How do investors learn about de facto board non-independence when formal majority independence is close to universal? I develop a signaling model in which the first overt non-independent appointment is a last-resort action that reveals depleted concealment options, and in which a proxy-advisor classification layer surfaces conflicts that firm disclosure leaves inside the independent block. In S&P 1500 firms after Sarbanes-Oxley, the first move from zero gray directors to a positive number is associated with a 4% decline in Tobin's Q; additional gray appointments have no incremental effect. CEO-linked aged ties among nominally independent directors predict future first-gray transitions, with content concentrated in low-salience private-firm and partnership ties. In sudden deaths of independent directors, the stock-price reaction is about one percentage point less negative on gray boards, with within-director comparisons in a smaller subset of boards pointing in the same direction. The first-gray effect is larger in poorer information environments, and gray boards are associated with weaker CEO equity incentives and lower CEO turnover-performance sensitivity.