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Twitter Names Patrick Pichette as Independent Chairman

Scott Deveau and Kurt Wagner

(Bloomberg) -- Twitter Inc. named Patrick Pichette as chairman, replacing Omid Kordestani, who stepped down from the role on Monday.

Pichette, former chief financial officer of Google, is a partner at venture firm Inovia Capital and has served as Twitter’s lead independent director since December 2018. Kordestani will remain as a non-employee director, the company said Tuesday.

“Given the strength and depth of Twitter’s management team and board, we believe that now is the right time to evolve our governance structure in-line with best practices,” Pichette said in a statement. “We are pleased to demonstrate our commitment to good governance and be in the position to make this important change. We look forward to continuing to benefit from Omid’s expertise on the Board.”

Twitter’s corporate governance came under scrutiny earlier this year when activist investor Elliott Management Corp. took a stake in the company with plans to challenge Chief Executive Officer Jack Dorsey, and potentially replace him. Having an independent chairman was one of the first things Elliott raised with Twitter in their initial meetings as one of the ways the company could improve its governance, according to people familiar with the matter. Pichette will be the first independent chairman for the social-media company.

The hedge fund has also pushed Twitter to de-stagger its board, which would allow all directors to stand for re-election every year, said the people, who asked not to be identified because the matter is private. At Twitter’s annual meeting last week, just three of the company’s 11 directors were up for re-election, including Kordestani.

Elliott’s push for change at the company was largely focused on improving its leadership, including reviewing whether to replace Dorsey, who divides his time between running Twitter and leading mobile-payments business Square Inc., people familiar with the matter have said. The goal would be to improve operational efficiency and oversight so the company can execute better on its strategy after several stumbles late last year caused its share price to tumble, they said.

Twitter agreed to appoint three new directors to its board and create a committee to review its leadership, succession and governance. The committee is expected to deliver its recommendations by year-end. The company named Elliott’s head of U.S. activism, Jesse Cohn, and Egon Durban, co-chief executive officer of private equity firm Silver Lake, to the board at the time. Computer scientist Fei-Fei Li was appointed last month as the third independent director.

Last week, Twitter took action against U.S. President Donald Trump for the first time, fact-checking two of his tweets while adding a label to a third for violating rules around glorifying violence. Dorsey and the San Francisco-based company have been criticized for years for failing to do enough to block offensive and harassing posts -- by the president and other users. Trump has since issued an executive order meant to limit some of the protections Twitter and other social media companies receive under Section 230 of the Communications Decency Act.

(Update with details about Elliott’s involvement and plan to de-stagger board elections.)

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