Vanguard's Proxy Season Bugaboo: Board Hogs


Ignites | April 12, 2019

The Ignites article, "Vanguard's Proxy Season Bugaboo: Board Hogs," quoted Russell Reynolds Associates Consultant Jack "Rusty" O'Kelley III about on the issue of board directors being stretched too thin. The article is excerpted below.

Vanguard is adopting a proxy voting stance against directors who sit on multiple boards. 

The firm has begun informing portfolio companies that it will, in most cases, oppose the elections of corporate executives running for two or more public company board seats, other than at the companies where those executives work. Vanguard will also likely vote against other board candidates vying for more than four board seats at a time, a spokeswoman told The Wall Street Journal.


Overextending directors’ duties, known as overboarding, is considered more of a red flag today, said Jack “Rusty” O’Kelley, who leads Russell Reynolds Associates’ board advisory and effectiveness practice. 

"Overboarding has become a bigger and bigger issue because the role of the director has increased over time," O’Kelley told the Journal. "To serve on a board is requiring more time and effort."

To read the full article, click here.

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Vanguard's Proxy Season Bugaboo: Board Hogs