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Atlas Air has nominated two high-powered women to its board of directors, following shareholder inquiries about board diversity.
Its 10-strong board currently has just one woman director, significantly less than the Fortune 1000 average of 17%.
However, two “long-standing” directors will be retiring, and – assuming they are both men – nominated to replace them are Jane Lute, former deputy secretary of homeland security under the Obama administration, and Sheila Stamps, commissioner and audit committee chair on the board of the New York State Insurance Fund.
Thus, Atlas’s board will comprise 30% women, well above average, once they are appointed at the annual meeting of shareholders on May 23.
Since leaving the DHS in 2013, Ms Lute has focused on cyber security, and is a member of the Homeland Security Advisory Council and the World Economic Forum’s Global Agenda Council on Cyber Security. She is also part of the Atlantic Council’s Task Force on a Transatlantic Digital Agenda, a member of the board of the Center for Internet Security and of the George Washington University’s Center for Cyber and Homeland Security.
Ms Stamp has worked in finance, is a board member of CIT and has had executive positions with Boston Financial, Bank One Corporation and First Chicago Corporation.
Atlas Air said: “The naming of two new nominees to the 2018 board [gives it] a focus on gender diversity, cybersecurity, banking and financial skills as well as other skills.”
Atlas Air made the announcement in a letter to shareholders, which also notes that it has been listening to shareholder concerns, which include: “ Inquiries made about board diversity, in particular, gender diversity, the annual director evaluation process and use of an external advisor to conduct annual evaluation.
“Certain investors specifically asked about board succession planning, particular skills the board is seeking, the process of identifying director candidates and committee refreshment and rotation.”
The letter added: ”At board level, we continue to take shareholder viewpoints under careful consideration when reviewing and refining our programs, communications, and disclosures.”
Atlas Air said it was had also “adopted some very significant and impactful changes” to its executive pay programme, also in alignment with “specific shareholder feedback”.
It has, for example, amended the CEO’s long-term incentives to contain a strict “double-trigger” provision, added a relative total shareholder return element to all performance long-term incentive awards and increased CEO stock ownership guidelines from 5x to 6x base salary, “further aligning our CEO and shareholder interests”.