Speakers
BOARDROOM SUMMIT
SPEAKERS
Phillip Austin
National Managing Partner Assurance
BDO
EXPERIENCE Phillip has over 27 years of public accounting experience, including client-facing service delivery; public policy, strategy and regulation; and audit quality and professional practice oversight. For a significant portion of his career he has served in a client service partner role, providing audit and other attest services to a diverse mix of privately and publicly held clients. His experience includes auditing, ICFR attestation, IFRS and US GAAP technical accounting advisory. He has substantial experience in establishing strategy and instituting transformation programs that change the way audits are delivered, and improving the audit experience for clients and professionals executing audits. Phillip serves as BDO’s National Managing Partner of Auditing. In this role, he oversees how we perform our public and private company audit and attestation services, including the technical support functions for the Nonprofit, EBP and SOC practice groups. Phillip focuses, among other things, on refreshing BDO’s audit strategy, leading transformation of our approach to audit execution, enhancing our approach to audit methodology consultations with the practice, further developing the reach and depth of our global and IFRS services, and leading the National Audit team. Phillip chairs BDO’s Assurance Committee, which sets Firm policy governing the delivery of audit and attestation services. He participates in developing and implementing the Firm’s plan for improving audit quality and contributes to the Firm’s annual Audit Quality Report. PROFESSIONAL AFFILIATIONS American Institute of Certified Public Accountants Illinois Association of Certified Public Accountants South African Institute of Chartered Accountants EDUCATION Honors and Bachelor Degrees in Accounting Science, University of South Africa
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 1: The Future of Financial Reporting: Looking Beyond the Numbers
Audit committees have a responsibility to provide decision-useful financial reporting to investors. Emerging technologies are changing auditing processes, and regulators and investors are seeking more insight on non-GAAP financial measures and intangible indicators not included in historical financial statements. We’ll explore how audit committees should be rethinking their auditing and financial reporting processes in response to these new trends and changing expectations.
Elizabeth Bieber
Counsel and Head of Shareholder Engagement & Activism Defense
Freshfields
Elizabeth Bieber is Head of Shareholder Engagement & Activism Defense at Freshfields in New York. Ms. Bieber advises boards and management on governance, shareholder activism and takeover defense preparedness, and crisis management. She provides guidance on ESG issues; sustainability trends, disclosure and reporting; stakeholder engagement; proxy season trends; succession planning; and board composition and director independence. A recognized thought leader on these matters, Ms. Bieber was recently interviewed by CNBC television on global activism developments and authored a MarketWatch opinion piece on the future of shareholder engagement after proposed regulatory changes. She holds a J.D. from New York University School of Law and a B.A. from New York University.
Fri Nov 20, 1:40 PM – 2:30 PM ET
Activism’s New Paradigm: Shareholder Engagement in 2021 and Beyond
Activists have launched campaigns against companies of all sizes, institutional investors are more willing to cooperate with activists and historic takeover defenses have declined in effectiveness. Based on a Corporate Board Member survey this summer, directors expect an uptick in hostile takeovers and shareholder activism activity. This session will explore how boards should be thinking about this new shareholder engagement and activist landscape.
Barbara Berlin
Managing Director
PwC’s Governance Insights Center
Barbara Berlin is a managing director in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams and investors by helping them navigate the evolving governance landscape. With more than 20 years of experience at PwC, Barbara brings extensive knowledge in governance matters including cybersecurity and emerging technologies to organizations. She is a well-known speaker on a variety of governance topics. Barbara has authored and contributed to many PwC governance publications, including the Risk Oversight Series, Technology Series for board members, and Overseeing cyber risk. She has earned the CERT Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University. Barbara is a Certified Public Accountant (licensed in New York and New Jersey) and is a graduate of the State University of New York at Geneseo with a B.S. in Accounting. She lives in New York with her husband and three children.
Fri Nov 20, 11:40 AM – 12:40 PM ET
Committee Workshop 1: Audit
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
Board Member
Fresh Del Monte Produce Company
Adjunct Professor, University of California, San Diego
Michael has served as a member of more than 30 public and private boards in the U.S., Canada, England, Brazil, Spain and Germany and has served as CEO of two publicly traded companies during his career – Pro-Dex Inc. and TransTechnology Corporation. He is currently a board member at Fresh Del Monte Produce Company, where he serves on the audit and compensation committees. Michael is the founder of Corporate Governance Advisors and is an adjunct professor at the University of California San Diego Rady School of Management where he teaches a graduate level course on corporate governance.
Wed Nov 18, 12:00 PM – 3:00 PM ET
New Director Workshop
The New Director Workshop will help novice directors quickly acclimate to the boardroom. Designed for public company directors with less than two years public company board services, the workshop will be led by corporate governance veterans, Michael Berthelot and TK Kerstetter. This will be an interactive, deep dive to orient yourself on best practices and strategies to support your personal growth and value as a directors.
Board Member, CVS Health, Verizon Communications and Massachusetts Mutual Life Insurance Company;
Former Chairman and CEO, Aetna
Mark T. Bertolini is a national health care thought leader and the former Chairman and CEO of Aetna Inc. Mr. Bertolini assumed the role of CEO on November 29, 2010, and of Chairman on April 8, 2011. He stepped down as Chairman and CEO and became a Director of CVS Health Corporation on November 29, 2018, upon completion of CVS Health’s acquisition of Aetna valued at $69 billion. Throughout Mr. Bertolini’s tenure at Aetna, he led the company’s transition from a traditional health insurance company to a consumer-oriented health care company focused on delivering holistic, integrated care in local communities. Before joining Aetna, Mr. Bertolini held executive positions at Cigna, NYLCare Health Plans, and SelectCare, Inc., where he was President and Chief Executive Officer. Mr. Bertolini serves as a director of Verizon Communications Inc. (communications and technology solutions), Massachusetts Mutual Life Insurance Company (insurance and investment products), Thrive Global (sustainable, science-based solutions to enhance well-being, performance and purpose), and the FIDELCO Guide Dog Foundation (non-profit organization that breeds, trains and places German Shepherd guide dogs with people who have visual disabilities).
Thu Nov 19, 2:30 PM – 3:20 PM EST
Breakout 2: From Good to Great: Improving Your Board Assessment to Create a Higher-Performing Board
It seems so straightforward, yet many boards fall short in their efforts to conduct an effective board evaluation. Done properly, a board assessment is not a report card for the board as a whole or for individual directors. Instead, it should be viewed as a tool for continuous improvement and learning. This working session will take directors through five key principles of an effective board evaluation process.
Jody Bilney is a senior business leader with experience across a wide array of industries. She has designed and launched new businesses, brands and products. Revived and accelerated growth in mature businesses, helped turn-around great American brands and prepared others for a consumer-led marketplace.
Ms. Bilney served as Chief Consumer Officer of Humana, Inc., a health insurance provider specializing in care delivery and health plan administration. She served as Executive Vice President and Chief Brand Officer for Bloomin’ Brands, Inc., a Tampa-based upscale-casual restaurant company with Outback Steakhouse as its flagship chain. Prior to joining Bloomin’ Brands, she held senior executive positions with Openwave Systems, Inc., Charles Schwab & Co., Inc., and Verizon Communications, Inc. Ms. Bilney’s expertise includes business strategy, marketing and brand building, business development. Ms. Bilney has led brand-transformations at various stops throughout her career. Ms. Bilney currently serves as a Director of Masonite International Corporation (NASD: DOOR) where she chairs the Nominating and Governance Committee; Confluent Health, an outpatient physical and occupational therapy services company sponsored by PE firm Partners Group where she serves as chair of the Compensation Committee; and United Planet Fitness, the largest franchisee of Planet Fitness sponsored by PE firm American Securities.
Joseph Bower
Board Member
Anika Therapeutics, Loews Corp. and New America High Income Fund
Joe Bower has been a leader in general management at Harvard Business School for 57 years. He also served on the faculty of the Harvard Kennedy School during its first decade. He has served in many administrative roles including Senior Associate Dean. An expert on corporate strategy, organization, and leadership, he has devoted much of his teaching and research to challenges confronting corporate leaders in today’s rapidly changing hyper-competitive conditions. Professor Bower has consulted widely on problems of succession, strategy and organization with companies in the USA and abroad.
Professor Bower has been active in the development of institutions and programs. Between 1968 and 1973, he helped establish the International Institute for Applied Systems Analysis in Vienna, Austria. In 1978, he founded the Program for Senior Managers in Government as a joint program of Harvard Business School and the School of Government. And in 1995, he founded the General Manager Program at Harvard Business School. He was deeply involved in the efforts to build the new joint MBA-MPP degree program offered by the Business School and the Kennedy School of Government.
Presently, he is co-leading a project on The Future of Market Capitalism. The first result of the project was a book co-authored with Dutch Leonard and Lynn Paine titled, Capitalism at Risk: Rethinking the Role of Business published in October 2011 by Harvard Business Press. Based on three years of work and interviews around the world, the book draws on discussions with business leaders to identify ten potential disruptors of the global market system. Presenting examples of companies already making a difference, the authors explain how business must serve both as innovator and activist–developing corporate strategies that effect change at the community, national, and international levels. A new expanded addition will be out in the fall.
Professor Bower is the author or co-author of many articles, some 200 case studies and videos, and more than a dozen books including The CEO Within: Why Inside-Outsiders Are The Key To Succession Planning published in November 2007 by HBS Press and a Financial Times top 10 for that year; and his book, From Resource Allocation to Strategy (with C. Gilbert) was published in 2005 by Oxford University Press, and won the Best Book award in 2006 from Strategy + Management. The 2017 HBR article, “The Error at the Heart of Corporate Leadership: Most CEOs and Boards Think Their Main Duty is to Maximize Shareholder Value. It’s Not” was widely read.
Professor Bower is a Director of Anika Therapeutics, Inc., Loews Corporation, and New America High Income Fund. He is a life trustee of the New England Conservatory of Music and has served on many other company and non-profit boards. At Harvard he has been on the Board of the Nieman Foundation for Journalism for more than 40 years.
Professor Bower is a graduate of Harvard University AB ’59 magna cum laude, MBA ’61 a Baker Scholar with high distinction, DBA ’63. He was awarded an honorary doctorate of music from New England Conservatory.
Thu Nov 19, 11:55 AM – 12:45 PM ET
Breakout 2: Putting the “Qualitative” into Your Incentive Plan
Investors are measuring performance beyond just bottom-line financial yardsticks. Learn how compensation committees are incorporating non- financial and intangible metrics into their incentive plans. This session will help you evaluate what ESG measures you should consider for your short- or long-term incentive plans, as well as how to establish corresponding measurable, quantitative goals.
Ray Cameron
Managing Director & Head of Investment Stewardship Team for the Americas
BlackRock
Ray A. Cameron, Managing Director, is the Head of BlackRock’s Investment Stewardship team for the Americas region based in New York. In this role, Ray leads a team of specialists responsible for engagement and proxy voting activities in relation to the companies in which BlackRock invests on behalf of clients. Through direct engagement with companies, the team encourages corporate governance practices that support sustainable financial performance over the long-term.
Prior to joining BlackRock, Ray most recently managed the corporate access engagement practice at several investment banking firms, including Stifel and Cowen. In these capacities, he oversaw teams that established and enhanced constructive dialogue with hundreds of portfolio companies’ boards and management teams.
Ray started his Wall Street career at Morgan Stanley on the institutional equity sales desk. After spending several years as a generalist, he became a technology specialist. It was in that capacity, he recognized the potential of corporate access as a stand-alone business opportunity. Ray is credited for creating and managing the first fully integrated corporate access team on Wall Street. His team included a diverse group of sector specialists who were responsible for driving engagements in their respective industries and enhancing relationships with corporate boards and management and with internal investment professionals within the firm.
He was subsequently recruited to re-engineer the corporate access engagement practice at Lehman Brothers. There he successfully maintained the entire team through the Lehman bankruptcy filing and the eventual acquisition of equity assets by Barclays.
Ray earned his Masters of Business Administration degree from Southern Methodist University, Dallas, Texas and his Bachelors of Business Administration degree from The University of Texas at Austin.
George Casey
Global Co-Managing Partner
Shearman & Sterling
George Casey is Global Managing Partner of the firm and also serves as Global Head of Mergers & Acquisitions and Head of the Corporate Business Unit, while continuing his full-time practice. He has extensive experience in U.S. domestic and cross-border M&A transactions, ranging from public company acquisitions to complex carve-out sales, strategic investments and joint venture transactions, representing many of the largest U.S. and non-U.S. corporate and investment banking clients. In addition, he regularly advises Boards of Directors and management on corporate governance and shareholder relations issues. He combines a very diverse transactional experience with a deep understanding of clients’ businesses across the chemicals, healthcare, mining and metals, media, cable, technology and telecommunications industries. George regularly represents multinational corporate clients, including Anglo American, Dow Chemical, GlaxoSmithKline, LANXESS, Liberty Global, LyondellBasell, Nokia, Novartis and Thomson Reuters as well as sovereign wealth funds. In 2016, The American Lawyer named George a “Dealmaker of the Year” and “Transatlantic Corporate Dealmaker.” In addition to his work with clients, George is an Adjunct Professor at the University of Pennsylvania Law School where he teaches a course on mergers and acquisitions. He is also a regular lecturer on U.S. M&A at L’école De Droit De La Sorbonne – Université Paris I.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 3: Would Your M&A Transaction Withstand a Shareholder Challenge?
This breakout session will explore how boards can influence the success of M&A transactions. Going beyond the execution of fiduciary duties, directors today are increasingly involved in ensuring that a proposed deal aligns with company strategy and is supported by a robust due diligence process. Learn what deal issues shareholders are most sensitive to so you can minimize potential deal-related litigation concerns.
Board Member
WillisTowersWatson, HollyFrontier, Frontdoor, Kraton
Anna C. Catalano manages an active board portfolio, serving as an independent director for both public corporations and not-for-profit organizations. She is currently a member of the Board of Directors of Willis Towers Watson, Kraton Corporation, HollyFrontier Corporation, and Frontdoor, Inc. She is a certified Board Leadership Fellow of the National Association of Corporate Directors, and a board member and Program Co-Chair for the NACD Texas TriCities Chapter. In the not-for-profit sector, Ms. Catalano is a member of the National Board of Directors of the Alzheimer’s Association, the Houston Grand Opera, and Co-Founder of The World Innovation Network. With over 30 years of corporate experience including eighteen years of service on public boards, Ms. Catalano is an expert on the topics of board governance and leadership, and an outspoken champion of women in business. Her extensive career spanned three continents in marketing, operations, and international business roles. Her executive background in the downstream oil business included establishing Amoco’s refining and marketing operations in China, overseeing Amoco’s entire US retail business, and leading BP’s effort to reposition the corporate brand in its “beyond petroleum” campaign. Ms. Catalano is a graduate of the University of Illinois, Champaign-Urbana, and has been recognized on Fortune’s ranking of “The Most Powerful Women in International Business”, Directors and Boards “Directors to Watch”, and Women Inc “Most Influential Board Directors”. She is a frequent speaker on a variety of topics including board governance, leadership, innovation, and the advancement of women in business. Her thoughts on various aspects of leadership can be found on her blog, www.shades-of-leadership.com.
Sanford Climan
President, Entertainment Media Ventures, Inc.; Former Advisory Committee, Director of the Centers for Disease Control & Prevention
Sanford R. (Sandy) Climan is President of Entertainment Media Ventures, Inc. Founded in 1999 by Mr. Climan, EMV is active in media investment and strategic advisory work, with a particular focus on innovative technologies and entities currently impacting the traditional boundaries of business, media, and entertainment. He is an investor, producer and considered a media visionary. Throughout his career, Mr. Climan has held senior management positions in the media and entertainment industry. Mr. Climan served as Corporate Executive Vice and President of Worldwide Business Development of Universal Studios, where Mr. Climan oversaw corporate international strategy, strategic marketing and five studio operating divisions with $1.4 billion in revenue. Mr. Climan was the founding head of CAA’s corporate practice, working with global companies including Sony Corporation on its acquisition of Columbia Pictures, Matsushita Electric on its acquisition of MCA/Universal, Credit Lyonnais on its restructuring of MGM, Coca-Cola, NYNEX, Bell Atlantic, Pacific Telesis and other Fortune 500 Companies. Additionally, while at CAA, Mr. Climan was part of the senior management team for 12 years, representing talent including Robert De Niro, Robert Redford, Kevin Costner, Danny DeVito, and Michael Mann, as well as many prominent film and television production companies. Notable achievements include: Executive Producer of the first digital live-action 3D motion picture, “U2 3D” and Producer of “The Aviator,” directed by Martin Scorsese and starring Leonardo DiCaprio, for which Mr. Climan was awarded a British Academy Award and a Golden Globe Award. Mr. Climan has served as a bridge between Silicon Valley and Hollywood since the mid-1990s, and has been an active venture investor, board member, and senior advisor to numerous entrepreneurial companies in media, technology, fintech, and healthcare. Mr. Climan serves on several charitable boards, including The American Cinematheque, the UCLA School of Theater, Film and Television, and the UCLA Longevity Center of the Semel Institute for Neurosciences and Human Behavior. From 2008-2012, Mr. Climan served as a member of the Advisory Committee to the Director of the Centers for Disease Control and Prevention. For over twenty years, Mr. Climan served on the board of The Fulfillment Fund, the leading organization for mentoring at-risk public high school students in Los Angeles. Mr. Climan also serves as an advisor on entertainment and media to the World Economic Forum and its Annual Gathering in Davos, Switzerland, as a member of the Reuters Editorial Advisory Board, and as a member of the Advisory Board to the Yale CEO Leadership Institute of the Yale School of Management. Mr. Climan holds a Master of Business Administration degree from Harvard Business School, a Master of Science degree in Health Policy and Management from the Harvard T.H. Chan School of Public Health and a Bachelor of Arts degree from Harvard College.
Fri Nov 20, 1:00 PM – 1:40 PM ET
Every business leader in the world is trying to make sense of the uncertainty brought about by the global coronavirus pandemic. How—and when–will it end? How is it really transmitted? What about a vaccine? What is the best way to keep my workers safe? My customers? My family? What are the less-known knock-on effects of Covid likely to be, and how might they impact business and the economy? And for how long? In this exclusive, candid conversation we’ll bridge the gap between public health and business, helping you build a strategy for 2021 and 2022 that’s based on cutting-edge science, not wishful thinking, undo paranoia or partisan politics. You will get to ask your most urgent questions and get blunt, evidence-based answers you can put to use in your boardroom right away. Walk away armed with facts and insights that will leave you better prepared to navigate the tricky discussions to come.
Mary Ann Cloyd
Board Member
Fresh Del Monte Produce Inc., Bellerophon Therapeutics and NCMIC Group
Mary Ann Cloyd is an experienced director currently serving on the boards of Fresh Del Monte Produce Inc. (NYSE: FDP), Bellerophon Therapeutics (NASDAQ: BLPH) and NCMIC Group, Inc., a mutual insurance and financial services company based in Des Moines, Iowa. At FDP she chairs both the Audit and Governance Committees, and at BLPH she chairs the Audit Committee and is a member of the Governance Committee. She also chairs NCMIC’s Audit and Finance Committee.
Mary Ann was a senior Partner with PwC until her retirement in June 2015. Between 2004 and 2013 she served on both PwC’s Global and US Boards of Partners and Principals. On the US Board Mary Ann chaired the Risk Management, Ethics & Compliance Committee and the Partner Admissions Committee. She was also on the Management Executive Compensation Committee, Finance and People Committees. On the Global Board she served on the Risk and Operations Committee and the Clients Committee.
During her 25 years as a PwC partner, Mary Ann served in many leadership positions. From 2011 until her retirement she was the Leader of PwC’s Center for Board Governance with overall responsibility for the firm’s external governance related activities, including publishing thought leadership to support boards of directors, CEO’s and other senior executives. Prior to that she was Leader of the Southern California, Phoenix and Las Vegas tax practice and a member of that region’s management team responsible for all lines of service. Mary Ann was a highly respected partner, externally and internally. She served on high profile internal firm committees to select the US CEO, revise the firm’s partner compensation system, and assess and make strategy recommendations in response to a changing regulatory environment. Externally she was a respected client service professional serving multinational corporate clients in a variety of industries.
Active in professional and community organizations, Mary Ann is currently on the Board of Directors of the Geffen Playhouse and serves as Treasurer and Chair of the Finance Committee, the Caltech Associates Board and the UCLA Iris Cantor Women’s Center Advisory Board, which she chaired for four years. She has previously served on the boards of the PricewaterhouseCoopers Charitable Foundation, Inc., including serving as President for many years, the California Chamber of Commerce, Junior Achievement of Southern California, the American Red Cross of Greater Los Angeles, the Baylor Business School Advisory Board, and as a member of the United Way of Southern California Women Leaders’ Steering Committee. Mary Ann graduated Summa Cum Laude from Baylor University with a Bachelor of Business Administration.
Fri Nov 20, 11:40 AM – 12:40 PM ET
Committee Workshop 1: Audit
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
Joan Conley
Senior Vice President and Corporate Secretary
Nasdaq
Joan Conley is Senior Vice President and Corporate Secretary at Nasdaq and its global subsidiary organizations, and in that role she is responsible for the Global Corporate Governance Program. She is also responsible for the Global Ethics and Compliance Program. Lastly, she is Managing Director of the Educational Foundation and a member of the Nasdaq NLX Ltd. Board of Directors. She is a contributor to National Association of Corporate Directors (NACD) publications including the NACD Blue Ribbon Commission 2013 Report on “Talent Development: A Boardroom Imperative” and the 2011 Report on “Effective Lead Director.” She received the award “The Best Corporate Secretary in an M&A Transaction” by Corporate Secretary Magazine in 2008. Prior to joining Nasdaq in 2001, Joan was the Senior Vice President and Corporate Secretary at the NASD (now FINRA) from 1994 – 2001 and Director of Human Resources from 1986 – 1994. Before that, she was a Research Associate/ Writer at the National Academy of Science in Washington, D.C. and Business Analyst at an advertising agency in Chicago, Illinois. She holds a Bachelor’s of Arts/Science with a double major in Economics and Communications from Dominican University and a Master’s of Science, with honors, in Industrial & Labor Relations from Loyola University of Chicago. She studied Economics at the London School of Economics and the University of London. Joan serves on the Board and Audit Committee of two non-profit organizations in Washington, D.C. and mentors several young women. In 2014, she was elected to the SIFMA Foundation Board of Directors.
Fri Nov 20, 10:50 AM – 11:30 AM ET
Roundtable 2: Onboarding the Next Generation of Directors
Gather with director peers and a subject matter expert to explore pertinent board issues.
Fred Crawford
Senior Vice Chair & Former CEO
AlixPartners
Fred was AlixPartners CEO from 2008 – 2015, and is now our Senior Vice Chair and member of our Board of Directors. Fred is an internationally recognized strategist and operations restructuring specialist who has been involved in many of AlixPartners’ most-high-profile situations. He is the architect, board sponsor, and senior mentor of AlixPartners’ global leadership program. Prior to joining the firm, he held senior positions at other major consulting firms and worked in operations and brand management in industry. Prior to consulting, he was in the areas of supply chain and brand management in roles of increasing responsibility. Fred has an MBA from Indiana University. He is coauthor of “The Myth of Excellence,” a BusinessWeek and New York Times best seller that details his research on consumer motivation and corporate strategic response. Frequently involved with the media, he is a sought-after presenter.
Wed Nov 18, 3:15 PM – 4:00 PM ET
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.
Paul DeNicola
Principal
PwC’s Governance Insights Center
Paul DeNicola is a Managing Director at PwC’s Governance Insights Center where he works to extend the firm’s thought leadership in the area of corporate governance. A speaker at forums for directors and governance professionals, Paul also advises boards and executive teams on emerging governance issues. He has twice been named to Directorship Magazine’s list of the 100 most influential people in U.S. corporate governance. Paul was also honored as a recipient of the Rising Star Award from the Millstein Center for Corporate Governance and Performance at the Yale School of Management.
Paul is also an Associate Professor at New York University’s Stern School of Business where he teaches courses in corporate governance and professional responsibility. He was formerly an adjunct professor at Hofstra University, The City University of New York, and Nassau Community College.
Prior to joining PwC, Paul was Director of The Conference Board’s Governance Center, where he oversaw educational and research initiatives in corporate governance, enterprise risk management and business ethics. In that role, he co-authored The Conference Board’s Handbook on Corporate Political Activity. He also co-chaired The Conference Board’s Research Working Group on Corporate Governance and Sustainability and served on the advisory group for its Task Force on Executive Compensation.
Paul earned his BA and MA degrees in interdisciplinary studies from The Gallatin School of New York University and completed a PhD in philosophy and communications at the European Graduate School in Saas-Fee Switzerland.
Thu Nov 19, 12:55 PM – 1:35 PM ET
Conscious Capitalism: Understanding Investors’ Expectations for 2021
As the purpose of a corporation finds itself as the central theme of a great debate in the corporate governance arena, how should corporations—and, in turn, boards—be thinking about their five key stakeholders? We’ll dig into what it means to create long-term value and the key questions boards should be asking themselves. What role do/should companies play in social decisions? We’ll hear how one of the world’s largest institutional investors thinks about ESG in the context of corporate valuation and how investors such as BlackRock are evolving their investment strategies and engagements accordingly.
Erin Dwyer
Deputy Director of External Affairs
Public Company Accounting Oversight Board (PCAOB)
Erin Dwyer is the Deputy Director of External Affairs at the Public Company Accounting Oversight Board (PCAOB), which oversees the audits of public companies and SEC-registered brokers and dealers in order to protect investors and further the public interest in the preparation of informative, accurate, and independent audit reports. Ms. Dwyer serves as the liaison and direct point of contact to audit committees, investors, and preparers, promoting an ongoing dialogue about the activities of the PCAOB and soliciting views from key stakeholders.
Prior to joining the PCAOB in 2019, Ms. Dwyer had over twenty years’ experience in various investment, policy, communications, and stakeholder outreach roles. Most recently she served as managing director of stakeholder engagement and communications at the Center for Audit Quality, where she led strategic initiatives to build and strengthen relationships with key capital markets participants and governance leaders. She also spent eight years as a sell-side analyst on Prudential Financial’s equity research team and as a Senior Vice President of Client Development at Cooley LLP, an Am Law 100 law firm. She previously served on the Council of Institutional Investors Markets Advisory Council and as the Chair of the Salvation Army National Command’s Advisory Council.
Ms. Dwyer earned her B.A. in Public Policy Studies from Duke University in Durham, North Carolina.
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 1: The Future of Financial Reporting: Looking Beyond the Numbers
Audit committees have a responsibility to provide decision-useful financial reporting to investors. Emerging technologies are changing auditing processes, and regulators and investors are seeking more insight on non-GAAP financial measures and intangible indicators not included in historical financial statements. We’ll explore how audit committees should be rethinking their auditing and financial reporting processes in response to these new trends and changing expectations.
Cory A. Eaves is an Operating Partner and part of General Atlantic’s Operations Group, providing strategic support and advice to the firm’s investment teams and portfolio companies with a focus on technology, operations, and digital transformation. Before joining General Atlantic in 2009, he was Executive Vice President, Chief Technology Officer, and Chief Information Officer at Misys plc. Earlier in his career, Cory also served as Chief Technology Officer of SSA Global, one of the world’s largest enterprise software providers and a former General Atlantic
portfolio company.
Wed Nov 18, 3:15 PM – 4:00 PM ET
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.
Claudia Fan Munce
Board Member
Best Buy Co., CoreLogic and Bank of the West/BNP Paribas Group
Claudia started her career as a software engineer at IBM Research and retired as the Managing Director of Venture Capital Group and Corporate Vice President of Strategy and M&A Group. In her 30 years career at IBM, she held many technical and business leadership positions including leading the licensing and commercialization unit at IBM Research Lab. She had a distinguished career as a key executive driving the company’s business strategy, partnership, and acquisition pipeline focusing on growth markets and emerging technologies to maximize growth opportunities. Upon her retirement from IBM in 2016, she joined NEA, one of the largest and most active venture firm, as a Venture Advisor. She is also a member of the angel investment group Broadway Angels, and a frequent guest lecturer at Stanford Graduate School of Business on a Corporate Venture case created based on her career. Claudia serves as the chairwoman of the board of the Global Corporate Venturing Group, she is an advisor to the American Association for Advancement of Science (AAAS) and founding advisor of Parity.org. She is an independent board member of the Bank of the West/BNP Paribas Group (Risk, Nomination, CRA/Fair Lending), the Best Buy Corporation (Audit, Finance and Investment Policy) and CoreLogic Inc. (Compensation and Strategy/M&A). Claudia is also a certified NACD Cyber Oversight Director. Claudia was born in Taiwan and grew up in Brazil. She moved to US for advanced studies and holds a master’s degree in Computer Science from Santa Clara University and a master’s degree in Management from Stanford University. She is a multicultural executives with extensive international experience including serving on the advisory boards of the Latin American Venture Capital Association, China’s Women in Leadership in Private Equity, Savannah Fund in Africa, Arcapita in Bahrain, and many other venture capital organizations around the world.
Thu Nov 19, 10:50 AM – 11:35 AM ET
A Matter of Trust: How Boards Can Best Manage a Crisis
The past few years have provided corporate boards with several crisis scenarios to learn from. And by fall, we’ll have a handle on how the best companies fared in the greatest global crisis of our time brought on by the global coronavirus pandemic. The difference between a crisis handled well and a crisis handled poorly can have a lasting effect on an organization’s reputation, well beyond the crisis itself. So, how does the board move through a crisis and back to business as usual while keeping its reputation intact—or restoring it? You’ll learn the five worst things to do in a crisis…and what to do instead.
Roselyn Feinsod
Principal, People Advisory Services
Ernst & Young
Roselyn has 25+ years of experience in professional services and human capital advisory. Before joining Ernst & Young, Roselyn worked for Aon, Towers Perrin and PwC in a variety of roles consulting to large global clients. Managed a retirement business at Aon including over $100 million and revenue and a team of 150 consultants including five offices supporting existing client satisfaction and growth. Roselyn is a Principal in the People Advisory Services group at Ernst & Young LLP, focusing on Rewards including Transaction and Transformation. She joined Ernst & Young in 2019 and is based in the New York City office at Five Time Square. She specializes in workforce and total rewards strategy, wellbeing, mergers and acquisitions and all aspects of retirement plan valuation and administration consulting. Roselyn has a Bachelor of Science in Actuarial Science from College of Insurance St. John’s University (1993) and Fellow of the Society of Actuaries (2000).
Thu Nov 19, 1:35 PM – 2:15 PM ET
Insights from the Boardroom: The Talent and Culture Agenda
This session will provide key takeaways and action items for boards to consider, based on findings from Corporate Board Member and EY Center for Board Matters survey of public company directors on talent and culture as a strategic governance initiative. We’ll explore talent-related metrics boards should consider and important questions boards should be asking their chief HR officer on workforce management-related risks and opportunities.
Rich Fields advises public company boards of directors, C-suite executives, and in-house counsel on issues related to corporate governance, board leadership, and stakeholder engagement.
Rich’s expertise includes board composition and leadership, effective disclosure, activist and other shareholder interventions, contested situations, shareholder and other stakeholder engagement, board and director evaluations, ESG issues, governance policies, and other complex issues involving boards and corporate leaders.
Rich is an authority on corporate governance and board leadership and a sought-out author and speaker. He is regularly quoted in publications such as the New York Times, Agenda, The Deal, Ethical Boardroom, Governance Minutes, and C-Suite Insight, has lectured at a corporate governance course at Harvard University, and presented at events for the Society of Corporate Governance, Corporate Board Member, Equilar, NYSE Governance, and others. He has authored chapters on corporate governance in each edition of “The Handbook of Board Governance.” Rich was one of four global winners of the Millstein Center for Global Markets and Corporate Ownership’s Rising Star of Corporate Governance Award in 2015.
Rich co-chaired the Shareholder-Director Exchange Working Group and was a principal architect of the SDX Protocol, a guide for shareholder engagement supported by investors today representing more than $15 trillion in assets under management.
Prior to joining King & Spalding, Rich was a partner at Tapestry Networks where he worked closely with the chairs of compensation and audit committees, independent board chairs and lead directors, and the stewardship leaders of the world’s largest asset managers. At Tapestry, he led scores of roundtable dialogues for board leaders, senior governance professionals, regulators, political leaders and other key players in the corporate governance and shareholder landscape.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 2: ESG: Getting Materiality Right
What are the key questions your board should be asking management to identify and act on financially material sustainability risks and opportunities? This interactive session will help you define business-critical sustainability issues unique to your organization in order to link sustainability to financial performance. We’ll help you create dashboards for monitoring progress on the key ESG issues critical to investors.
Jonathan F. Foster is the founder and a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm since 208. Previously, Mr. Foster was an investment banker and private equity investor, including with Lazard for over ten years in various positions, ultimately as a Managing Director. He was also Executive Vice President, Chief Operating Officer and Chief Financial Officer of ToysRUs.com, Inc. Mr. Foster has been a director of more than 25 private and public companies. He currently serves as a Director of publicly traded Lear Corporation, Berry Global, Inc. and Five Point Holdings, LLC and was formerly a Director of publicly traded Sabine Oil & Gas and Chemtura Corporation.
Mary Galligan
Managing Director and Crisis Management Leader,
Cyber Risk Services
Deloitte & Touche LLP
Mary Galligan is a director in Deloitte & Touche’s security and privacy practice. She was previously the FBI/New York Office’s (NYO) special agent in Charge (SAC). As the SAC of the special operations/cyber division, NYO, she leads more than 400 employees in the largest technical and physical surveillance operation in the FBI and oversees all New York cyber investigations. She is also responsible for the special events and crisis management programs consisting of SWAT, evidence response, underwater search and recovery, and rapid deployment.
Ms. Galligan entered the FBI as a special agent in April, 1988. After training, she served in the NYO where she gained broad criminal, terrorism, and intelligence gathering experience. She traveled to Yemen as one of the FBI’s on-scene-commanders of the investigation into the bombing of the USS Cole and traveled to Tanzania after the 1998 bombing of the United States (U.S.) Embassy.
After the terrorist attacks on September 11, 2001, Ms. Galligan was designated as the supervisor over the FBI’s investigation into the attacks, dubbed PENTTBOM, where she oversaw all aspects of the investigation with a team of 75 investigators. As the PENTTBOM team leader, she developed a case management and investigative strategy to deal with the largest investigation in FBI history which included evidence and intelligence gathering, and the prosecution of Zacarias Moussaoui. She traveled to GITMO and various cities in the U.S., Spain, France, and Germany to meet with intelligence and law enforcement officials. In this role, Ms. Galligan briefed numerous entities of the U.S. Government and the public sector including the FBI Director, the Senate and House Intelligence Committees, the 9/11 Commission and staff, members of the National Security Council, the press, the US Military, and the families of 9/11 victims.
In August 2004, Ms. Galligan was designated as assistant special agent in charge (ASAC) in the administrative division, NYO. She was responsible for overseeing the office’s personnel, infrastructure and budget matters, as well as investigations of alleged misconduct by employees. In February, 2006, Ms. Galligan was designated ASAC, counterintelligence division, NYO. She led the entities responsible for technically supporting and facilitating the gathering of information for the U.S. intelligence community. In September, 2008, Ms. Galligan was named as an inspector in the inspection division at FBI Headquarters. She was selected to head the risk based management (RBM) project, a director’s initiative establishing a transparent procedure for informing the FBI’s resource allocation process. In July, 2009, she was promoted to chief inspector of the FBI, where she oversaw the office of inspections, ensuring FBI investigative, financial, and administrative programs were in compliance with governing laws, requirements, and policies.
She holds a bachelor’s degree from Fordham University, a master’s degree in psychology from the New School for Social Research, and an honorary doctorate of law from Marian University. She attended the Law Enforcement Executive Development Program at Princeton University and the Graduate School of Industrial and Labor Relations at Cornell University. She is an FBI-certified crisis negotiator and crisis manager.
Patrick Gaston
Former Chairman of the Board
Bed, Bath & Beyond
Patrick Gaston is the Chairman of the board of directors of Bed Bath & Beyond, Inc., a publicly traded company with annual revenue of approximately $12 billion and more than 1,500 stores in the United States, Puerto Rico and Canada. He has overseen a significant transformation of the company’s Board governance structure and the appointment of 10 new independent directors, including seven female directors, with a rich diversity of perspectives, backgrounds, ages, gender, race and ethnicity. He had previously served as co-chair of the company’s Compensation Committee and is formerly a member of the company’s Audit Committee. He is also President and CEO of PG Consulting, a management consulting company that assists corporations and non-profits in building Corporate Social Responsibility (CSR), Strategic Planning, Private/Public Partnerships and Philanthropic strategies. Prior to this Mr. Gaston was President of the Western Union Foundation; served as the Senior Advisor to the Clinton Bush Haiti Fund; and was President of the Verizon Foundation. Patrick serves on a number of national non-profit boards including the NAACP Foundation, America’s Charities, KidSpirit, Eden Reforestation Projects and is an emeritus member of the advisory board the US Chamber of Commerce Center for Corporate Citizenship. Patrick was raised in Haiti, Montreal, Canada and Boston, Massachusetts. He holds a B.A. in management from the University of Massachusetts and an M.B.A. from Northeastern University. Additionally, he earned an International Certificate in Business from Ecole Superieure de Commerce in Reims, France. He is fluent in French, Spanish and English. Patrick is married with two children and lives in the Washington, DC area.
Mr. Goudiss, a partner in the Litigation Group, joined the firm in 1987 and became a partner in 1996. His practice includes a wide range of commercial, securities, corporate governance, and mergers and acquisitions litigation and advice. Mr. Goudiss is a member of the firm’s Sports Group.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 3: Would Your M&A Transaction Withstand a Shareholder Challenge?
This breakout session will explore how boards can influence the success of M&A transactions. Going beyond the execution of fiduciary duties, directors today are increasingly involved in ensuring that a proposed deal aligns with company strategy and is supported by a robust due diligence process. Learn what deal issues shareholders are most sensitive to so you can minimize potential deal-related litigation concerns.
David Greenberg serves as Chair of the Governance and Risk Assessment Committee and a member of the Audit Committee of International Seaways (NYSE: INSW), one of the largest global crude oil and petroleum tanker companies. Mr. Greenberg’s previous board experience (2006 to 2016) was as the independent director – and member of both the Audit and Compensation Committees –of APCO Worldwide, a private communications and government affairs consultancy and as a director (2013 to 2016) of Clean Tech Group, which creates opportunities for industrial companies to invest in innovative, clean technology. He also served for 5 years as Chairman of the Board of Trustees of The Keystone Center, a Colorado non-profit that brings together oil, chemical and pharmaceutical companies with leading NGOs to find solutions to complex public policy challenges at the federal and state levels. He is currently leading the Office of CEO of LRN Corporation, a technology and education company that provides ethics and compliance strategy, education, communications and a technology platform to corporations across the globe. LRN has helped to elevate the conduct of more than 35 million corporate employees around the world. Greenberg is currently Managing Director of Cortina Partners LLC, a private equity firm that owns companies in the air medical, addiction treatment, bedding, textile and outdoor recreation industries and is CEO of Acqua Recovery, a residential drug and alcohol addiction center. For 20 years prior to 2008, Mr. Greenberg served in various senior positions overseeing government affairs, corporate affairs, communications and strategy at Altria Group, Inc. – then the parent company of Philip Morris USA, Philip Morris International, Kraft Foods and Miller Brewing – culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Executive Committee. As one of five senior vice presidents of the corporation, he served on the Management Committee, which oversaw all strategy and company operations. He was also a principal architect of the company’s very successful efforts to end the ‘tobacco wars’ which threatened the company’s very existence. Earlier in his career, Mr. Greenberg was a partner in the Washington D.C. law firm of Arnold & Porter and also served as Legislative Director and General Counsel of the Consumer Federation of America. He attended Williams College and has JD/MBA degrees from the University of Chicago. Greenberg has testified before the U.S. Congress, the European Union, the Israeli Knesset and other governmental bodies over two dozen times and has appeared on ABC Nightline, the CBS Morning News, BBC Morning, and the PBS News Hour, and has spoken at leading events for CEOs and boards.
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 3: Human Capital Oversight: Do You Know Your Risk?
How can you ensure your company isn’t the next front-page headline for a class action suit resulting from workplace misconduct? This breakout will provide tips to help your board identify and measure behavioral data to mitigate your human capital risks and help your organization maintain a workplace environment free of discrimination, sexual harassment, gender in equality, human rights violations and other misconduct.
Neha is responsible for True Office Learning’s product and technology vision, strategy and growth. Prior to her role as CEO, Neha served as Senior Director of Learning Solutions & Strategic Initiatives at NYSE Governance Services, leading all product strategy and development initiatives for the business. Neha has also served as Citigroup’s Chief of Staff for the Institutional Clients Group Technology organization, reporting directly to the CIO. In her time with Citigroup, Neha led a number of strategic change management efforts involving critical, multi-million dollar initiatives across industries. Neha holds an MBA in Management and Business Strategy from Rutgers Business School and a BE in Computers and Electrical Engineering from the Honors College of Engineering at Rutgers.
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 3: Human Capital Oversight: Do You Know Your Risk?
How can you ensure your company isn’t the next front-page headline for a class action suit resulting from workplace misconduct? This breakout will provide tips to help your board identify and measure behavioral data to mitigate your human capital risks and help your organization maintain a workplace environment free of discrimination, sexual harassment, gender in equality, human rights violations and other misconduct.
Jim Hale is a recognized thought leader, investor, and pioneer in the financial services industry with extensive training and experience within the risk management and cyber security sectors. He has launched and grown multiple businesses that have leveraged his vision of both the evolving financial services marketplace as well as the disruption of emerging financial technologies. As an investor, Jim has advised scores of public and private companies on growth and innovation. Jim leverages his global network of leaders within the financial service industry that he has built over several decades investing in the space.
FTV Capital, the venture investment platform Jim founded in 1998, has made numerous investments in cutting edge cyber security companies, which have contributed to the overall growth of the security industry. Independently, Jim has served as Chair of the ACI Worldwide (NASDAQ:ACIW) Board Risk Committee since 2015, as well as seven other public board positions that have relied on his background in risk management and financial reporting, beginning in the 1990s.
Jeff Hales
Chair
SASB Standards Board
Jeffrey Hales teaches at the Georgia Institute of Technology, where he is a professor of accounting in the Ernest Scheller Jr. College of Business. He is a graduate of the accounting program at Brigham Young University and received his Ph.D. from Cornell University.
His research interests center on accounting standard setting and regulation, individual decision making, and behavioral finance, using techniques from applied game theory, experimental economics, and psychology. His research has appeared in The Accounting Review, Journal of Accounting Research, Journal of Accounting and Economics, Review of Accounting Studies, and the Journal of Financial Economics, among other journals. He currently serves as an editor for Contemporary Accounting Research, and was also previously editor of Accounting Horizons. He also currently serves on the editorial boards of The Accounting Review and Accounting Organizations and Society. At Georgia Tech, he teaches financial accounting and Ph.D. seminars on behavioral accounting and finance, policy-oriented research in accounting, and the psychology of judgment and decision making.
During the 2009-10 academic year, Dr. Hales was a Research Fellow at the Financial Accounting Standards Board (FASB) in Norwalk, CT. In addition, he currently serves as a member of the FASB’s Financial Accounting Standards Advisory Council (FASAC) and previously chaired the Standards Council for the Sustainability Accounting Standards Board (SASB).
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 2: ESG: Getting Materiality Right
What are the key questions your board should be asking management to identify and act on financially material sustainability risks and opportunities? This interactive session will help you define business-critical sustainability issues unique to your organization in order to link sustainability to financial performance. We’ll help you create dashboards for monitoring progress on the key ESG issues critical to investors.
Mr. Harshman is the retired Chairman, President and CEO of Allegheny Technologies Incorporated (NYSE:ATI). ATI is a global manufacturer of technically advanced specialty materials and complex components for aerospace & defense markets, particularly jet engines. ATI also has a strong presence in the oil & gas, energy, medical, automotive, and other industrial markets. Mr. Harshman was Chairman, President and CEO of ATI from 2011 to 2018, and was Executive Chairman from the end of 2018 to May 2019 when he retired after a 41-year career with ATI and one of its predecessor companies, Teledyne, Inc. He was ATI’s Chief Financial Officer for 10 years before being named President and COO in 2010. Mr. Harshman has served on the Board of Directors for Ameren Corporation since 2013. Currently he is Ameren’s Independent Lead Director, Chairs Ameren’s Nuclear and Operations Committee, and is a member of the Human Resources Committee. Mr. Harshman has served on the Board of Directors of PNC Financial Services Group, Inc since January 2019, where he serves on the Audit Committee and the Personnel & Compensation Committee. Mr. Harshman is active in the Pittsburgh community and serves as the Chair of the boards of Robert Morris University, the Pittsburgh Cultural Trust, and the United Way of Southwestern Pennsylvania. He is also immediate past Chair of the Allegheny Conference on Community Development. Mr. Harshman graduated from Robert Morris University with a BSBA in Accounting in 1978 and achieved a Certificate in Public Accounting (CPA) from the state of California in 1985.
Thu Nov 19, 11:55 AM – 12:45 PM ET
Breakout 3: The Hallmarks of Effective CEO Succession Planning
With so many CEOs making a quick exit in recent years, it’s more important than ever for your board to have a succession plan in place well before you need it. Some boards perform the CEO selection process brilliantly while some repeatedly make the same mistakes. Wherein lies the difference? This session will explore the tenets of a strong CEO succession process, including the current CEO’s role, evaluation of internal and external candidates, and the board’s ultimate responsibility.
Jim Heim
Lead Consultant
Meridian Compensation Partners
Jim has been a trusted advisor to Boards and their senior management teams on all aspects of executive compensation and director compensation issues since 2004. His clients range from Fortune 500 firms to pre-IPO start-ups and represent multiple industries, including technology, biotech, aerospace & defense and industrial manufacturing. Specific areas of focus include pay governance, incentive plan design, pay-for-performance alignment, compensation benchmarking, proxy analysis and special compensation programs for IPO and M&A transactions. In addition to his consulting experience, Jim has worked in the corporate human resources departments of EMC Corporation, The Gillette Company and One Beacon Insurance. Jim regularly writes and presents on executive compensation topics for organizations such as the NACD, American College of Corporate Directors, and WorldatWork, and is also a former faculty member of WorldatWork, serving as course instructor for “Principles of Executive Rewards”. He has a B.A. in Psychology and a MBA with a concentration in Human Resource Management from the University of Kansas. Jim is located at the company’s Boston, MA office
Luan Jenifer
President
Miller/Howard Investments
Luan Jenifer, President of Miller/Howard Investments, joined the firm in 2002. Before being promoted to President in 2019, Luan held several key leadership roles that set goals and policies that promote company culture and vision through its operations. In her prior positions of Chief Operating Officer and Director of Operations, Luan was responsible for overseeing the day to day operations of the company to maximize profits, client satisfaction, mission alignment, and employee engagement. In 2018, she was instrumental in Miller/Howard’s transition to a 100% employee-owned structure. In her long-time work as Head of ESG, Luan has been instrumental in expanding the scope and impact our Environmental, Social and Governance program, which advocates on behalf of clients by working closely with investors, companies, and colleagues. Luan currently serves on Miller/Howard’s Board of Directors, the Executive Committee, and the Compensation, Corporate Governance and Nominating Committees. As an avid supporter of local community organizations, Luan created the firm’s Volunteer Time Off Program.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 2: ESG: Getting Materiality Right
What are the key questions your board should be asking management to identify and act on financially material sustainability risks and opportunities? This interactive session will help you define business-critical sustainability issues unique to your organization in order to link sustainability to financial performance. We’ll help you create dashboards for monitoring progress on the key ESG issues critical to investors.
TK is host of Inside America’s Boardrooms, a weekly web show featuring board members and governance experts with varying perspectives. Over his 20+ years in the board education arena, TK has led various teams in creating board-related conferences and educational opportunities to serve board members. Prior to focusing on the board space, TK served as president and board member of publicly-traded Wilmington Savings Fund Society spanning a 20-year banking career.
Wed Nov 18, 12:00 PM – 3:00 PM ET
New Director Workshop
The New Director Workshop will help novice directors quickly acclimate to the boardroom. Designed for public company directors with less than two years public company board services, the workshop will be led by corporate governance veterans, Michael Berthelot and TK Kerstetter. This will be an interactive, deep dive to orient yourself on best practices and strategies to support your personal growth and value as a directors.
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 3: Human Capital Oversight: Do You Know Your Risk?
How can you ensure your company isn’t the next front-page headline for a class action suit resulting from workplace misconduct? This breakout will provide tips to help your board identify and measure behavioral data to mitigate your human capital risks and help your organization maintain a workplace environment free of discrimination, sexual harassment, gender in equality, human rights violations and other misconduct.
Through several EY leadership positions during his 35-year career, Steve has helped to transform and grow the EY organization into a $36 billion professional services firm that has been recognized on the Fortune 100 Best Companies to Work For® list 21 years in a row. Steve is a strategic thinker and transformative leader with diverse skills. He is known for his ability to embrace change and innovate to achieve desired outcomes. He has been recognized by the National Association of Corporate Directors as one of the top 100 most influential leaders in boardrooms and corporate governance for 2018 and 2019. Since 2016, Steve has led the transformation of the EY Americas Center for Board Matters (CBM) through a market-oriented digital approach. This transformation has driven engagement, with more than 8,500 subscribers, an average of 2,300 webcast viewers and a 63% share of media voice compared to Big Four competitors. Under Steve’s leadership, the CBM annually produces thought leadership and webcasts on board, committee and director governance priorities, such as strategy and innovation; redefining and communicating long-term value; risk management; culture and talent; cybersecurity and privacy; capital allocation; environmental, social and governance criteria; and overall board and committee best practices. The CBM uses this material to assist boards, committees and directors through bespoke insight and education sessions for specific companies, exceeding 200 sessions each year. Steve leads many of the insight and education sessions for companies and frequently speaks at corporate governance events. The CBM also convenes lead directors, audit committee chairs and corporate secretaries annually in structured networks to discuss best practices, along with holding director summits on a variety of strategic governance topics. Steve began his career in Assurance performing financial statement audits on public and private companies. Since his admission to the partnership in 1997, he has rotated certain leadership positions every three to five years to address EY strategic imperatives: 1997–2002: North Central Region Strategic Growth Markets Leader – led the Region’s go-tomarket initiatives with high-growth private equity and venture-backed, capital-markets-bound companies. 2002–07: Pittsburgh Office Managing Partner —managed all aspects of the office with a focus on market growth and talent initiatives, along with the integration of the Arthur Andersen practice. 2007–09: North Central Region Managing Partner of Assurance and Advisory Business Services — managed all aspects of the Assurance and Advisory Business Services practice, the largest business unit within the Region, with a strategic focus on the market opportunities and challenges presented by the Sarbanes-Oxley Act. 2009–11: East Central Region Managing Partner of Advisory — EY reorganized and created this position in their Regions to lead their re-entry back into the consulting market. Managed all aspects of the practice with a differential focus on new consulting solutions and the significant recruitment of external talent. 2011–16: East Central and Central Managing Partner of Accounts — EY reorganized and created this position in their Regions to lead their growth transformation initiatives coming out of the financial crisis. This position was responsible for all aspects of the go-to-market initiatives of the Region, including oversight of global and core accounts. Until 2016, when he assumed the CBM leadership position, the Region Steve led was the top performing Region globally (of 28 Regions), with $2.4 billion of revenue and 12% annual growth. The Managing Partner roles had responsibility for 9–19 geographic offices depending on the role and were responsible for growing revenues globally and managing bottom-line profitability for revenues ranging between $250 million to $2.4 billion. This also included managing talent and human capital initiatives for employees, ranging from several hundred to more than 8,000. The roles required deep domain knowledge in each EY principal sector: Consumer Products & Retail; Financial Services & Insurance; Health & Life Sciences; Power & Utilities; Technology; Advanced Manufacturing & Mobility; Real Estate, Hospitality & Construction; and Government & Public Sector. Steve has been on the Board of Trustees since 2004 at Robert Morris University, where he has held the positions of Vice Chair and Chair of the Nominating and Governance Committee. He recently joined the Board of Governors of Allegheny Country Club, where he is Treasurer. He has held numerous other board positions in the Pittsburgh market during his EY career. Steve has a BSBA from Robert Morris University and an MBA from the University of Pittsburgh. He is a certified public accountant and a member of the American Institute of Certified Public Accountants. Steve is qualified to serve as a financial expert under SEC, NYSE and NASDAQ rules. He also has a top-secret security clearance with the US Government. Steve and his wife Linda have two sons, Stephen and Matthew, and reside in Sewickley, Pennsylvania.
Thu Nov 19, 1:35 PM – 2:15 PM ET
Insights from the Boardroom: The Talent and Culture Agenda
This session will provide key takeaways and action items for boards to consider, based on findings from Corporate Board Member and EY Center for Board Matters survey of public company directors on talent and culture as a strategic governance initiative. We’ll explore talent-related metrics boards should consider and important questions boards should be asking their chief HR officer on workforce management-related risks and opportunities.
Jim has over 16 years of experience in executive compensation consulting. He provides guidance to Compensation Committees, Boards of Directors, and management teams regarding executive and outside director compensation program design. His areas of expertise include: • Aligning compensation programs with business and strategic objectives • Assessing pay and performance relationships • Designing incentive plan mechanics • Reviewing competitive pay practices and policies • Analyzing the impact of emerging pay trends • Developing peer groups for compensation and performance comparisons He has worked with organizations with revenues from $100 million – $100+ billion. His specific industry experience includes retail, chemicals, technology, manufacturing, hospitality/gaming, and financial services. His primary role with clients is to lead engagements with the Compensation Committee or Senior Management in addressing the organization’s most critical compensation design issues. Jim is a member of the NACD chapter in Philadelphia and a frequent speaker at various executive pay related forums. Jim received his B.A. in Economics from the University of Pennsylvania. Jim is located at the company’s Philadelphia, PA metro office.
MSA Safety Incorporated;
Mr. Lambert serves on the board of MSA Safety Incorporated (“MSA Safety”), a global leader in the design, manufacture and supply of workplace safety products, and served as the non-executive chair until May 2020. He is the retired President and Chief Executive Officer of MSA Safety, having served in this position from 2008 to May, 2018. Prior to that he served as MSA’s Chief Operating Officer. Mr. Lambert has been a director on MSA’s Board since 2007, holding the Chairman position since May 2015. He joined MSA in 1981 as a design engineer and over nearly four decades served the Company in a variety of capacities of increasing responsibility. He serves as a director of Kennametal, Inc. (a publicly-traded tooling and advanced materials manufacturer), serving as Chair on the board’s Audit Committee, and previously as a member of the Nominating and Corporate Governance Committee since 2016. He previously served on the Board of Directors of EQT Corporation, the nation’s largest publicly-traded natural gas producer. Mr. Lambert has achieved “Fellow” status with the National Association of Corporate Directors (NACD) and also serves on the boards of the Sen. John Heinz History Center of Western PA, the Pittsburgh Civic Light Opera, and the Carnegie-Mellon University Tepper School of Business. Mr. Lambert holds a Bachelor’s degree in Mechanical Engineering from Penn State University and a Master’s degree in Industrial Administration from Carnegie-Mellon University.
Thu Nov 19, 11:55 AM – 12:45 PM ET
Breakout 3: The Hallmarks of Effective CEO Succession Planning
With so many CEOs making a quick exit in recent years, it’s more important than ever for your board to have a succession plan in place well before you need it. Some boards perform the CEO selection process brilliantly while some repeatedly make the same mistakes. Wherein lies the difference? This session will explore the tenets of a strong CEO succession process, including the current CEO’s role, evaluation of internal and external candidates, and the board’s ultimate responsibility.
Mr. Liss is the managing principal of WhiteGate Partners LLC, an advisory firm to private and public financial and business services companies, and an Adjunct Professor at both Columbia University Law School and New York University Stern Graduate School of Business. Previously, Mr. Liss served as Executive Vice President at The Travelers Companies, overseeing corporate business development and one of three operating divisions — Financial, Professional Lines and International Insurance. Earlier in his career, Mr. Liss was a Managing Director in the Investment Banking and the Equities divisions at Credit Suisse, working with diversified financial and business services companies. Mr. Liss began his career in the Equities division at Salomon Brothers. Mr. Liss currently serves on the boards of directors of Verisk Analytics, Inc., Argo Group International Holdings, Ltd, and JS Held. Mr. Liss formerly served on the Boards of DST Systems, Inc., Ironshore, Inc. and Nuveen Investments Inc. Mr. Liss received his BA from Wesleyan University, pursued graduate studies at London School of Economics and Political Science, and received his MBA from New York University.
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 1: The Future of Financial Reporting: Looking Beyond the Numbers
Audit committees have a responsibility to provide decision-useful financial reporting to investors. Emerging technologies are changing auditing processes, and regulators and investors are seeking more insight on non-GAAP financial measures and intangible indicators not included in historical financial statements. We’ll explore how audit committees should be rethinking their auditing and financial reporting processes in response to these new trends and changing expectations.
Byron has over 25 years’ experience as a CEO and board member. He leads board evaluations and boardroom training for Nasdaq Governance Solutions. Byron founded the Center for Board Excellence (CBE) in 2010 and was CEO until its acquisition by Nasdaq. He is architect of Nasdaq – CBE’s unique board evaluation platform. Byron is recognized in the governance community for inventing innovative efficient products that utilize technology to assist in addressing board dynamics, corporate culture, accountability, leadership and performance. His experience and expertise are in the design and administration of evaluations and advising boards and CEOs in a full range of corporate governance matters, including strategic alignment, best practices, diversity, structures and corporate planning. Byron is a graduate of Harvard Business School and James Madison University. He is a member of the Society for Corporate Governance, Institute of Directors (UK), and National Association of Corporate Directors. He is a frequent speaker on governance subjects, including the board’s role in strategy, diversity, and technology. His recent published works include: Conflicts and Biases in the Boardroom, Corporate Board Member, October 2019; Love Your Neighbor, International Banker, Spring 2019; Guide to Board Assessments, Corporate Board Member, June 2019; Reboot, Not Refresh, International Banker, Spring 2018; and the upcoming The Relationology of Future Banking, International Banker, Winter 2020. Byron and the Nasdaq CBE team have performed over fifteen hundred governance projects, including hundreds of third-party board, committee, director peer and self-evaluations for organizations of a wide range of structures and sizes. Along with his corporate governance and management expertise, Byron has an informed global governance perspective having worked with companies all over the world, with a particular expertise in the financial services sector.
Erik Lundh is a senior economist at The Conference Board. Based in New York, he is responsible for much of the organization’s work on the US and Chinese economies. He also conducts research on geoeconomics, international trade, and global value chains. Lundh previously worked for Evercore ISI where he spent five years generating top-down research on China for institutional investors. Earlier in his career, Lundh was an economic analyst at the US-China Economic & Security Review Commission and spent several years working at the Overseas Private Investment Corporation and the US-Taiwan Business Council. He earned his BA in economics and international relations at the University of California, San Diego and his MBA from Thunderbird. He has lived, worked, and studied throughout the Asia Pacific, Africa, and Europe.
Mike Marino
Managing Director
FW Cook
Mike Marino has over 23 years of compensation consulting and corporate experience. Prior to joining FW Cook, Mike was a senior executive compensation consultant and director of performance metrics at another leading consulting firm. He began his career in the investment banking division of Merrill Lynch.
Mike works with a broad range of clients spanning most industries and across a wide spectrum of market cap and revenue, from large global complex businesses to small venture-backed enterprises. His business and financial background is of added value when designing incentive programs, evaluating business performance and aligning compensation programs with desired outcomes. In addition to public companies, Mike works closely with private equity firms, their portfolio companies and family-owned businesses. Clients familiar with Mike’s services include: athenahealth, Bacardi, Brinks Home Security, CubeSmart, Dataminr, First Republic Bank, Hovnanian Enterprises, IO Data, Lennar Corporation, MongoDB, Piper Sandler, Prudential, Sealed Air, Sotheby’s, Steris PLC, TradeStation, Tronox, Universal Health Services and Xerox.
On behalf of the Firm, Mike is a thought leader in the areas of performance metric selection, goal setting, EVA analysis and compensation risk assessments. Michael has also authored numerous research reports and articles on compensation-related topics and is a frequent speaker at compensation forums including the Conference Board, National Association of Corporate Directors, Practicing Law Institute and Harvard Business School.
Mike serves on the advisory board for the New Jersey Chapter of the National Association of Corporate Directors (NACD). He also serves on a women’s youth lacrosse board and is a swim official for the Lakeland Hills YMCA.
Fri Nov 20, 10:50 AM – 11:30 AM EST
Gather with director peers and a subject matter expert to explore pertinent board issues.
Aeisha Mastagni
Portfolio Manager, Sustainable Investment & Stewardship Strategies
CalSTRS
Aeisha Mastagni is a Portfolio Manager within the Sustainable Investment & Stewardship Strategies Unit of the California State Teachers’ Retirement System (CalSTRS), the nation’s largest teacher retirement fund. She is responsible for working with a dedicated team to further CalSTRS’ mission to secure the financial future and sustain the trust of California’s educators.
Aeisha’s main areas of focus are the portfolio engagement program, executive compensation, selecting and monitoring managers in the activist manager portfolio, and working with regulatory authorities on market-wide issues.
In 2012, Aeisha joined the Board of Directors at the Golden 1 Credit Union, one of the nation’s largest credit unions with more than $11 billion in assets and 1,000,000 members. In 2015, she joined the Board of Directors for the Council of Institutional Investors, whose mission is to be the leading voice for effective corporate governance practices and shareholder rights.
Before joining CalSTRS, Aeisha worked in the Corporate Governance Unit of the California Public Employees Retirement System (CalPERS) for six years overseeing the proxy voting program and the corporate governance manager portfolio. Prior to CalPERS, she worked in the Operations Department of Salomon Smith Barney before moving to Morgan Stanley as a Financial Advisor and Assistant Operations Manager. Aeisha has a Bachelor of Science degree in Economics from the California State University, Sacramento.
Thu Nov 19, 12:55 PM – 1:35 PM ET
Conscious Capitalism: Understanding Investors’ Expectations for 2021
As the purpose of a corporation finds itself as the central theme of a great debate in the corporate governance arena, how should corporations—and, in turn, boards—be thinking about their five key stakeholders? We’ll dig into what it means to create long-term value and the key questions boards should be asking themselves. What role do/should companies play in social decisions? We’ll hear how one of the world’s largest institutional investors thinks about ESG in the context of corporate valuation and how investors such as BlackRock are evolving their investment strategies and engagements accordingly.
Joseph Minarik
Senior Vice President and Director of Research, CED;
Former Chief Economist of the Office of Management and Budget, Clinton Administration
Minarik was the chief economist of the Office of Management and Budget for the eight years of the Clinton Administration, helping to formulate the Administration’s program to eliminate the budget deficit, including both the Omnibus Budget Reconciliation Act of 1993 and the bipartisan Balanced Budget Act of 1997. Prior to his service in the Clinton Administration, Minarik worked closely with Senator Bill Bradley on his efforts to reform the federal income tax, which culminated in the Tax Reform Act of 1986, writing Making Tax Choices in 1985; and served as Chief Economist to the House Budget Committee in 1991-92 and 2001-05, and staff director of the Joint Economic Committee in 1989-90. Recently, he served on the Bipartisan Policy Center’s Debt Reduction Task Force and the National Academy of Science’s Our Fiscal Future project, two national efforts to reduce the federal budget deficit. Minarik received three graduate degrees in economics from Yale University, earning his Ph.D. in 1974. He earned his B.A. in economics from Georgetown University in 1971. Minarik writes a regular post for CED’s blog, In the Nation’s Interest.
James Mitarotonda
Chairman, President and CEO, Barington Capital Group, L.P.
Board Member, Avon Products, OMNOVA Solutions and The Eastern Company
Mr. Mitarotonda is the Chairman of the Board, President and Chief Executive Officer of Barington Capital Group, L.P., an activist investment firm he founded in January 2000 that has assisted numerous companies in designing and implementing initiatives to improve long-term value. Mr. Mitarotonda is an experienced public company director. He currently serves as a director of Avon Products, Inc., OMNOVA Solutions Inc. and as the Chairman of the Board of The Eastern Company. Mr. Mitarotonda is a former director of The Jones Group Inc., The Pep Boys – Manny, Moe & Jack, A. Schulman, Inc., Register.com, Inc., Gerber Scientific, Inc., Griffon Corporation, Ameron International Corporation and Ebix, Inc., among other companies. Mr. Mitarotonda received an M.B.A. from New York University’s Graduate School of Business Administration (now known as the Stern School of Business) and a B.A. in economics from Queens College, where he is currently a member of the Board of Trustees.
Fri Nov 20, 1:40 PM – 2:30 PM ET
Activism’s New Paradigm: Shareholder Engagement in 2021 and Beyond
Activists have launched campaigns against companies of all sizes, institutional investors are more willing to cooperate with activists and historic takeover defenses have declined in effectiveness. Based on a Corporate Board Member survey this summer, directors expect an uptick in hostile takeovers and shareholder activism activity. This session will explore how boards should be thinking about this new shareholder engagement and activist landscape.
Yumi Narita
Executive Director of Corporate Governance
NYC Comptroller’s Office
Yumi Narita joined the Office of the Comptroller’s Bureau of Asset Management (BAM) as the Executive Director of Corporate Governance in the Corporate Governance and Responsible Investment Unit in December 2019. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $215 billion in assets (as of November 2019). In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to BAM, Ms. Narita was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team.
Thu Nov 19, 11:55 AM – 12:45 PM ET
Breakout 2: Putting the “Qualitative” into Your Incentive Plan
Investors are measuring performance beyond just bottom-line financial yardsticks. Learn how compensation committees are incorporating non- financial and intangible metrics into their incentive plans. This session will help you evaluate what ESG measures you should consider for your short- or long-term incentive plans, as well as how to establish corresponding measurable, quantitative goals.
Matt Paese
Senior Vice President
DDI
Matthew Paese, Ph.D., leads DDI’s Executive Services business, where he is a central architect of business services for executives, which have been applied in leading organizations across the globe.
With over 25 years of experience working with executives through all sorts of business challenges, Matthew brings countless stories of C-level success and failure, and insight from comparative data and research to help boards, CEOs, and senior teams carve pathways to success.
Having seen many great leaders and teams in action, Matthew combines experience, humility, careful listening, and deep respect for the unique nature of each person, culture, and business context.
Matthew is a prolific speaker for organizations including The Conference Board, SIOP, ATD, and SHRM, is the co-author of the book Leaders Ready Now: Accelerating Growth in a Faster World (2016), and its predecessor, Grow Your Own Leaders (2002). He has written many articles and research papers on wide-ranging topics across the leadership arena.
“I’m most passionate about helping top executives discover that small changes can lead to enormous improvements in business and culture. Leadership is hard enough, so leadership development shouldn’t make it harder. When done right, the development that surrounds executive succession, team effectiveness, and ongoing growth should feel energizing, and it should produce tangible results that cause leaders to ask for more. I’m most energized when I’m helping organizations make that happen.”
Thu Nov 19, 11:55 AM – 12:45 PM ET
Breakout 3: The Hallmarks of Effective CEO Succession Planning
With so many CEOs making a quick exit in recent years, it’s more important than ever for your board to have a succession plan in place well before you need it. Some boards perform the CEO selection process brilliantly while some repeatedly make the same mistakes. Wherein lies the difference? This session will explore the tenets of a strong CEO succession process, including the current CEO’s role, evaluation of internal and external candidates, and the board’s ultimate responsibility.
Stephen G. Parker
Partner, Governance Insights Center
PwC
Stephen Parker is a partner in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams and investors by helping them navigate the evolving governance landscape.
With more than 30 years of experience at PwC, Stephen has worked with many Boards of Directors to advise on a variety of complex matters, in the context of their companies’ operations, technical accounting and SEC and financial reporting. Stephen has specialized in working with energy and utility companies, and has also served non-profits and financial services companies during his career.
Stephen has contributed to several PwC white papers on accounting and reporting topics of interest to the energy and utility sectors and has been an instructor for internal and external continuing education courses . Going forward, Stephen will be the Governance Insights Center’s lead content expert on the Audit Committee Excellence Series.
Stephen is a Certified Public Accountant (licensed in Texas) and is a graduate of Texas A&M University with a B.B.A. in Accounting. He lives in Houston, Texas with his wife and has three sons.
Fri Nov 20, 11:40 AM – 12:40 PM ET
Committee Workshop 1: Audit
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
Alfredo Porretti
Managing Director and Head of Shareholder Advisory
Greenhill & Co., LLC
Alfredo Porretti joined Greenhill in 2019 as a Managing Director and Head of Shareholder Advisory, based in New York. Mr. Porretti has 15 years of relevant investment banking and legal experience. He was most recently at Morgan Stanley, where he was a senior member of the Shareholder Advisory team. Previously, he was at Lazard, where he was also a member of the Shareholder Advisory team from the time of its formation. He began his career as a lawyer with Cleary Gottlieb in Brussels and Washington, D.C., and later worked in the M&A team at Simpson Thacher in New York.
Fri Nov 20, 1:40 PM – 2:30 PM ET
Activism’s New Paradigm: Shareholder Engagement in 2021 and Beyond
Activists have launched campaigns against companies of all sizes, institutional investors are more willing to cooperate with activists and historic takeover defenses have declined in effectiveness. Based on a Corporate Board Member survey this summer, directors expect an uptick in hostile takeovers and shareholder activism activity. This session will explore how boards should be thinking about this new shareholder engagement and activist landscape.
Patrick Powers
Lead Consultant
Meridian Compensation Partners
Patrick has 10 years of experience consulting on all aspects of executive compensation strategy and design, as well as governance matters. His particular areas of focus include incentive design, pay-for-performance relationships, tax and accounting implications, and financial goal setting. Patrick co-leads Meridian’s accounting valuation team, serving as a firm-wide resource on valuation models for equity incentives (e.g., Monte Carlo). Patrick also assists clients across the firm as part of Meridian’s Performance Measurement Team, which does considerable research and analysis on metric selection, value creation, and goal setting. He has experience working with companies in a variety of industries, including technology, industrial manufacturing, media/advertising, retail, energy, automotive, cryptocurrency, and real estate. His clients range in size from small start-ups to S&P 500 companies. He has also worked with private companies, including those that are financed through private equity. Patrick is a frequent writer and speaker on emerging issues in executive compensation. He has spoken at numerous conferences, including those held by the Corporate Board Member and Equilar. Patrick holds a B.S. in Finance from Virginia Polytechnic Institute and State University and an MBA from the University of Chicago Booth School of Business. Patrick is located at the company’s New York, NY office.
Peter Reali
Senior Director, Responsible Investing
Nuveen, a TIAA Company
Peter Reali is a senior director and member of the responsible investing (RI) team at Nuveen, the investment management arm of TIAA. Nuveen’s responsible investing team is responsible for creating a firm-wide holistic RI vision, executing a unified framework across Nuveen’s multi-affiliate structure, and expanding strategic business relationships across the firm. Nuveen’s RI framework establishes the firm’s overall RI philosophy as well as guidelines for incorporating RI disciplines in investment decisions and new product development. Peter’s responsibilities include leading the engagement efforts across Nuveen by working directly with companies to discuss important ESG issues and developing standards for proxy voting. Prior to joining Nuveen, Peter led the corporate governance and proxy voting function at Lord, Abbett & Co and was on the corporate governance team at T. Rowe Price. From 2005-2013, he was the lead corporate governance analyst at TIAA-CREF. He holds a BS in Business Administration from Fordham University.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 2: ESG: Getting Materiality Right
What are the key questions your board should be asking management to identify and act on financially material sustainability risks and opportunities? This interactive session will help you define business-critical sustainability issues unique to your organization in order to link sustainability to financial performance. We’ll help you create dashboards for monitoring progress on the key ESG issues critical to investors.
Elad L. Roisman
Commissioner
U.S. Securities and Exchange Commission
Elad L. Roisman was appointed by President Donald Trump to the U.S. Securities and Exchange Commission and was sworn into office on September 11, 2018. Commissioner Roisman joined the SEC from the U.S. Senate Committee on Banking, Housing, and Urban Affairs, where he served as Chief Counsel. In that role, and as Securities Counsel on the Committee, he counseled Chairmen Mike Crapo (R-ID) and Richard Shelby (R-AL), as well as members of the Committee, on securities, financial regulation, and international financial matters.
Commissioner Roisman worked on drafting several pieces of legislation that became law and played an integral role in the drafting and negotiation of the Economic Growth, Regulatory Relief, and Consumer Protection Act. Before working in the Senate, he served as Counsel to SEC Commissioner Daniel M. Gallagher, focusing on enforcement and policy relating to the U.S. equity and fixed income markets, the asset management industry, and international regulation of capital markets. Prior to joining the SEC, he held positions as a Chief Counsel at NYSE Euronext and an associate at the law firm of Milbank, Tweed, Hadley & McCloy LLP in New York.
Commissioner Roisman earned his bachelor’s degree in History at Cornell University and his JD at the Boston University School of Law.
Amy Rojik
National Partner- Governance & External Communications
BDO
EXPERIENCE Amy has spent over 16 years with BDO as part of the National Assurance practice office. She founded and directs BDO’s Center for Corporate Governance and Financial Reporting, designed for financial executives and those charged with governance of both public and private companies. She is responsible for the development and presentation of a significant volume of BDO’s continuing professional education (CPE)-worthy webinar, on-demand and podcast programs and thought leadership pieces on a variety of matters related to corporate governance, including cybersecurity, fraud, succession planning, and audit quality. Amy further develops certain of our firm’s board of director forums as well as participates in external events for corporate directors. She also participates in the development and implementation of BDO’s national strategies and initiatives that support industry, business, technical, and client service goals. She is responsible for publication and issuance of BDO’s annual voluntary Audit Quality Reports and tools and templates supporting communications with our client Audit Committees. Amy currently serves as BDO’s Policy Lead to and participates on the Center for Audit Quality’s (CAQ) Advisory Committee and has assisted in CAQ initiatives, including audit committee communications and audit quality indicators. She has participated in the American Institute of Certified Public Accountants (AICPA)’s EDMAX forum for accounting firm learning specialists to share knowledge/practices on learning methods. She fully supports BDO initiatives aimed at flexibility, development, and career progression, and serves on the BDO’s Women’s Inclusion initiative and the Virtual Parenting Network as well as BDO’s focus on the audit of the future. Amy has a combined 11 years of prior Big Four firm public accounting experience serving manufacturing and high technology companies as well as private companies, primarily in the wholesale distribution and biotechnology markets. Such experience included assisting clients with public debt offerings and acquisition transactions. PROFESSIONAL AFFILIATIONS American Institute of Certified Public Accountants Massachusetts Society of Certified Public Accountants National Association of Corporate Directors – Governance Fellow EDUCATION M.B.A./M.S. in Accounting, Northeastern University B.A. in Economics and Psychology, Union College COMMUNITY INVOLVEMENT Scituate Soccer and Basketball Parent Organizations
Thu Nov 19, 2:30 PM – 3:20 PM ET
Breakout 1: The Future of Financial Reporting: Looking Beyond the Numbers
Audit committees have a responsibility to provide decision-useful financial reporting to investors. Emerging technologies are changing auditing processes, and regulators and investors are seeking more insight on non-GAAP financial measures and intangible indicators not included in historical financial statements. We’ll explore how audit committees should be rethinking their auditing and financial reporting processes in response to these new trends and changing expectations.
Dottie Schindlinger
VP of Governance & Technology Evangelist
Diligent
Dottie Schindlinger is Diligent Corporation’s GRC Technology Evangelist and promotes the intersection of governance, risk management, compliance and technology as a recognized expert in the field. Diligent is the leading provider of secure corporate governance and collaboration solutions designed to promote improved performance for boards and senior executives. In her role, Dottie provides thought leadership on related topics through digital and print publications, conference presentations, and workshops for board members and executives globally.
Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education, and nonprofit boards. Prior to helping found BoardEffect, Dottie spent 15 years working in governance-related roles, including as a board liaison, board member, senior executive, consultant and trainer of private, public, and nonprofit boards. Dottie’s efforts helped BoardEffect expand from a four-person tech start-up to become an industry leader in the board portal space — serving over 1,700 organizations and more than 120,000 board members and senior executives.
Dottie’s career has included roles as various as program development with the Pennsylvania Humanities Council, Director of Training & Education for the Nonprofit Center at La Salle University, and Associate Faculty of La Salle’s Communication Department, teaching Public Speaking to incoming first-year students. Dottie currently serves on the board of the Alice Paul Institute. She received BA from the University of Pennsylvania, and holds certificates in Management and Board Leadership from The Nonprofit Center at La Salle University.
Thu Nov 19, 10:50 AM – 11:35 AM ET
A Matter of Trust: How Boards Can Best Manage a Crisis
The past few years have provided corporate boards with several crisis scenarios to learn from. And by fall, we’ll have a handle on how the best companies fared in the greatest global crisis of our time brought on by the global coronavirus pandemic. The difference between a crisis handled well and a crisis handled poorly can have a lasting effect on an organization’s reputation, well beyond the crisis itself. So, how does the board move through a crisis and back to business as usual while keeping its reputation intact—or restoring it? You’ll learn the five worst things to do in a crisis…and what to do instead.
Board Member, CMS Energy, Spirit Airlines and Popular Inc.;
Chief Strategy and Trust Officer, Forcepoint
Myrna Soto is the Chief Strategy and Trust Officer for Forcepoint. Forcepoint is a global cybersecurity technology leader for user and data protection. Forcepoint’s behavior-based solutions adapt to risks in real-time and are delivered through a converged security platform that protects network users , cloud access, and prevents confidential data from leaving the corporate network, and eliminates breaches caused by insiders. Forcepoint creates safe, trusted environments for thousands of enterprise and government customers in more than 150 countries. Myrna serves on the Boards of CMS Energy/Consumers Energy (NYSE: CMS), Spirit Airlines (NYSE: SAVE) and Popular Inc. which operates under the brand names of Banco Popular, and Popular Bank (NASDAQ: BPOP). She is recognized as a Governance and Board Leadership Fellow by the National Association of Corp Directors. Myrna Soto recently served as COO of Digital Hands LLC. Digital hands is an award-winning managed security service provider (MSSP) focused on providing world-class security operations to customers and partners. She was responsible for Security Operations, Service Delivery, Sales, Customer Success, Marketing and HR. Myrna was also a Partner at ForgePoint Capital (Formerly known as Trident Capital Cybersecurity) and was a member of the ForgePoint Capital Investment Team. Myrna Remains a Venture Investor & Advisor for ForgePoint Capital. ForgePoint Capital is a venture capital fund focused exclusively on investing in Cybersecurity companies. Prior to joining Digital Hands & ForgePoint Capital Myrna served as Corporate SVP & GCISO (Global Chief Information Security Officer) for Comcast Corp. In her role, Myrna was responsible for all security & technology risk management for the Enterprise. Her scope of responsibility included over 54 business lines within the Comcast Portfolio. Myrna Served in her Role as Corp SVP & Global Chief Information Security Officer for 9 years. Myrna has had over 28 years of focused Information Technology/ Security experience and accolades within a variety of industries, including: financial services, hospitality, Insurance/Risk Management and gaming/entertainment. Prior to joining Comcast, Myrna served as CISO & Vice President of Information Technology Governance for MGM Resorts International (formerly known as MGM MIRAGE). She previously held senior leadership positions with American Express, Royal Caribbean Cruise Line, Norwegian Cruise Lines and Kemper Insurance. Myrna holds a bachelor’s degree from Florida International University, a Master of Science degree in Industrial Psychology, and a Master of Business Administration degree from Nova Southeastern University. Myrna also holds a Masters Certification in Program Management from George Washington University. She is the recipient of the 2015 CSO Compass Award and was named Information Security Executive of the Year in 2013 by ISE. CNET also named her one of the top 20 Most Influential Technology Latinos in 2014. She was recognized by SC Magazine as the Top 10 Power Players for Women in Security in , Top Women to Watch by Diversity Journal Magazine, named to the Top 100 CISOs list by Hottopics, and named to the Top 50 Women in Internet Security. She was recognized by Multi Channels News as a member of the 2017 “Wonder Woman” honoree class. In August of 2019 she was named to ALPFA’s List of 50 Most Powerful Latinas in Business for the third year in a row, ranked as #1 in 2019. She is a Maestros Awardee, Named to Women’s Inc Most Influential Corporate Directors, named by Bold Business as one of the Top 25 leaders in CyberSecurity and was named as one of the World’s Top IT Security Influencers by CISO Platform.
Reggie Van Lee
Chief Transformation Officer
The Carlyle Group
Reginald (Reggie) Van Lee is Chief Transformation Officer of The Carlyle Group, focused on helping the firm develop new and innovative ways to enhance business processes. He is based in New York, NY.
Prior to Carlyle, Mr. Van Lee served as an executive of Booz Allen Hamilton for 32 years where he oversaw the commercial solutions, federal health, global media and entertainment, computers and electronics, and telecommunications practice areas. He transformed the healthcare business into one of Booz Allen’s fastest growing and most profitable units and helped catapult the firm’s re-entry into the commercial business, leveraging their federal-based strengths in cyber security and advanced analytics. Prior to Booz Allen, Mr. Van Lee served as a research engineer with Exxon’s production research company.
Mr. Van Lee has and continues to serve on a number of non-profit boards, including the Washington Performing Arts, National CARES Mentoring Movement, John F. Kennedy Center for the Performing Arts, Studio Museum in Harlem, Executive Leadership Council, and Evidence Dance Company. He was named one of the top 25 consultants in the world by Consulting Magazine, selected as a Washington Minority Business Leader by the Washington Business Journal and named Black Engineer of the Year by Black Engineer magazine.
He holds a Bachelor of Science and Master of Science in Civil Engineering from MIT and an MBA from Harvard University.
Wed Nov 18, 3:15 PM – 4:00 PM ET
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.
Michelle A. Williams, SM ’88, ScD ’91, is Dean of the Faculty, Harvard T.H. Chan School of Public Health, and Angelopoulos Professor in Public Health and International Development, a joint faculty appointment at the Harvard Chan School and Harvard Kennedy School. She is an internationally renowned epidemiologist and public health scientist, an award-winning educator, and a widely recognized academic leader. Prior to becoming Dean, she was Professor and Chair of the Department of Epidemiology at the Harvard Chan School and Program Leader of the Population Health and Health Disparities Research Programs at Harvard’s Clinical and Translational Sciences Center. Dean Williams previously had a distinguished career at the University of Washington School of Public Health. Her scientific work places special emphasis in the areas of reproductive, perinatal, pediatric, and molecular epidemiology. Dean Williams has published over 450 scientific articles. She was elected to the National Academy of Medicine in 2016. The Dean has a master’s in civil engineering from Tufts University and master’s and doctoral degrees in epidemiology from the Harvard Chan School.
Fri Nov 20, 1:00 PM – 1:40 PM ET
Every business leader in the world is trying to make sense of the uncertainty brought about by the global coronavirus pandemic. How—and when–will it end? How is it really transmitted? What about a vaccine? What is the best way to keep my workers safe? My customers? My family? What are the less-known knock-on effects of Covid likely to be, and how might they impact business and the economy? And for how long? In this exclusive, candid conversation we’ll bridge the gap between public health and business, helping you build a strategy for 2021 and 2022 that’s based on cutting-edge science, not wishful thinking, undo paranoia or partisan politics. You will get to ask your most urgent questions and get blunt, evidence-based answers you can put to use in your boardroom right away. Walk away armed with facts and insights that will leave you better prepared to navigate the tricky discussions to come.1
David co-lead’s AlixPartners’ global cybersecurity, privacy, and digital investigation practice group and focuses on assisting clients in responding to technically complex regulatory and legal issues and coordinating internal investigations and fact-finding missions. As a former Am Law 100 commercial litigator, David leverages more than 25 years of professional legal, consulting, and technological acumen to help clients manage such crises as data breaches, complex legal disputes, and regulatory inquiries. He has overseen hundreds of digital investigations and provided expert-witness testimony on privacy, data security, and computer forensic topics. He has also lead data compliance assessments, security audits, and privacy program development and improvement projects at some of the world’s largest companies He is a Certified Cryptocurrency Forensic Investigator and a Certified Information Privacy Professional in both Europe and the United States, and a registered Patent Attorney with the USPTO with deep knowledge in the technical arts of computer information systems, database technology, computer forensics, AI and machine learning. He also serves on the Academic Advisory Committee for the Big Data Analytics program at Rutgers University.
Fri Nov 20, 10:50 AM – 11:30 AM ET
Roundtable 1: A.I. Privacy and Ethic Considerations
Gather with director peers and a subject matter expert to explore pertinent board issues.
Paul Winum
Senior Partner & Practice Leader, Board & CEO Services
RHR International
Dr. Paul Winum is a Managing Director and Global Practices Leader for RHR’s CEO Succession, Management Due Diligence and Executive Assessment services. He has been working to help organizations function more effectively for more than 25 years. His consulting experience ranges across the spectrum of RHR service areas including change management, executive coaching, team building, organizational development and private equity services including pre-merger due diligence and post-merger integration. He has consulted to companies across several dozen different industries ranging in size from small businesses to Fortune 50 conglomerates. Dr. Winum was a Senior Consultant in RHR’s New York office before taking on the Managing Director role in Atlanta. In 1999, he assumed the additional responsibilities of overseeing RHR’s field offices in Chicago and Toronto and now serves on the firm’s operating committee. In 2008, Dr. Winum was appointed Global Practice Leader for the firm’s CEO Succession Services.
Prior to joining RHR in 1991, Dr. Winum was the Chief Operating Officer of a large New York City non-profit organization, managing five service divisions and a consulting operation. He also helped build a business from the ground up that is flourishing almost three decades later and founded a philanthropic organization in support of a human services agency.
Dr. Winum received his Ph.D. and master’s degrees from the University of Notre Dame in Counseling Psychology. His undergraduate degree was a bachelor’s concentrating in Sociology and Psychology from Columbia University. Dr. Winum has published numerous articles in his field and has twice served as the chairman of the National Conference on Consultation to Business and Industry. He is a frequent speaker at business and professional meetings including the National Association of Corporate Directors and the American Chamber of Commerce Executives. In 2007, Dr. Winum was awarded diplomate status in Organizational and Business Consulting Psychology by the American Board of Professional Psychology and was elected as a Fellow of the American Psychological Association. He is also a Past President of the Society of Consulting Psychology and a two-time member of the editorial board of the Consulting Psychology Journal. He has served on several boards including the Board of Directors for the Juvenile Diabetes Research Foundation where he chairs the Nominating Committee.
Thu Nov 19, 2:30 PM – 3:20 PM EST
Breakout 2: From Good to Great: Improving Your Board Assessment to Create a Higher-Performing Board
It seems so straightforward, yet many boards fall short in their efforts to conduct an effective board evaluation. Done properly, a board assessment is not a report card for the board as a whole or for individual directors. Instead, it should be viewed as a tool for continuous improvement and learning. This working session will take directors through five key principles of an effective board evaluation process.
Dawn Zier
Director, Hain Celestial and Spirit Airlines
Former CEO, Nutrisystem
Best known as CEO of Nutrisystem (Nasdaq: NTRI) and for engineering the turnaround of the iconic brand, Dawn doubled revenues and increased profit 4-fold and market cap 6-fold during her tenure. She pursued a multi-brand strategy, focusing on digital transformation and innovation, that drove dramatic customer growth and lifetime value, leading to the sale of the Company to Tivity Health (Nasdaq: TVTY) in March of 2019. Dawn currently serves on the Board of Directors for the Hain Celestial Group (Nasdaq: HAIN) and Spirit Airlines (NYSE: SAVE) where she chairs the Nominating and Corporate Governance Committees. She also has significant Compensation and Audit Committee experience. Backed by two master’s degrees from MIT and extensive global experience, she has her finger on the pulse of the consumer and enjoys speaking at major universities and conferences on leadership and governance. Her distinctive “facts-based” management philosophy and approach to building recurring revenue models combines a deep understanding of analytics, market trends and direct-toconsumer/digital marketing with a trained engineer’s passion for precision and data. Her work has been chronicled in major publications including the Wall Street Journal, New York Times, and Philadelphia Inquirer, and she has appeared on CNBC, CBS, Fox Business News and Bloomberg TV. Over the course of her career, Dawn has received numerous awards, most recently being recognized as an EY Entrepreneur Of The Year®, a member of Institutional Investor’s All-America Executive Team, and a member of Fortune’s Most Powerful Women. Earlier in her career, she spent time at AT&T and Chase before heading to Reader’s Digest (now Trusted Media Brands) and assuming global roles, including President of International and President of Global Consumer Marketing.
Thu Nov 19, 3:30 PM – 4:20 PM ET
Breakout 3: Would Your M&A Transaction Withstand a Shareholder Challenge?
This breakout session will explore how boards can influence the success of M&A transactions. Going beyond the execution of fiduciary duties, directors today are increasingly involved in ensuring that a proposed deal aligns with company strategy and is supported by a robust due diligence process. Learn what deal issues shareholders are most sensitive to so you can minimize potential deal-related litigation concerns.
Angela pioneered the application of machine intelligence to business leadership and strategy. She is a highly regarded leader with more than 25 years of experience in artificial intelligence (AI) and other areas of digital consulting, including machine learning, data solutions, and related tools. Angela works with clients to help them implement robust and sophisticated digital solutions that drive effective, data-led decision making. She specializes in technology-based transformations, including cost reduction and efficiency efforts as well as capability-building and innovation-based growth plays. Angela is a frequent speaker on the power of AI and coauthor of “The Mathematical Corporation: Where Machine Intelligence and Human Ingenuity Achieve the Impossible,” an 800-CEO-Read Business Book Awards recommendation.
Wed Nov 18, 3:15 PM – 4:00 PM ET
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.