SAG’s NED Decision: The Dog That Did Not Bark

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.

6 Comments


  1. Although I like David White, personally, having working closely with him in the past, I think the board made a mistake by not going through the search process.

    ra


  2. If SAG merges with AFTRA, I merge with FiCore.


  3. Variety reported that several MF board members voted for White. In addition moderate supporters indicated the board meeting went smoothly. These reports suggest that MF did not make any serious effort to convince the board of the need for a genuine search. The reported vote totals seem to support this assessment as well.


  4. I was at the National Membership Meeting after the Board Plenary where it was announced to the Members that White was appointed. They were furious. There were questions that Amy Aquino did not allow to be asked about this specific thing from SAG Members of every type and affiliation politically. The entire Membership meeting that was supposed to have three hours alotted to Members asking questions at their ONE CHANCE to do so, was reduced to forty minutes of rushed questions that Aquino picked and chose, I presume to make sure that these questions about White specifically were avoided. There were endless presentations and congratulating on the dais, which seemed to us, the members, a deliberate effort to stop us from having any time to ask anything.

    And the reason that the Board voted White in was not because M1st wanted him, it was because M1st did not have enough votes in the room at the Plenary. I believe every one of them voted against his appointment.


  5. I can’t predict what White will do specifically. My point in this post was just to suggest that both sides had a reason to allow his appointment to go through. But it seems clear that the moderate alliance intends to move full steam ahead with merger talks. I gather that Aquino said as much over the weekend. Given the greater power of AFTRA (more contracts, their own seat on the AFL-CIO EC) since the AIMA days it would seem likely that the plan would be for something along those lines.


  6. David White plans to resurrect the prior work he did under Pisano in re consolidation, AIMA. Is that your prediction?

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