Wednesday, September 13

9:00 – 9:30 am

Networking Breakfast and Registration

9:30 – 9:45 am

Welcome and Board Committee Peer Exchange Kick-off

9:45 am – 12:45 pm

Concurrent Peer Exchanges

Corporate Board Member’s Board Committee Peer Exchange provides an exclusive setting for public company directors and general counsel to share insights and solutions with their peers while discussing critical board leadership challenges and opportunities facing their organizations. There will be no press present at any of the Peer Exchange sessions, and there will be no record of session proceedings, ensuring a forum for candid, in-depth discussion. No Powerpoints and no sales pitches. Peer-driven, action-oriented conversations leading to tangible takeaways. Participants are divided into small peer groups based on their board position and their company’s annual revenue. Seasoned advisers will help facilitate robust conversations.

Prior to the event, Corporate Board Member will solicit input from confirmed participants to develop the most relevant agenda for each committee session.

Peer Exchange Groups Include:

– Audit Committee
– Compensation Committee
– Nominating/Governance Committee
– Lead Directors and Board Chairs
– General Counsel

12:45 - 2:00 pm

Networking Lunch

2:00 - 2:10 pm

Boardroom Summit Welcome

2:10 - 3:00 pm

The Loyalty Effect: How a Customer Focus Will Help You Beat the Market

Fred Reichheld, Founder of Bain & Company’s Loyalty practice, Author, Winning on Purpose, Net Promoter 3.0 and The Loyalty Effect

In our annual What Directors Think study, 49% of directors said customer satisfaction is the best indicator of a company’s performance in today’s environment—ahead of long-term total shareholder return or achieving/exceeding earnings guidance. And no wonder. Data shows that companies that achieve their industry's highest Net Promoter Score (NPS) are not only customer-love winners, but they consistently beat the market, with annual shareholder returns that average more than 26%--almost triple the overall market average through the past decade. So how does a board help their company become a much more customer-centric company? What new metrics, frameworks and strategies can you adopt if you want to insure outsized performance in an era as volatile and fast changing as this one?

Fred Reichheld can help. The inventor of NPS has long studied how companies win when it comes to building customers into fans. Reichheld, author of Winning on Purpose, Net Promoter 3.0 and The Loyalty Effect, will join us to share his latest and most powerful insights yet into how to create a customer-focused organization with measurable KPIs that will ensure solid profits, empowered employees and long-term business success. 

3:00 - 3:50 pm

(re)Designing the Boardroom for Perpetual Uncertainty

Nigel Travis, Former CEO & Executive Chairman, Dunkin; Board Member, Abercrombie & Fitch and Advance Auto Parts
Kellye Walker, Chief Legal Officer and Corporate Secretary, Eastman Chemical Company; Board Member, Lincoln Electric Company and T. Rowe Price Funds
Barton Edgerton, Associate Director, EY Center for Board Matters
Kris Pederson, Leader, EY Center for Board Matters

According to a study by Corporate Board Member and EY, a majority of directors say they struggle to find adequate agenda time to thoroughly assess strategy, potential disruptors, and overall risk scenarios. And while many report seeing eye to eye with management on key risks, many report that they are misaligned with management on risk appetite. How can you close the gap and make the most of the board’s time and contributions to strategy? A panel of seasoned board members and former CEOs will help you reevaluate the board’s agenda, processes, and procedures to help ensure alignment with management . We’ll consider how boards can make more time on the agenda for deeper strategic discussions, how boards can streamline management expectations for board meetings, and how boards and management can better clarify—and align on—risk appetite. You’ll walk away with tangible strategies to create a more functional and well-run board.

3:50 - 4:15 pm

Networking Break

4:15 - 4:30 pm

Board Leadership Awards Image

5th Annual Board Leadership Awards

Sponsored by AlixPartners, our Board Leadership Awards recognize exemplary companies and individuals who go beyond the basic requirements of governance, regulation and compliance and serve as models for other companies and individuals to emulate. After another year of continued—and new—challenges, the 2023 Awards seek to shine a light on those boards who are making a positive impact serving all of their stakeholders—shareholders, employees, customers, partners and communities. We’re excited to showcase the very best in corporate governance at a time when great examples matter more than ever before:

Independent Director of Year: John Lundgren, Chairman, Topgolf Callaway Brands and Lead Director, Visa
Courage in the Boardroom: Microsoft Board of Directors
Greatest Impact on Corporate Boards: Jeff Sonnenfeld, founder and CEO, Chief Executive Leadership Institute, Yale School of Management

4:30 - 5:30 pm

The Art of Maintaining Long-Term Focus in a Short-Term World

John Lundgren, Chairman, Topgolf Callaway Brands and Lead Director, Visa
Sandi Peterson, Lead Director, Microsoft
Jeff Sonnenfeld, founder and CEO, Chief Executive Leadership Institute, Yale School of Management

Simon Freakley, Chief Executive Officer, AlixPartners
Dan Bigman, Editor, Corporate Board Member

Being a strong board leader requires bold decisions, especially in times of crisis and disruption. Balancing the push-pull of short-termism versus long-term needs, being a culture carrier, making sure you have the right people in the right seats on your C-suite team, and projecting resilience in the face of challenges—are just a few parts of the job of a director. We’ll sit down to unpack some of the key lessons from this year’s Board Leadership Award honorees to help you more confidently lead your own organizations to grow no matter the circumstances.

5:30 - 7:00 pm

Board Leadership Awards Celebration & Networking Reception

Sponsored by AlixPartners

Join fellow attendees for some festive networking as we celebrate our award honorees together!

Thursday, September 14

7:00 – 8:30 am


7:30 – 8:15 am

Breakfast Ask-the-Expert Roundtables (Concurrent)

Gather with director peers and subject matter experts to explore pertinent board issues in a small group setting to allow for ample Q&A and idea sharing.

Lenin Lopez, Corporate Securities Attorney, Woodruff Sawyer
Emily Maier, Senior Vice President, Head of Transactional Insurance, Woodruff Sawyer

Financially uncertain times tend to increase expectations on boards and their role in, among other things, overseeing management, business strategies, and risk. Join this roundtable discussion to learn about the types of personal risks and exposure most relevant to directors in the context of challenging economic times, ways to mitigate that risk, including how to ensure you are carrying out your fiduciary duties and avoiding conflicts of interest. As an example, boards and the companies they serve may consider transformational M&A as a way to drive growth and innovation. This isn’t without risk, especially potential risk to directors on an individual basis and the company itself. In this context, the group will discuss how D&O insurance can play a critical role in helping to avoid significant personal liability and can work in concert with representations and warranties insurance to protect the company. Additionally, the experts will touch on how other types of insurance, like tax opinion and litigation insurance, can reduce transaction risk.

Metin Aksoy, Managing Director, FW Cook

How do you optimize compensation plans to keep your executives motivated while aligned to the organization’s long-term goals. Join your peers to discuss LTI mix, vesting horizons, performance metrics, and the challenges around goal setting.  Gain a better understanding of emerging trends as well as critical factors compensation committees should consider as they evaluate alternative approaches to programs for senior executives.

Joan Conley, Senior Advisor on Corporate Governance and ESG Programs, Nasdaq (Former Corporate Secretary, Nasdaq)

Ideally, the onboarding process enables a new director to hit the ground running at their first board meeting. Proper onboarding also ensures critical alignment between management, the board and stockholders. Given those ambitious goals, there is much more to onboarding than asking a new director to read a manual and leaving them to tackle their role through trial and error. Join your peers to discuss the emerging governance issues that need to be top of mind for your new directors and how new directors can prepare themselves to contribute immediately.

8:30 – 8:35 am

Day 2 Welcome

8:35 - 9:20 am

When an Activist Knocks, How Do You Answer?

Peter May, Founding Partner and President, Trian Fund Management; Non-Executive Senior Vice Chair, The Wendy’s Company
Fred Reynolds, Board Member, Raytheon Technologies Corp. and Pinterest; Former Board Member, AOL, Hess Corporation and Mondelēz International, Inc.

Dan Bigman, Chief Content Officer, Chief Executive Group | Corporate Board Member magazine

While some companies are less likely to be targets, no company is completely immune from an active investor. Shareholder activism has proven to be a permanent part of the global capital markets and many activist engagements have created positive operating and strategic outcomes and substantial shareholder value . We’ll sit down with the co-founder of one of the most well-known activist funds to help you better understand overall objectives, engagement with boards and management teams and actions to take when the activist investor comes knocking.

9:20 - 10:20 am

Serving as a Cyber Steward: A Live Cyber Threat Simulation  

Matt Gorham, Leader, PwC's Cyber & Privacy Innovation Institute
Catie Hall, Director, PwC’s Governance Insights Center

As the sophistication level of cyber attackers continues to rise, there is no business, regardless of size or location, that isn’t at risk. Today’s ransomware attackers are well-funded, business savvy and deeply experienced in cybersecurity hacking methods—and a board’s duty of care requires it to provide—and now disclose—sufficient oversight.

Your stakeholders demand you do everything in your power to protect consumer data, and to also recover quickly from a breach or critical disruption. This session will help directors understand the latest cyber threats, engage in an interactive ransomware attack simulation, and learn what boards and companies are doing to prepare for regulatory changes.

10:20 - 10:40 am

Networking Break

10:40 - 11:30 am

Concurrent Breakouts (select one)

Divide into smaller working sessions with your peers and subject matter experts for deeper dives into critical board issues related to:

Timothy Bernlohr, Board Member, Atlas Air Worldwide, West Rock Company, International Seaway, Inc. and Skyline Champion Corp.

Kaley Karaffa, Head of Board Advisory, Americas, Nasdaq

Phil Neiswender, Head of Board Advisory for the Americas and Asia-Pacific Region Nasdaq

If your CEO evaluation process consists only of your CEO doing a self-evaluation or the compensation review, your board may be missing key opportunities. A robust CEO evaluation promotes strategic board-CEO alignment on corporate goals, fosters strong leadership and culture, and drives governance excellence. Join this interactive breakout discussion to learn how to implement a CEO evaluation process that maps the CEO’s strengths, weaknesses, opportunities and threats to the company’s short- and long-term strategy, and adds insights to conversations regarding CEO compensation. Explore the roles of different players in the process, including the compensation committee, CHRO, general counsel, independent board chair/lead director, and the full board and tips to create greater objectivity by directors. Gain tangible insights on how the board can use the evaluation process to encourage the CEO’s development and establish an early warning system to spot possible challenges, while creating an ongoing feedback loop that drives improvement and value.

George Casey, Global Managing Partner and Global Mergers & Acquisitions Practice Group Leader, Shearman & Sterling
James Hale, Board Member, ACI Worldwide, Mitek and Bank of Marin
Derrick Lott, Partner, Mergers & Acquisitions, Shearman & Sterling
Allan Goudiss, Partner, Shearman & Sterling

Part art, part science, there are fundamental elements that drive successful M&A outcomes, and the board plays an important role. We’ll sit down with a panel of seasoned directors who have sat on both sides of the deal to share their hard-earned lessons on doing diligence the right way, deal negotiations and key contract terms to reduce risk exposure, the keys to post-deal integration success, getting both teams aligned (quickly) – or knowing when to walk away from a deal. Gain invaluable insights to help your board influence better deal outcomes.

11:30 am - 12:30 pm

Networking Lunch

12:30 - 1:15 pm

Avoiding Blind Spots: A Forward-Looking Approach to Succession Planning

Paula Cholmondeley, Board Member, Terex Corporation, Bank of the Ozarks and Lexeo Therapeutics
Matt Paese, Ph.D., SVP, Board and C-Suite Services, DDI
Gaby Sulzberger, Board Member, MasterCard, Eli Lilly, Warby Parker and Cerevel Therapeutics; Former Chairman of the Board, Whole Foods

CEO tenure now averages about 5 years. In today’s hyper-fast environment, just as a new CEO settles into the role, it’s time to start thinking about potential successors. In practice, this means that CEO succession must be a continuous effort, not simply a periodic decision point. And picking the wrong CEO is a board’s nightmare. So how do you get it right in the first place? We’ll tackle the blind spots many boards have when taking on the high-stakes, high-risk task of CEO succession to help you avoid the missteps and be prepared for the future.

1:15 - 2:00 pm

Looking Ahead: How Boards Should Be Preparing for Proxy Season 2024, Now

Amy Rojik, National Managing Partner – Governance, Emerging Issues and External Communications, BDO
Elizabeth Bieber, Partner & Head of Shareholder Engagement and Activism Defense Freshfields Bruckhaus Deringer
Darren Moskovitz, Lead Consultant, Meridian Compensation Partners
Natalia Weaver, Managing Director, Joele Frank, Wilkinson Brimmer Katcher

Moderator: Paul Washington, Executive Director, ESG Center, The Conference Board

We’ll look back at where boards and investors collided in the 2023 proxy season, evaluate the key takeaways from shareholder voting trends, and then look ahead at the fundamental shifts likely to continue in the year ahead. Our panel of experts, all deeply entrenched in corporate governance, will present essential actions that directors should be taking proactively to identify any gaps, improve the quality of shareholder engagement and position themselves to win shareholder support.

2:00 - 2:20 pm

Networking Break

2:20 - 3:05 pm

Concurrent Breakouts (select one)

Divide into smaller working sessions with your peers and subject matter experts for deeper dives into critical board issues related to:

Eugenia Ulasewicz, Board Member, Signet Jewelers and Vince Holding Corp., Dufry, AG

Austin Vanbastelaer, Principal, Semler Brossy

The impact of visionary tech talent in driving radical transformation can help historically industrial companies execute growth plans through enhanced, “new-age” product offerings that in some cases were unimaginable only a decade ago. However, this unique—and small—talent pool can think and act differently from other executive-level talent, requiring a different approach to attracting and retaining them. How can more traditional companies lure these visionary executives away from the tech industry and integrate them into a culture that may significantly differ from Silicon Valley—or even a remote-first culture? This breakout will explore what boards can do to find, keep, and grow the tech talent needed to drive radical change. The dialogue will include considerations around differential pay for transformative tech executives, non-compensatory approaches to attracting this tech talent, and integrating outside tech leaders into the company’s DNA.

Adam Echter, Partner Simon-Kucher & Partners

According to Corporate Board Member and Diligent Institutes’ 2023 What Directors Think Study, public company directors remain very much focused on growth: 60% said growing revenues is a top priority, and 50% said increasing profitability. No matter the environment, pricing is a strategic discussion that should be on every board’s agenda. In this interactive breakout, we’ll help your board assess valuable lessons from the last year of inflation and answer important questions to help you help your management team drive growth in the year ahead:

-What did we learn from the recent inflation spike? And how can companies prevent getting caught off guard in the future?

-Has your management team pushed far enough with pricing? Probably not – so how can you make sure you are being competitive?

-How can you make sure your company is monetizing innovation to fuel future growth? If more than 70% of new products face plant, how do you make sure yours doesn’t?

Kai Liekefett | Co-Chair, Shareholder Activism and Corporate Defense practice, Sidley Austin

Alfredo Porretti, MD and Head of Shareholder Engagement at J.P. Morgan

Dan Moore, Partner at Collected Strategies

It can be unnerving when an activist investor privately contacts a board, or worse, publicly publishes a letter outlining its criticism or wages a proxy contest to replace the board. How is a director, CEO or GC supposed to react? In this simulation, attendees will walk through the phases of an activist campaign from their initial private outreach through either settlement or proxy fight. Alongside specialist activism counsel, investment bankers and public relations professionals are the two other critical advisors that companies. This session will help you learn how to navigate the complex dynamics of handling an activist, particularly since these actions play out in the public sphere.

3:05 - 3:10 pm

Return to General Session

3:10 - 4:00 pm

How AI and ChatGPT Will Upend Your Next Board Meeting

Alissa Lynch, Board Member, Pulmonx; Former Executive, Johnson & Johnson and Google
Florin Rotar, Chief AI Officer, Avanade

Artificial intelligence hit 2023 full speed with ChatGPT potentially changing the way we do everything in the future. With the excitement of the rapid advancements also comes many questions. What are the boundaries of a runaway technology? How do you make AI fair and unbiased? This session will help you cut through the noise and understand the opportunities and risks of AI that should be on every company’s radar—and why responsible AI is more important than ever.

4:00 pm

Event Ends