General Electric Co. (GE) announced Monday, Feb. 26, its slate of directors for the industrial conglomerate's annual meeting, revealing three new director candidates and which members of the current board will stand for re-election.
The Boston-based company nominated former Danaher Corp. (DHR) Chief Executive Lawrence Culp Jr., former American Airlines Group Inc. (AAL) CEO Thomas Horton and the former chairman of the Financial Accounting Standards Board Leslie Seidman.
"We consider this announcement to be the first positive development in arguably over a year for GE, which has been rocked recently by a stream of challenges and disappointments," RBC Capital Markets analyst Deane Dray said in a research note. "In our view, each of these three candidates will bring compelling new oversight to GE, specifically in operational excellence, customer relationships, and the quality and transparency of its accounting."
GE also said nine directors will stand for re-election, including Sébastien Bazin, W. Geoffrey Beattie, John Brennan, Francisco D'Souza, Edward Garden, Risa Lavizzo-Mourey, James Mulva, James Tisch and CEO John Flannery.
"The new Board is unified in its mission to work with John Flannery and GE's senior leadership team to drive the company's focus on superior performance and to maximize the long-term value of GE's world-class businesses for our shareowners," Brennan, the lead independent director, said in a statement.
Flannery said at its investor day in mid-November that GE would cut its board of directors from 18 members to 12 members, a move that some corporate governance experts "applauded." A company with fewer directors tend to outperform their peers as small boards "foster deeper debates and more nimble decision-making," according to a 2014 study by governance researchers GMI Ratings, which was prepared for The Wall Street Journal.
With the Feb. 26 announcement, it means Marijn Dekkers, Susan Hockfield, Peter Henry, Andrea Jung, Steve Mollenkopf, Shelly Lazarus, Jim Rohr and Mary Schapiro will not stand for re-election. Former director Lowell McAdam resigned in December because "he was no longer able to allocate the time necessary to continue to serve on the board," the company said in a filing with the U.S. Securities and Exchange Commission.
The new director candidates add "world-class expertise in capital allocation, aviation, accounting and financial reporting," Brennan said.
Culp, 54, transformed Danaher from an industrial manufacturer into a leading science and technology corporation, GE said, while Horton, 56, restructured American Airlines led its eventual merger with US Airways. Horton is also the presiding lead independent director at Qualcomm Inc. (QCOM) , which is in the middle of deal talks with Broadcom Ltd. (AVGO) .
Seidman, 55, spent ten years at the Financial Accounting Standards Board, the organization responsible for establishing generally accepted accounting principles in the U.S. Previously, she was a vice president of accounting policy at J.P. Morgan and an auditor.
Aside from the new nominees, Flannery and Trian Fund Management's Chief Investment Officer Ed Garden are the most recent additions to the board, according to BoardEx, a relationship mapping service of TheStreet Inc.
Flannery assumed the Chairman role once former GE CEO Jeff Immelt left the chairman role in early October. Shortly thereafter, Garden joined the board, replacing Robert Lane, the former Deere & Co. (DE) CEO who departed because of health reasons.
The announcement on the board of directors comes as GE retroactively cut its 2016 earnings per share by 13 cents and by 16 cents for 2017 to reflect a new, required accounting standard.
"In turn, GE's 2018 EPS guidance of $1 to $1.07, (which the company lowered to the 'low end' of that range last week), appears increasingly difficult to achieve," Deutsche Bank research analyst John Inch said in a Feb. 26 note. Deutsche Bank has a Sell rating on the stock with a $13 price target.
On top of the restated earnings, the U.S. Securities and Exchange Commission is probing GE's revenue recognition practices after a review of its insurance business led the company to book a $6.2 billion after-tax charge during the fourth quarter. GE said it would contribute $15 billion to shore up the insurance portfolio's reserves.
The Department of Justice is also "likely to assert that WMC [Mortgage Corp.] and GE Capital violated [Financial Institutions Reform, Recovery and Enforcement Act] FIRREA in connection with WMC's origination and sale of subprime mortgage loans in 2006 and 2007 which were then used as collateral for residential mortgage-backed securities," GE said in an SEC filing.
"We had hopes that the new management team could breathe life into the company and change its narrative quicker than what others had thought, but due to a confluence of factors, this has not been the case," TheStreet founder Jim Cramer, who this morning sold all the GE stock held in his Action Alerts PLUS charitable trust portfolio, said in a note to AAP subscribers. "The investigations are underway, face-to-face meetings are expected to occur in March, and we cannot let ourselves stay exposed to further downside as these storylines develop."
Shares of GE rose 1% to $14.64 at 3:40 p.m. EST Monday.
-- This story has been updated to include comments from RBC Capital Markets analyst Deane Dray.