Berkshire Hathaway’s board is old. Not all investors are happy about that
The board’s median age - meaning half of all directors are older, half are younger - after 99-year-old Charlie Munger’s death is about 67, making Berkshire one of the oldest in the S&P 500.
Warren Buffett lost his closest confidant when Charlie Munger died this week. But he has lost other advisers recently as well.
In the past two years, three other longtime Berkshire Hathaway BRK.B -0.04%decrease; red down pointing triangle directors died. All were in their 90s, and all had forged close ties to Buffett decades earlier. The board’s tenure and makeup have drawn scrutiny from some investors who say the group needs more changes.
Munger, Berkshire’s vice chairman, died Tuesday at age 99.
Walter Scott, a Berkshire director since 1988, died in September 2021 at age 90. Thomas S. Murphy, 96 years old, stepped down from the board in February 2022 and died in May of that year. A third director, David “Sandy” Gottesman, was also 96 when he died in September 2022.
Each had served on Berkshire’s board while Buffett transformed the once-failing textile company into one of America’s most valuable, and respected, corporations.
In recent years, though, Buffett’s commitment to shrink his Berkshire holdings over time had put more of the company’s shares in the hands of institutional investors. And those shareholders have been more willing to challenge Berkshire on a host of social and governance priorities, from the diversity of its staff to its disclosures on how its businesses affect climate change.
Last year, the $470 billion California Public Employees’ Retirement System threw its weight behind a shareholder proposal that would have disqualified Buffett, or anyone else, from serving as both Berkshire’s chairman and chief executive.
“They’ve made some strides in the direction the governance gurus want to see, but not as a genuflection,” said Lawrence Cunningham, an emeritus professor at George Washington University who has written extensively about Berkshire and Buffett. “They still stand by the idea that ‘we’re going to appoint directors who understand the unique aspects of this organization that might not be appreciated by the institutions that have a checklist.’ That’s a durable point of contention.”
Among investors’ issues has been the composition of Berkshire’s board. Before Munger’s death, Berkshire’s board members had an average age of 70 years old, with a mean tenure of 16 years, according to ISS, a proxy-advisory firm. In all, 73% of its directors were men. Those numbers were higher before the deaths of Scott and Gottesman, and Murphy’s resignation, but they remain a problem for some investors.
“There should be pressure on this board to lower the average age of board members and increase diversity,” said Cathy Seifert, an analyst at CFRA who rates Berkshire’s Class B shares a “buy.”
The board’s median age - meaning half of all directors are older, half are younger - after Munger’s death is about 67, making Berkshire one of the oldest in the S&P 500, but not the oldest, according to data compiled by Equilar, a compensation and corporate-governance data company.
About 42 other companies have an older median age than Berkshire Hathaway had, based on ages disclosed in corporate filings, typically with the annual proxy statement. The oldest: Teledyne Technologies, with a median age of 77, followed by database giant Oracle and Kinder Morgan, the natural-gas pipeline company, both at 76, Equilar data show.
Buffett is one of only three nonagenarian directors in the S&P 500, according to Equilar. The others are Milton Cooper of Kimco Realty and Frank Bennack Jr. of Ralph Lauren.
In recent years, Berkshire has appointed Ken Chenault, the retired CEO of American Express and one of the country’s most prominent Black executives, along with money managers Christopher Davis and Wally Weitz. Susan Buffett, Buffett’s daughter, and Murphy’s son, Tom Murphy Jr., have also joined the Berkshire board.
“It’s always been that way: more of a ‘friends and family’ board,” Cunningham said.
Cunningham said he believes Berkshire will continue to resist calls for more radical changes to its governance, even after Buffett is gone, given the way Buffett has opted to reduce his stake in the company. Buffett has been donating his shares to charitable foundations. But before he does, he has converted his Class A stock to Class B shares.
The plan is expected to increase the voting power of the remaining A shares, which tend to be held by many of Berkshire’s most loyal shareholders. Many of the new Class B shares could end up in the hands of newer investors, Cunningham said.
Longtime Berkshire investors will likely resist calls that those relative newcomers could make, like bringing big changes to the board, paying a stock dividend or selling certain businesses, Cunningham said.
While Munger’s death ended one of the longest-running partnerships in Wall Street history, it is unlikely to alter Berkshire’s plans for those who would succeed Buffett’s own roles as CEO, chairman and top investor.
Greg Abel, a vice chairman who runs all of Berkshire’s noninsurance operations, was tapped in 2019 to step in as Berkshire’s next CEO after Buffett. Buffett’s son, Berkshire director Howard Buffett, is expected to succeed his father as chairman. Berkshire hired Todd Combs and Ted Weschler more than a decade ago to eventually oversee the company’s entire investment portfolio.
“I don’t see Munger’s death as materially impacting the company’s shares or its corporate structure,” Seifert said. “The risk here is more on a personal level, when you have a 93-year-old chairman who just lost his primary counsel and sounding board, and what impact that has.”
The Wall Street Journal
