Council of Institutional Investors

CII Elects Board Members for 2022-2023 - Members Also Approve Revised Policies on Poison Pills and Shareholder Meetings

Washington, D.C., March 8, 2022 —Yumi Narita, executive director of corporate governance for the New York City Retirement System, was elected March 7 as the newest member of CII’s Board of Directors for 2022-2023. Narita takes the seat formerly held by Mansco Perry, who is retiring this year from his position as executive director and CIO of the Minnesota State Board of Investment.

The other CII board members elected for 2022-2023 are all returning directors:

  • Ron Baker, Colorado Public Employees’ Retirement Association
  • Margaret Foran, Prudential Financial
  • Mary Francis, Chevron
  • Patti Gazda, Ohio Public Employees Retirement System
  • Katy Hoffman, Teacher Retirement System of Texas
  • Louis Malizia, International Brotherhood of Teamsters
  • Aeisha Mastagni, California State Teachers’ Retirement System
  • Michael McCauley, Florida State Board of Administration
  • Thomas McIntyre, International Union of Bricklayers and Allied Craftworkers
  • Simiso Nzima, California Public Employees’ Retirement System
  • Elizabeth Parisian, American Federation of Teachers
  • Tejal Patel, Corporate Governance Director, SEIU Affiliates’ Supplemental Retirement Savings Plan/SOC Investment Group
  • Mitch Vogel, State Universities Retirement System of Illinois
  • Scott Zdrazil, Los Angeles County Employees Retirement Association
Board officers for 2022-23 are Scott Zdrazil, chair; Margaret Foran, Louis Malizia and Aeisha Mastagni, co-chairs; Katy Hoffman, treasurer; and Thomas McIntyre, secretary.

Also on March 7, CII members approved revisions to CII’s recommended Corporate Governance Policies on shareowner meetings and poison pills.
The updated policy on shareowner meetings expresses a preference for in-person meetings but gives companies flexibility to choose the format that best reflects their shareowner base and current circumstances. The policy also encourages companies to disclose the circumstances under which virtual-only meetings would be held. It also recommends giving shareholders who are participating electronically rights and opportunities comparable to those participating in-person.

The revised policy on poison pills asks companies to hold a shareowner vote on a poison pill no later than a year after the pill’s adoption by the board. It also asks companies to refrain from adopting pills that contain certain provisions such as extremely low triggers. A poison pill is a defensive measure used by public companies to prevent or discourage hostile takeover attempts.


Click for PDF version. For media inquiries, please contact CII Editor Rosemary Lally.