&P and Fortune 500 companies?(among the various reasons for this being the lack of CFO succession planning at the larger companies, as discussed in (b) below), is discussed in yesterday's Fortune CFO Daily Newsletter, "Fortune 500 companies turn to external talent for CFO roles":

? ? ? ? ? ? ? ? ? ? ? ? ?"New data reveals that, when it comes to finding someone to lead their financial operations, an increasing number of big companies are looking beyond their internal ranks.?That’s according to the annual Crist Kolder Associates Volatility Report, which measures the turnover of C-suite executives in a portfolio of companies. The report looked at 671 Fortune 500 and S&P 500 companies, through Dec. 31, and found that external hiring of finance chiefs hit a 10-year high in 2024.

? ? ? ? ? ? ? ? ? ? ? ? ?"Crist Kolder, a senior-level executive search firm, has for years compiled data that compares the percentage of new CFOs recruited from outside the company per year versus internal hires. In 2014, 40.2% of CFO hires were external candidates, and that percentage increased to 47.1% in 2024, according to the report. The historical average is 39%.?

? ? ? ? ? ? ? ? ? ? ? ? ?"Costco Wholesale is among the Fortune 500 companies that made an external hire last year.....Another Fortune 500 company that chose an external CFO hire is Target Corp......In September, Anurag Maheshwari began his tenure as the new CFO of 3M, a Fortune 500 company. Maheshwari is the former CFO of Otis Worldwide Corporation......The increase in external hires seems to also coincide with a trend in fewer large companies actively practicing CFO succession planning?to identify and develop internal talent for the role....."

? ? ? ? ? ? ? ? ? ? ? ? For two other examples of external CFO hires, see items (iv)(b) and (c) below.

? ? ? ? ? ? ? ? ? ? (b) Southwest?Airlines Co. announced last Thursday in this press release?that its CFO would be retiring effective April 1/25, and that a search would begin for his replacement (see item (v)(b) from this Monday). As noted in last Monday's Fortune CFO Daily Newsletter, "Southwest is the latest big firm to choose a CFO search over succession planning", with reference to this recent Deloitte survey, "about 1 in 4 of 200 CFOs surveyed indicated that their organizations do not have a formal CFO succession plan to identify and develop internal talent for the role." Below is from the said Newsletter:

? ? ? ? ? ? ? ? ? ? ? ? "CFO turnover at major companies continues this year, with Tammy Romo, Southwest Airlines’ EVP and chief financial officer since 2012, planning to retire. However, Southwest didn’t announce a successor for the longtime CFO. Rather, it will begin a search for her replacement.....

? ? ? ? ? ? ? ? ? ? ? ? "Southwest opting to conduct a search for Romo’s replacement is indicative of what seems like a larger trend. About 1 in 4 of 200 CFOs surveyed indicated that their organizations do not have a formal CFO succession plan to identify and develop internal talent for the role,?according to Deloitte’s Q2 2024 CFO Signals survey. And?among those that said there isn’t a plan, 28% were from enterprises earning at least $10 billion in revenue. In general, an aspect that can make CFO succession planning challenging is the evolving role of finance chiefs......"

? ? ? ? ? ? ? ? ? ? ? ? ? Note that subsequent to this Fortune Newsletter,?two?more examples of companies announcing the departure of their CEOs with no immediate successor appointed, and that they were launching a search to find one:?Mattel Inc.?(see item (iii)(a) from this Tuesday); and Algonquin Power & Utilities Corp.?(see item (iv)(b) from last Thursday.)

? ? ? ? ? ? ? (iv) press releases/precedent of the day (Ralph Lauren COO employment agreement):

? ? ? ? ? ? ? ? ? ?(a) NYSE-listed Ralph Lauren Corporation?announced yesterday in this press release the appointment of a new COO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Ralph Lauren Corporation announces theappointment of Bob Ranftl as Chief Operating Officer (COO) effective March 30, 2025, succeeding Jane Nielsen, whose planned departure was previously announced as part of a multi-year strategic succession plan.?Ranftl, who joined Ralph Lauren in 2015 and has served in multiple financial and commercial roles within the Company, is currently the Regional Chief Executive Officer (CEO) for North America. He will be succeeded in this role by Mercedes Abramo, who will join the Company on March 1.....As COO, Ranftl will oversee?IT, logistics, real estate, architecture, and store design, as well as the Company’s licensing organization, and will play a key role in enabling continued growth in the regions....

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

? ? ? ? ? ? ? ? ? ?(b) Last Tuesday, NYSE/TSX-listed Algonquin Power & Utilities Corp. announced ?in this press release?the departure of its CFO, Darren Myers, "to pursue another opportunity" (see item (iv)(b) from last Thursday.) On Monday, Canadian Tire Corporation?(CTC) announced in this press release?the appointment Darren Myers as its new CFO.?as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Canadian Tire Corporation today announced that Darren Myers?will join the Company as Executive Vice President and Chief Financial Officer (EVP and CFO), effective?April 1st, on the retirement of?Gregory Craig. The Company's CFO search followed Mr. Craig's decision to retire after a 31-year career at CTC?in which he made notable contributions, both through his career at Canadian Tire Financial Services and in his five years as EVP and CFO of Canadian Tire Corporation.

? ? ? ? ? ? ? ? ? ? ? ? "Darren Myers?comes to the role with over a decade of experience leading operational finance functions and capital markets interactions. He served as CFO of Celestica and subsequently took on the CFO roles at retailer Loblaw Companies Limited?and Algonquin Power & Utilities Corporation , both members of the S&P/TSX-60 Composite Index......To provide a seamless transition, Mr. Craig will manage the Company's pending Q4 2024 reporting and remain an executive advisor until?June 30, 2025......"

? ? ? ? ? ? ? ? ? ? (c) On June 26/24, NYSE-listed, healthcare technology company Medtronic plc ("the largest medical device company in the world by revenue") announced in this press release?the appointment of Gary Corona, senior vice president, Global Financial Planning and Analysis, as interim CFO to replace the company's current CFO who was departing to become CFO at HP Inc. (see item?(v)(b) from June 27/24). Yesterday, Medtronic announced in this press release the appointment of a new CFO from outside the company to replace the interim CFO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Medtronic plc, a global leader in healthcare technology,?today announced that Thierry Piéton has been appointed Chief Financial Officer for the company,?effective?March 3, 2025. He will report to Medtronic Chairman and Chief Executive Officer?Geoff Martha?and will join the Medtronic Executive Committee. Piéton joins Medtronic from Renault Group, where he has served as Chief Financial Officer since?March 2022.?

? ? ? ? ? ? ? ? ? ? ? ? ? "Gary Corona, who has been serving as interim CFO, will continue in this role until Piéton joins Medtronic, after which Corona will become Senior Vice President, Corporate Finance and will remain on the Medtronic Executive Committee.....As CFO, Piéton will be responsible for?leading the Medtronic global finance organization and key supporting functions, including Treasury, Controller, Tax, Internal Audit, Investor Relations, Corporate Strategy, and Business Development....."

? ? ? ? ? ? ? ? ? ? ? ? ? ?As disclosed in the related Current Report?filed with the SEC, the company and the new CFO entered into an Employment Letter Agreement?the terms of which are summarized in the said Current Report.

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