Microsoft's board of directors continued to morph yesterday as it turned over two members, the latest move in the biggest shuffling of the board since the company went public nearly three decades ago.
The changes mean that four who were on the board when current CEO Satya Nadella was named to the post will have departed by year's end.
Dave Marquardt, 65, and Dina Dublon, 61, will not seek reelection when the shareholders meet in December, and will thus retire from the board, Microsoft said in a statement Tuesday.
Marquardt, a long-time venture capitalist, has been on the board since its founding in 1981, and helped take the company public in 1986. His company was the sole venture firm to invest in Microsoft, and at the time of Microsoft's IPO (initial public offering), Marquardt's August Capital owned 6.2% of Microsoft's stock.
Dublon joined the board in 2005.
Replacing them, effective Oct. 1, will be Teri List-Stoll, 51, CFO of Kraft Foods Group, and Charles Scharf, 49, CEO of credit card company Visa.
"These additions help strengthen our ability to serve our shareholders and work with Satya and the company's senior leadership team on Microsoft's ongoing transformation," John Thompson, chairman of the board, said in a statement.
The departures of Marquardt and Dublon mean that Microsoft has lost four board members since March, when Stephen Luczo, CEO of drive maker Seagate, stepped down. Former CEO Steve Ballmer resigned last month after closing the purchase of the Los Angeles Clippers professional basketball team.
Of the 10 who will presumably make up the board at the end of 2014, half will be new to their positions this year. That includes Nadella, G. Mason Morfit, John Stanton, List-Stoll and Scharf.
Morfit was added to the board as part of a deal Microsoft struck with ValueAct Capital, an activist investment firm that lobbied for the ouster of Ballmer. Stanton, a veteran executive in the wireless industry, was added to the board in July.
Other changes this year have included the downgrade of co-founder Bill Gates' role. On the same day Nadella was named CEO, Gates stepped down from his chairman's spot.
The board's turnover was forecast by at least one expert. In February, after Nadella's appointment to the top office, Randy Ottinger, an executive vice president with Kotter International, a Cambridge, Mass. consultancy that specializes in leadership change and setting corporate strategy, outlined Nadella's 100-day plan.
"First, what is the big opportunity in the market? Where is Microsoft going to play? What are you going to bet on and what are you going to cut?" Ottinger asked at the time. "Two, the leadership team, who is on it? Three, the board. Who is adding value? Are they aligned with the vision we're going for now? (emphasis added).
"I'd expect the board would change," Ottinger added then.
When Nadella assumed the CEO spot on Feb. 2, half of the 10 board members had served for 10 years or more, while their average age -- discounting Nadella -- was 61. With the appointment of List-Stoll and Scharf, the average age will fall to 57.
At the end of 2014, only three of the 10 board members -- Gates, Charles Noski and Helmut Panke -- will have been on the board longer than a decade.
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