One of the surprises out of this weekend’s SAG National Board meeting is the general lack of animosity from Membership First over the process for hiring an NED.
It looks like a group of MF board members opposed hiring David White but did not make a real battle of it as many expected. The obvious way to possibly succeed in that battle would have been to raise the process issue.
A board of directors like that of SAG owes its members a fiduciary obligation. The selection of a chief executive like SAG’s NED is one of the most important responsibilities of a board of directors.
To simply annoint someone without a search and consideration of competing candidates could have been the basis of an argument that SAG’s board was not meeting its fiduciary duty of care towards the members. The way for boards of directors to insulate themselves against a member/shareholder law suit over failure to meet the duty of care is to make sure you go through a very careful process when making major decisions. When it comes to selecting a CEO, interviewing and considering a range of possible candidates is the surest way to go.
But that process was not undertaken here and MF did not make a big point of fighting over it. In other words, that dog did not bark.
Why would Membership First have an interest in seeing White get the permanent job as NED? Why would, for that matter, the moderates tackle the hiring process in this way?
One possibility is that both sides share an interest in this particular outcome, the granting to White a two year deal. Since the new moderate majority is dead set on a merger with AFTRA and thinks it has the votes to succeed, it does not need a powerful new CEO with a new strategy for SAG. SAG will be gone in two years.
MF meanwhile possibly intends on acting on one of its longstanding dreams: the formation of a new independent union for Hollywood based actors, perhaps appropriating the famed SAG brand in doing so.
So both sides in the White hiring decision had a vested interest in not engaging in a battle royale and, instead, jointly acquiesced in the appointment of someone who is “good enough” for the interim period before the real battle begins.