Comptroller Stringer and Institutional Investors to McDonald’s: Hold Corporate Executives Accountable for Misconduct with Robust Clawback Policies

Former McDonald’s CEO Steven Easterbrook Terminated for Inappropriate Relationship with Subordinate, Yet Allowed to Collect More Than $41 Million in Severance

  New York City Comptroller Scott M. Stringer and other institutional investors called on the McDonald’s Corporation Board of Directors to implement robust clawback provisions in light of the termination of former McDonald’s CEO Steven Easterbrook after express and unambiguous violations of McDonald’s Standards of Business Conduct. Comptroller Stringer decried the Board’s decision to provide Mr. Easterbrook with substantial post-employment benefits as “tone deaf at the top,” particularly considering the company’s painfully slow and still inadequate response to widespread sexual harassment in McDonald’s restaurants.

On November 3, 2019, Mr. Easterbrook was separated from the McDonald’s Corporation after engaging in a inappropriate relationship with a subordinate employee. The Board determined that Mr. Easterbrook’s conduct violated McDonald’s policies; however, Mr. Easterbrook’s termination was characterized as “without cause,” which allowed him to retain approximately $41.8 million in severance pay as well as equity grants.

“McDonald’s decision to insulate a powerful man from the consequences of his actions threatens to undermine the fledgling steps the company has taken to address its pervasive sexual harassment problem,” said New York City Comptroller Scott Stringer. “The board needs to remedy this situation by demonstrating that, going forward, it will set a strong tone at the top and take its responsibility for overseeing the Company’s sexual harassment prevention efforts far more seriously.”

In a letter to the Board of Directors, Comptroller Stringer, CtW Investment Group and the Local Authority Pension Fund Forum called on the McDonald’s Corporation to restore investor confidence in its judgment and the Company’s reputation by immediately taking the following steps:

• Modify McDonald’s clawback policy to empower the Board to apply it in cases where an executive’s actions violate the Company’s Standards of Business Conduct, or when those actions damage the Company’s reputation.
• Require shareholder approval for any future exemption from the general policy requiring forfeiture of unvested equity grants at termination of employment.
• Adopt the enhancements to the Company’s approach to preventing sexual harassment as described in the letter.

Cllr Doug McMurdo, chair of Local Authority Pension Fund Forum (LAPFF) said: “In order to ensure investor confidence is preserved, it is important for management decisionmaking to dependably align with company policy. McDonald’s decision to allow the departing CEO to retain equity grants appears to be inconsistent with company policy and as such is poorly judged. The company should act to remove ambiguity from the relevant contract provisions to ensure directors are not rewarded for breaching rules or company policies in future.”

Dieter Waizenegger, Executive Director of the CtW Investment Group, said: “Negotiating a separation with a CEO is an extraordinary test for any board, but McDonald’s directors have failed to send the right signals that the company will hold its executives accountable. The Board is in serious need of the right tools to assure shareholders that it’s able to provide adequate oversight over management throughout its restaurant system. A shareholder vote on severance pay, a stronger clawback policy and good reporting on the board’s oversight of human capital are critical first steps to win back investor confidence.”

In 2013, the Comptroller’s office successfully negotiated an expanded clawback policy at Wells Fargo. Three years later, following a letter from Comptroller Stringer, the board of directors used the expanded clawback policy to recoup $60 million from the company’s CEO and another executive in the aftermath of the Wells Fargo fake account scandal. Since 2014, the Comptroller’s office has filed 18 clawback-related proposals, which were enacted by 11 companies.

The Local Authority Pension Fund Forum (LAPFF), founded in 1991, is a voluntary association of 82 public sector pension funds and six pools based in the UK with combined assets of approximately $320 billion. It exists to promote the long-term investment interests of local authority pension funds, and to maximize their influence as shareholders to promote corporate responsibility and high standards of corporate governance amongst the companies in which they invest.

The CtW Investment Group works with union-sponsored pension funds to enhance long-term stockholder value through active ownership. These funds have over $250 billion in assets under management and are substantial McDonald’s shareholders.

Bronx Youth Empowerment Program Visits Seniors at Workman's Circle

  With Councilman Andy King members of the Bronx Youth Empowerment Program visited seniors at the Workman's Circle Multi Care center in the 12th Council District as part of their Generations program.

 The youth ranging from elementary and middle school, sang holiday songs and engage in personal time with the residents at the facility.  The goal of the program is to teach Bronx YEP members the importance of be compassion, kindness, love and acceptance to others; especially our Bronx Seniors.

Above and below - members of Bronx YELP help seniors at lunch time.

Bronx Community Board 10 Chair J. Russo Has Given the Public the Wrong Information About Complaints Against CB 10 Member Bob Bieder, the District Manager, and Himself

At the April 23, 2019 Community Board 10 Health Committee meeting when I tried to speak on an item of old business, CB 10 member Bob Bieder got up and said "you can't talk" I said this is where the public can speak. CB 10 member Bieder came back with "this meeting is just like a City Council meeting and you can't talk there." I replied that I was a community board member for six years, Vice-Chair of two committees, then Chair of a committee, as well as being on the By-Law Committee when my board did major revisions to its By-Laws. CB 10 member Bieder then called out for the CB 10 District Manager to silence me. However the chair of the committee said that she wanted to hear what I had to say, and I spoke.

I then lodged a complaint in writing to the Bronx Borough President's office the next day, and received conformation on May 2, 2019 due to the fact that Mr. Tom Lucania was on vacation. In the letter included was the fact that I had noticed certain other procedures CB 10 was doing which I felt to be improper. 

At the May CB 10 full board meeting then CB 10 Chair P. Sullivan said that the board would be going into Executive Session to discuss a disciplinary matter about one board member, and asked if I wanted the board to discuss my complaint. CB 10 Chair Sullivan said that I could not come into the Executive Session, and told me that CB 10 was doing a revision of its By-Laws to strengthen its disciplinary code, and suggested I wait until that was done by CB 10.  

The following transpired - Jun 10, 2019, 3:46 PM 

CB 10 Chair to the Borough President's office  

Mr. Robert Press is upset that we canceled our Executive Board meeting, where we were to hear his complaint against Bob Bieder. I assured him that his complaint would be heard before the end of the month, if it is not heard at the next full board meeting. Here is the sticky part, Mr. Press does not believe or want his complaint to be heard in Executive Session, he wants it out in the open. Our by-laws state that complaints or grievances are to be heard in Executive Session, please advise.

Regards, Chairperson, Peter Sullivan

Jun 10, 2019, 4:21 PM my reply

to Peter, tlucania@bronxbp.nyc.gov, Matthew

Re our conversation: I said to Mr. Sullivan the only part of CB 10's by-laws available is the one page concerning conduct at meetings. There are no other parts of CB 10's by-laws available to the public. 

As I stated to Mr. Sullivan because I am not a CB 10 board member or employee I therefore can not go into a CB 10 Executive session. 

In fact at the previous full board meeting Mr. Sullivan asked me if I wanted the complaint heard in the Executive session the board was going into. I said I would like to be heard, and Mr. Sullivan replied that I could not be heard in executive session since I was not a member of CB 10. 

I trust Mr. Sullivan's judgement, but I am now going public with this complaint against CB 10 member Bob Bieder since I have been given no other recourse. Knowing community board rules I specifically did not mention board member Bieder by name when I spoke in the gallery session of the May board meeting. 

Thank you, Robert Press

Jun 10, 2019, 5:04 PM

CB 10 Chair to the Borough President's office

Maybe there was some confusion at the last board meeting, the agenda that night stated “removal of an officer” for the Executive Session, nothing else was listed. As I told Mr. Press it should go in front of the Executive Board to substantiate, before it comes to the full board. Now since the Executive Board has been postpone, which might not be rescheduled till after the next full board meeting. I feel to ask Mr. Press till wait until September’s Full Board Meeting or call for a special meeting, would be unfair to everyone at this point. So all I really need to know is, per our by-laws, it stated complaints or grievances to be heard in Executive Session; So would Mr. Press be allow into our Executive Session or does this complaint need to be done in an open forum? Mr. Press has stated that he would prefer this matter to be addressed in open forum.  Need to know to put it on the agenda by Friday.
Sorry for any confusion on my behalf.
Regards, Chairperson, Peter Sullivan

Other correspondence between myself, the Bronx Borough President's office, and then CB 10 Chair P. Sullivan included - 
The section of the Open Meeting Law stating that anyone could be invited into an Executive Session, my request of hearing the matter of what Mr. Bieder did in public to be heard in public, my speaking to other community members who said that Mr. Bieder had done the same thing to them, my willingness to go public with the information I had (as I do now), my mention of observing certain patterns by CB 10 that through my community board experience I felt were improper, and Mr. Lucania writing that he would be setting up an appointment at the Borough President's office. 

I would later be given information about the upcoming June election where one of the four candidates would be dropping out of the race for Chair of CB 10 to allow one of the other candidates to win. I said this at the June CB 10 meeting before the election took place. One candidate did drop out, and the winner won with a clear majority avoiding a run off election.

On June 25th I was asked by Bronx Borough President Ruben Diaz Jr.'s Community Board Lesion Tom Lucania to come into the Borough President's office on July 9, 2019, and if I was coming as a reporter or Bronx resident. I replied to Mr. Lucania of the Borough President's office I would be there at ten A.M., and the second part of his question had no relevance. I thought I was going to meet with only Mr. Lucania to discuss the actions of CB 10 member Bob Bieder. When I arrived not only was Mr. Lucania seated but the Communication Director, and Counsel for Bronx Borough President Ruben Diaz Jr. To my surprise the three people from the Bronx Borough President's office did not want to discuss the incompetence of of CB 10 member Bob Bieder, but only what I had found out about CB 10. I said I came in only to discuss CB 10 member Bob Bieder, and that I was not there to discus what I had found out about CB 10. I was told by Mr. Lucania my complaint against CB 10 member Bider would be kicked back to CB 10 at its September 2019 Executive Board meeting.

The September 2019 CB 10 Executive Board meeting came and went without my complaint on the agenda or even mentioned. At the September 26, 2019 full CB 10 meeting I requested speaking time to ask why my complaint about Mr. Bieder was not heard. Before I could finish a sentence the new Chair of CB 10 Mr. J. Russo cut me off before I could ask about why my complaint about Mr, Bieder was not heard. I filed a complaint with Bronx Borough President Ruben Diaz's office about what CB 10 Russo had done. The October 2019 CB 10 Executive Board meeting came and went without my complaint on the agenda or being heard. On November 6, 2019 I wrote to Mr. Lucania as to why my complaint was not heard when he told me the matter would be heard at the September CB 10 Executive Board meeting, 

Below is copied  from the CB 10 November Executive Committee and full board meetings of November which is false. The matters were never heard by Community Board 10 or the Bronx Borough President's office.

EXECUTIVE BOARD November 18, 2019

The minutes of the November  Community Board 10 Executive Board meeting state the following  at the beginning of the fourth paragraph.- Russo also provided the committee with updates from the Borough President’s Office: 1) The complaints lodged by Bob Press have been resolved and are currently closed;

The minutes of the November 21, 2019 CB 10 full board meeting state the following under - 

EXECUTIVE BOARD: Mr. Russo

The Committee met on November 18, 2019. The minutes are self-explanatory. Mr. Russo communicated to membership that complaints against the Board were closed by the Borough President’s office. Mr. Russo remined members of the importance of parliamentary procedure. Ms.Chambers addressed the membership on conflict of interest training and discussed when it is important to recuse one’s self from voting on a matter that could be beneficial to board member.

On November 18, 2019 I went into the Community Board 10 office requesting to see certain materials which should be in the Community Board office for viewing. At no time did I say I worked for or represented the Bronx Borough President's office. I stated the reason was to finish a report as the Bronx Borough President Consul had requested. I was denied my request and filed the following Freedom of Information Request later in the afternoon.

To Mr. J. Russo Chair of Community Board 10, 

I Robert Press hereby request by the Freedom of Information Law to view the following information which should be on file in the CB 10 office. 

1 - The liquor license applications submitted to Community Board 10 for the years 2018 and 2019. 

2 - Any and all stipulations that may have been placed on any and all applicants for a liquor license by Community Board 10, which should be in the minutes of the committee to hear liquor licenses.

3 - The Community Board 10 member who requested any stipulation, which should be in the minutes of each meeting of the committee to hear liquor licenses. 

4 - The Community Board 10 member who seconded any stipulation, which should be in the minutes of each meeting of the committee to hear liquor licenses.

5 - The vote of each member of the committee to hear liquor licenses, which should be in the minutes of the committee to hear liquor licenses.

6 - The "Best Practice Rules" of CB 10 that may be referred to in any statement regarding a liquor license in CB 10.

7 - To view any and all of the e-mails of any member of CB 10, the District Manager or any staff member of Community Board 10 regarding any liquor license in the time frame listed above in this FOIL. 

CB 10 acknowledged my FOIL with an answer We have received your request for records pursuant to the Freedom of Information Law dated November 18, 2019.

This agency has determined that it is unable to respond to your request at this time. Accordingly, on or before December 18, 2019, we will grant and/or deny access in whole or in part.

Sincerely, Matthew Cruz, District Manager

Since one of the duties of the district manager's job is to see that the minutes of all meetings are recorded and posted, I have requested that the Borough President's office fulfill  this foil request. As has been requested and complied from other community boards the e-mails of board members are subject to the Freedom of Information Law.

To be continued, because the public should be respected at community board meetings.

News From NYS Office of the Comptroller Thomas Dinapoli

INVESTORS REACH SETTLEMENT WITH WYNN RESORTS

Steve Wynn, Wynn Resorts' Officers and Directors to Pay $41 Million in Damages: Company to Adopt Significant Governance Reforms

Investors who filed suit against the officers and directors of Wynn Resorts Ltd. claiming they failed to protect the company and employees from former CEO Steve Wynn’s alleged abusive behavior have reached a settlement agreement, New York State Comptroller Thomas P. DiNapoli announced today.

“We filed our lawsuit in response to serious and repeated allegations of sexual misconduct by Steve Wynn and the prior board’s alleged failure to stop it,” DiNapoli said. “We are gratified that the reforms in this agreement and those undertaken following the initiation of our lawsuit will protect Wynn Resorts’ employees and shareholders against future harm.”

“This agreement institutes a number of landmark reforms to improve governance and accountability at Wynn Resorts,” said New York City Comptroller Scott M. Stringer. “Steve Wynn is alleged to have created an unacceptable culture of sexual misconduct and harassment and the prior board’s alleged passivity perpetuated it. There must be zero tolerance for this kind of behavior, and this agreement is a major step forward in protecting employees and shareholders from future harm.”

Comptroller DiNapoli and the New York City Retirement Systems and Pension Funds, as co-lead plaintiffs, through their counsel at Cohen Milstein Sellers & Toll PLLC, filed a derivative lawsuit, a legal action taken on behalf of a company when it is believed its officers or directors failed to comply with their fiduciary obligations to the company. The lawsuit claimed the Wynn Resorts’ prior board and certain officers knew about Mr. Wynn’s alleged sexual abuse and harassment of employees but made no effort to stop it. The lawsuit sought monetary damages and improved governance measures aimed at protecting the corporation, its employees and shareholders from future harm.

Pending court approval, the settlement requires Mr. Wynn to personally pay $20 million to the company. Another $21 million will be paid to the company by insurance carriers on behalf of former and certain current Wynn Resorts’ employees, officers and directors.  As part of the settlement, liability has not been admitted.

The corporate governance reforms Wynn Resorts Ltd. will adopt include:

• Independent Board Chair: Amend the bylaws to separate the role of board chair and CEO, with the additional requirement that the board chair be independent.
• Majority Vote Requirement: Amend the bylaws to require all directors seeking election to the board receive majority vote support except in the instance of a proxy contest.
• Commitment to Diversity: The board will publicly announce its intention to achieve 50 percent diversity on its board of directors and choose from a diverse pool of board candidates.
• Succession Plan: The board will provide an enhanced succession plan for executive officers and board directors.
• 10b5-1 Plan: The board will require directors who want to sell Wynn Resorts stock to do so through a 10b5-1 plan. The 10b5-1 plan requirement would also apply to any executive with more than $15 million in company stock.

The value of the reforms attributed to the lawsuit is estimated at $49 million, bringing the total settlement value to $90 million.

Additionally, in part because of the derivative litigation, Wynn Resorts enacted a number of policy changes that significantly strengthen employees’ rights to a workplace free from mistreatment or abuse, including among others, a substantial revision and update to the company’s:

• Corporate Prevention of Harassment Policy;
• Personal Relationships and Potential Conflicts of Interest Policy;
• Spa and Salon Policy; and
• Code of Personal Conduct.

Other significant improvements include:

• Improvements to the company’s sexual harassment and diversity training for all employees;
• Enhancement of the ability of Wynn employees to report complaints, including the establishment of a third-party hotline; and
• The prohibition of employer-forced arbitration clauses and non-disclosures agreements.

As of Oct. 31, 2019, New York State Common Retirement Fund held shares in Wynn Resorts with an estimated value of $22.6 million. The New York City Pension Funds held shares in Wynn Resorts with an estimated value of $22.3 million.

About the New York State Common Retirement Fund  The New York State Common Retirement Fund is the third largest public pension fund in the United States with an audited value of $210.5 billion as of March 31, 2019. The Fund holds and invests the assets of the New York State and Local Retirement System on behalf of more than one million state and local government employees and retirees and their beneficiaries. The Fund has consistently been ranked as one of the best managed and best funded plans in the nation. The Fund's fiscal year ends March 31.

Bronx Jewish Center Community Dinner

BRONX JEWISH CENTER  Hosts Community Dinner  

Please join us for our next community Shabbat dinner on Friday December 6th starting  at 7:00 pm  at  the Bronx Jewish Center . The B J C will be going orange..  The special theme for that evening will be Autumn Orange.!   All of your traditional  style  dishes will take center stage!  We look forward to seeing you! Enjoy a delicious 4 course dinner with your fellow neighbors.Turn your Friday night Shabbat into an evening of spiritual awakening, inspiration,Jewish songs and culinary delight.All are welcome .

  Please RSVP@718-812-1701 to let us know you are coming .Shabbat dinners are held the first Friday of every month.    

When:    Friday  December  6th.

Where: 1969 Haight Avenue Bx NY 10461

Cost:   Free of charge and all are welcome to join!

Website:www.BronxJewishCenter. org

Contact: office@bronxjewishcenter.org 

Telephone:  #718-812-1701

Wave Hill events December 12‒December 19

Thu, December 12

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Perkins Visitor Center, 10AM–4:30PM

Fri, December 13

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Perkins Visitor Center, 10AM–4:30PM

Sat, December 14

Family Art Project: Self-Portraits: Follow My Tracks

Look to the internal navigational systems of swifts and pigeons. Look to the bees, who use remembered landmarks to find their way, and to the sea turtle, who uses the sun for way-finding. And the wood mouse, who forages twigs and leaves to create landmarks for exploration. Then think about the tracks animals leave behind. Using natural and food materials, create your own self-portrait from the tracks that you leave behind, remembering all the places you’ve been and the memories you hold. Free, and admission to the grounds is free until noon. 

Wave Hill House, 10AM–1PM

Sat, December 14

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Perkins Visitor Center, 10AM–4:30PM

Sun, December 15

Family Art Project: Self-Portraits: Follow My Tracks

Look to the internal navigational systems of swifts and pigeons. Look to the bees, who use remembered landmarks to find their way, and to the sea turtle, who uses the sun for way-finding. And the wood mouse, who forages twigs and leaves to create landmarks for exploration. Then think about the tracks animals leave behind. Using natural and food materials, create your own self-portrait from the tracks that you leave behind, remembering all the places you’ve been and the memories you hold. Free with admission to the grounds. 

Wave Hill House, 10AM–1PM

Sun, December 15

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Perkins Visitor Center, 10AM–4:30PM

Sun, December 15

Concert: Jason Prover’s Sneak Thievery Orchestra

Known mostly for his work in traditional and mainstream jazz, Jason Prover has established himself as one of the most versatile and multifaceted trumpet players in New York City. Specializing in the music of the 1920's and 1930's, the Sneak Thievery Orchestra is a living embodiment of the old and the new. Innovative soloists with the utmost respect for the past offer fresh ideas within the tradition of early jazz. Concerts begin at 2PM and last approximately one hour with no intermission. Ticket prices (including admission to the grounds): Adults: $30 at the door/$14 at the door for children ages 8-18. Purchase your tickets in advance and save $2 per ticket. Wave Hill Members save 10%. Order tickets online at wavehill.org or onsite at the Perkins Visitor Center. Learn more at wavehill.org.

Wave Hill House, 2PM

Sun, December 15

Garden and Conservatory Highlights Walk

Join a Wave Hill Garden Guide for a public tour of seasonal garden highlights. Free with admission to the grounds.

Meet at Perkins Visitor Center, 2PM

Mon, December 16

Wave Hill is closed.

Tue, December 17

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Wed, December 18

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

Perkins Visitor Center, 10AM–4:30PM

Thu, December 19

Wave Hill Members Sale in The Shop

Find naturally appealing gifts for everyone on your shopping list this holiday season, from the handsome new book about Wave Hill, Nature into Art: The Gardens of Wave Hill, to jewelry and accessories for the women--and men--in your life, children’s books and toys.

                         

A 28-acre public garden and cultural center overlooking the Hudson River  and Palisades, Wave Hill’s mission is to celebrate the artistry and legacy of its gardens and landscape, to preserve its magnificent views, and to explore human connections to the natural world through programs in horticulture, education and the arts.

HOURS – Open all year, Tuesday through Sunday and many major holidays: 9AM–4:30PM, November 1–March 14. Closes 5:30PM, starting March 15.

ADMISSION – $10 adults, $6 students and seniors 65+, $4 children 6–18. Free Saturday and Tuesday mornings until noon. Free to Wave Hill Members and children under 6.

PROGRAM FEES – Programs are free with admission to the grounds unless otherwise noted.

Visitors to Wave Hill can take advantage of Metro-North’s one-day getaway offer. Purchase a discount round-trip rail far and discount admission to the gardens. More at http://mta.info/mnr/html/getaways/outbound_wavehill.htm

  

DIRECTIONS – Getting here is easy! Located only 30 minutes from midtown Manhattan, Wave Hill’s free shuttle van transports you to and from our front gate and Metro-North’s Riverdale station, as well as the W. 242nd Street stop on the #1 subway line. Free offsite parking is available nearby with continuous, complimentary shuttle service to and from the offsite lot and our front gate. Complete directions and shuttle bus schedule at www.wavehill.org/visit/.

Information at 718.549.3200. On the web at www.wavehill.org.

News From Assemblywoman Nathalia Fernandez

Always make sure to donate blood! Assemblywoman Fernandez is pictured donating blood at the 49th Precinct. The American Red Cross is always in need of donations to better serve those in need. Go to https://www.redcross.org/give-blood.html learn more!

DISTRICT OFFICE

2018 Williamsbridge Road Bronx, NY 10461
718-409-0109    Fax: 718-409-0431