CII Elects Board Members for 2025-2026

Members Also Approve Policies on Reincorporation and Stealth Dual-Class Stock 

Washington, D.C., March 12, 2025 —Congratulations to Patti Gazda, Ohio Public Employees Retirement System; Andrew Roth, Colorado PERA; and Dieter Waizenegger, UAW Retiree Medical Benefits Trust, for their election to the board of the Council of Institutional Investors (CII)on March 10. CII thanks for their service Joe Aguilar, Office of the Illinois State Treasurer, Tracy Harris, District of Columbia Retirement System; and Michael Pryce Jones, United Brotherhood of Teamsters, who are stepping down from the CII board.

Aeisha Mastagni, California State Teachers’ Retirement System, was re-elected as board chair. The other board officers for 2025-2026 are: Margaret Foran, Prudential Financial, co-chair; Michael McCauley, Florida State Board of Administration, co-chair; Tejal Patel, SEIU Affiliates’ Supplemental Retirement Savings Plan/SOC Investment Group, co-chair; Katy Hoffman, Teacher Retirement System of Texas, treasurer; and Melanie Myers, American Federation of Teachers, secretary.

The CII board members re-elected for 2025-2026 are:

• Margaret Foran, Chief Governance Officer, SVP & Corporate Secretary, Prudential Financial
• Drew Hambly, Investment Director, Global Equity, Head of Stewardship, California Public Employees' Retirement System
• Katy Hoffman, Chief of Staff, Investment Management Division, Teacher Retirement System of Texas
• Margaret Madden, SVP, Corporate Secretary & Chief Governance Counsel, Pfizer
• Aeisha Mastagni, Senior Portfolio Manager, California State Teachers’ Retirement System
• Michael McCauley, Senior Officer, Florida State Board of Administration
• John Mulè, Director of Legal and Legislative Policy, Minnesota State Board of Investment
• Melanie Myers, Senior Associate Director, American Federation of Teachers
• Yumi Narita, Executive Director of Corporate Governance, Office of the New York City Comptroller
• Jennifer O’Dell, Assistant Director, Corporate Affairs, Laborers’ International Union of North America
• Tejal Patel, Executive Director, SEIU Affiliates’ Supplemental Retirement Savings Plan/SOC Investment Group
• Kyle Seeley, Head of Stewardship, New York State Common Retirement Fund

Also on March 10, CII’s U.S. Asset Owner Members approved two policy amendments. The first expands CII’s existing policy on reincorporation, which provides that U.S. companies should not reincorporate to other countries where corporate governance practices are weaker. The new policy is not restricted to U.S. companies and recommends that companies should not reincorporate from one jurisdiction to another (such as from one state to another), where the corporate governance structures are less robust. The new policy also says companies should not adopt new articles of incorporation or bylaws that diminish investor rights and protections in conjunction with reincorporations.

The other policy amends CII policies on board oversight and shareowners’ voting rights. Both address the proliferation of contracts and other arrangements that companies use to recreate the effects of dual-class stock without actually adopting multiple classes of stock with disparate voting rights, often referred to as stealth dual-class stock. They also urge companies not to adopt alternative structures or mechanisms that similarly misalign voting rights and economic ownership. Further, the amended policies discourage boards from entering into agreements that substantially reduce or eliminate their ability to independently oversee management of a corporation. Finally, they provide that companies with a structure or mechanism that misaligns voting or other governance rights and economic ownership should clearly disclose this information to investors.

All CII policy amendments are approved by both the CII board of directors and a majority of the U.S. Asset Owners. CII solicits comments on proposed policies from all its members, regardless of membership category, before final adoption. While CII’s policies are best practices adopted by the membership, they are not binding on members.
 
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