Corporate boards look to high-profile directors

Experts say celebrities can raise company's profile, stock price

July 12, 2013|By Eileen Ambrose, The Baltimore Sun

When T. Rowe Price Group looked to add a director to its board last month, the Baltimore money manager chose someone with widespread name recognition: former Sen. Olympia J. Snowe of Maine.

Earlier this year, Price added another notable figure to its board: Freeman A. Hrabowski III, president of the University of Maryland, Baltimore County, whom Time magazine named last year as one of the 100 most influential people in the world.

Price is by no means alone in appointing high-profile or so-called celebrity directors. Former Republican presidential candidate Mitt Romney rejoined the board of Bethesda-based Marriott International after his defeat in the November election. The board of Exelon Corp., parent of Baltimore Gas and Electric Co., includes an admiral and former Homeland Security Secretary Tom Ridge. And several Maryland corporate boards have retired military brass.

Corporate governance experts say such celebrity directors can be highly beneficial, raising a company's profile and even its stock price. But that doesn't mean all boards should have a celebrity, they add. Choose wrongly, and a company can find itself dealing with someone who disrupts meetings, doesn't come to them or becomes a scandal.

Celebrity directors are generally people widely recognized for something other than their position on the board. Al Gore, for instance, is better known as a former vice president than a director of Apple Inc.

A.B. "Buzzy" Krongard, former chairman and CEO of Alex. Brown, said celebrity directors add "usually nothing" to a board.

"Generally speaking, they bring celebrity status," he said. "Why people put them on the board, I have no idea."

But Krongard, the lead director at Under Armour, defends the appointment of retired Adm. Eric T. Olson to the Baltimore athletic apparel company's board last year.

"He has tremendous experience," Krongard said.

Olson, a decorated former commander of U.S. Special Operations, has worked under conditions of extreme heat and cold and brings insight on what's needed in apparel under those situations, Krongard said.

Under Armour doesn't have a director who is an athlete. So many athletes wear Under Armour gear that the company doesn't want to pick one for the board and offend the others, Krongard said.

Concerns about celebrity directors go back 20 or so years when corporations — under pressure to appoint independent directors — started putting well-known figures who were not necessarily engaged in the company's business on their boards, said Jill Fisch, a law professor at the University of Pennsylvania.

"They often didn't attend as many board meetings as they should have," she said. "They just rubber-stamped what management wanted."

Times have changed, Fisch said.

"The people we are talking about today are a little bit different than that," she said. "Yes, they are big names, but ... many times they are bringing some sort of skill set that a company finds valuable."

Since 2010, the Securities and Exchange Commission has required companies to spell out the skills, experience and qualifications that make a person board-worthy.

Companies now are discouraged from filling board seats with other CEOs and are urged to find directors who can think outside the box, something high-profile directors can provide, Fisch said.

For instance, a company facing regulatory issues might want a former elected official who understands regulations and how to lobby on them, Fisch said. A university president, she said, has experience in running a big enterprise much like a CEO, but might address matters in a different way.

Celebrity directors can add more than a fresh perspective.

A 2011 study that looked at the impact of more than 700 celebrity directors — including former Vice President Dick Cheney, former Secretary of Defense Robert M. Gates, ex-tennis star Billie Jean King and New Age guru Deepak Chopra — found that they raise a company's visibility among consumers, investors and even analysts.

Consequently, such directors boost a company's stock price on average by about 3 percentage points over a year, said Stephen Ferris, senior associate dean for graduate studies and research at the University of Missouri and co-author of the study.

Investors and others tend to view celebrity directors as a seal of approval, concluding that high-profile figures would not get involved with a bad company, Ferris said.

Celebrities also can help little-known startups, giving them "credibility and visibility much more quickly," Ferris said.

Of course, it doesn't always work out.

Morgans Hotels Group added now-disgraced bicyclist Lance Armstrong to its board when the company went public in 2006. Armstrong resigned in early 2008 after missing every board meeting the year before, even though the company paid him $71,644 in fees and stock awards. He later lost all seven of his Tour de France titles because of a doping scandal.

Baltimore Sun Articles
Please note the green-lined linked article text has been applied commercially without any involvement from our newsroom editors, reporters or any other editorial staff.