Lenin Lopez, Corporate Securities Attorney, Woodruff Sawyer
Yelena Dunaevsky, SVP & Partner, 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.
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.
Timothy Bernlohr, Board Member, Atlas Air Worldwide, West Rock Company, International Seaway, Inc. and Skyline Champion Corp.
Jonathan Foster, Board Member, Bed Bath & Beyond, Masonite International, Lear Corp, Berry Global Group and Five Point Holdings
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.
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:
Kai Liekefett, Co-Chair, Shareholder Activism and Corporate Defense practice, Sidley Austin
Dan Moore, Partner, Collected Strategies
Alfredo Porretti, Managing Director and Head of Shareholder Engagement, J.P. Morgan
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.
