Caroline A. Crenshaw, Commissioner, U.S. Securities and Exchange Commission
Caroline A. Crenshaw was appointed by President Donald J. Trump to the U.S. Securities and Exchange Commission, unanimously confirmed by the U.S. Senate, and sworn into office on August 17, 2020. Commissioner Crenshaw brings a range of securities law and policy experience to the SEC, along with a commitment to public service and the SEC’s mission. Most recently, she served as Counsel to Commissioners Kara Stein and Robert Jackson, focusing on strengthening investor protections in our increasingly complex markets.
Thursday, Sept. 23 | 1:10 – 2:00 pm ET
The SEC’s Enforcement Road Ahead, and What It Means for Your Board
The SPAC boom, diversity and inclusion, climate disclosure, proxy advisor regulation, ESG ratings, executive pay clawbacks, market infrastructure, cryptocurrency policies … there are no shortage of policy matters for the SEC to address. Under a new Administration and with a new Chair of the Commission in place, how will priorities shift? And how is the Commission adjusting its course to tackle enforcement in the year ahead? We’ll sit down with Commissioner Caroline Crenshaw, one year into her position, to explore the SEC’s priorities and enforcement strategy and how boards should be prepared to respond.
Emily Peterson Alva
Board Member, Alkermes, Amneal Pharmaceuticals, Inc. and Atlanta Life Insurance Company
Emily Peterson Alva is an experienced public and private company board member and an accomplished finance and corporate strategy executive. A former investment banker and Lazard M&A Partner, Emily serves on the corporate boards of Alkermes plc (Nasdaq: ALKS), Amneal Pharmaceuticals, Inc. (NYSE: AMRX), and the Atlanta Life Insurance Company. In addition to her board roles, Emily has more than two decades of notable corporate board experience leading transactions and strategic evaluations for Boards and leadership teams of Fortune 500 companies and growth companies alike.
Emily’s professional experience includes almost twenty years as an Investment Banker at Lazard (NYSE: LAZ). Over many years as a visible and trusted Lazard banker and corporate board advisor, Emily built a notable track record leading global corporations through complex strategic evaluations and M&A transactions representing, in aggregate, hundreds of billions of dollars in transaction value. During her Lazard tenure, Ms. Alva led corporate boards and leadership teams on initiatives impacting corporate strategy, growth and operations including business development and financial planning, as well as corporate transformations including mergers and acquisitions, capital markets transactions, capital structure evaluations and other significant partnership and restructuring transactions.
Today Emily is active as a strategy advisor to founders, boards and leadership teams of companies of many different profiles across industries. In addition to extensive board and corporate advisory work, Emily is a private investor and frequent speaker on topics related to M&A and Corporate Finance, Corporate Governance, Audit and Risk, and ESG.
Emily is a founding member of a Nasdaq Center for Board Excellence, Governance and Leadership Roundtable. Emily was selected for the NextGen Board Leaders, the EY Audit Committee Leaders, and Extraordinary Women on Boards. Emily is a member of PathNorth and was previously selected for the Council on Foreign Relations (CFR), Corporate Leaders Program, and was previously a CFR Term Member. Emily is a Board Member of the Mission Society of New York City and a faculty member at the Herndon Directors Institute.
Emily received a B.A. in Economics from Barnard College, Columbia University.
Friday, 9/24
2:05 – 2:55 pm ET
Breakout Session: The Board’s Role in Improving M&A Deal Outcomes
Pam Arway
Chairman of the Board, DaVita – Independent Director of the Year
Pamela M. Arway has served as Chair of the Board of DaVita Inc. since June 1, 2020. She joined the DaVita Board of Directors in 2009 and prior to becoming Board Chair, held the role of Chair of the Compensation Committee. Since May 2010, Ms. Arway has been a member of the Board of Directors of The Hershey Company, a chocolate and confectionery company, where she chairs the Compensation and Executive Organization Committee. Also since March 2014, she has been a member of the Board of Directors of Iron Mountain Incorporated, an enterprise information management services company, where she chairs the Compensation Committee.
From 2005 to 2008, Ms. Arway served as the President of the Japan, Asia-Pacific, Australia region for American Express International, Inc., a global payment services and travel company. Ms. Arway joined the American Express Company in 1987, and subsequently served in various executive capacities, including Chief Executive Officer (“CEO”) of American Express Australia Limited from 2004 to 2005 and as Executive Vice President of Corporate Travel, North America from 2000 to 2004. Prior to her retirement in October 2008, she also served as Senior Advisor to the American Express Company’s Chairman and CEO. Ms. Arway brings significant leadership experience as a global executive, with extensive management experience in the areas of marketing, international business, finance and government affairs. With her leadership as a Board Chair and Committee Chair on the boards of large public companies, Ms. Arway also brings significant experience in corporate governance and executive compensation related matters.
Thursday, 9/23
4:00 – 4:45 pm ET
Jared Berman
Partner, Meridian Compensation Partners
Jared has nearly 20 years of experience in executive compensation consulting. Prior to joining Meridian, Jared was with Mercer for eight years as a Consultant and Principal within the executive compensation practice. He has experience consulting in a broad range of executive compensation matters that include executive and director compensation benchmarking, compensation strategies and pay philosophies, long-term incentive plan design, short-term incentive plan design, executive supplemental benefits, severance benefits, and change-in-control benefits. Jared has a proven capacity to help solve executive compensation issues and manage complex projects.
Jared currently works with publicly traded and privately held companies across a wide range of industries including: advertising, automotive, banks and financial services, hotels and resorts, distribution, manufacturing, payment processing, REITs, restaurants, retail and steel.
In 2018, Jared was a featured speaker at both the Equilar Summit and Corporate Board Member conference. He is a frequent speaker at NASPP and WorldatWork regional chapter meetings (including in summer 2020 as past of an advanced director workshop for NACD). He is a member of the Beta Gamma Sigma Honor Society as well as the Society of Human Resource Management (SHRM) and WorldatWork. He is also a Certified Executive Compensation Professional as designated by WorldatWork.
Jared holds a B.S.B.A. in Finance from the Olin School of Business, Washington University, a M.B.A. in Finance and Human Resource Management from the Olin School of Business, Washington University and M.S.F. in Finance from the University of Michigan.
Friday, 9/24
1:00 – 1:50 pm ET
Ask the Experts: Regulatory and Shareholder Trends for 2022
From Say on Climate and Say on Pay to board refreshment, DE&I disclosures and company performance, this panel will weigh in on regulatory and shareholder trends for the year ahead. Where are we seeing the most activist activity, and how should your board be assessing your potential vulnerabilities? What will be the key message for the largest institutional investors in 2022? How are the rules of shareholder engagement between issuers and investors evolving? Don’t miss this opportunity to ask a respected panel of veteran board advisers your biggest questions about hot-button issues.
Maryann Bruce
Board Member, Amalgamated Bank
Maryann is an experienced independent director and Former Fortune 100 Division President & CEO with the expertise to identify and develop strategies that accelerate growth, maximize profits, and increase stakeholder value. The breadth and depth of her experience come from serving in executive and board leadership positions for start-ups and firms of various sizes and organizational structures.
Over the past decade, Maryann has served on a dozen public, private, mutual fund, advisory, and nonprofit boards giving her insight into different industries and enhancing her ability to identify key issues and ask thought-provoking questions. She currently serves on the audit and enterprise risk oversight committees of the board of Amalgamated Bank (NASDAQ: AMAL), the advisory board of RealBlocks (a VC-backed FinTech) and Chairs the Board of Wrestle Like A Girl (nonprofit).
In acknowledgment of her leadership and expertise, Maryann was honored by Directors & Boards as one of 20 accomplished female board members in Directors to Watch. US Banker also named her one of “The 25 Most Powerful Women in Banking” for her business vision, personal excellence, and professional integrity.
Maryann earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon’s Software Engineering Institute. Maryann graduated magna cum laude from Duke University with a BA in Economics.
Friday, 9/24
9:30 – 10:10 am ET
Strengthening Your Board’s Role in Strategy
One of the key responsibilities of a board is to approve corporate strategy and monitor management’s execution of strategic plans. Easier said than done perhaps? With the development of strategy, by its nature, largely in the hands of management, how can boards add significant value to the strategic planning process? Hear veteran directors’ advice on how you can “think like an activist” to question the status quo, challenge management assumptions, anticipate investor criticism, and help drive innovation.
Ray Cameron
Head of Investment Stewardship – 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.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Winning Your Say-on-Pay Vote in 2022
Kathleen Camilli
Board Member, Unifirst and AGF Investments
Ms. Camilli is the Founder and Principal of Camilli Economics LLC, providing corporations with detailed economic analysis to assist in their strategic plans and investment objectives. She has more than two decades of private and public sector experience and is a leading economic forecaster and independent economist. “Our Board is made up of experienced, knowledgeable and influential professionals from a variety of backgrounds,” said Goldring. “This diversity enables the Board to bring
perspective and insight to ensure our financial and corporate well-being.” Ms. Camilli sits on the board of the NYSE-listed Unifirst Corporation and is a strategic advisor to fintech start-up Tactile Finance. Her prior public company board appointments include NASDAQ listed Mass Bank, from 2004-2008. In 2014, she was named one of the “Directors to Watch” by Directors and Boards Magazine.
Before founding Camilli Economics in 2004, Ms. Camilli was the U.S. Economist at Credit Suisse Asset Management and Chief Economist at Tucker Anthony Sutro, where she was named one of the top forecasters in the U.S. for three years in a row by Business Week and the Wall Street Journal. She started her career at the Federal Reserve Bank of NY, and has also held positions at Chase Manhattan Bank, and Drexel Burnham Lambert. Ms. Camilli is a member of the Economic Club of New York, the National Association of
Corporate Directors, the National Association of Business Economists and the Forecasters Club. She received her BA degrees in both Economics and French from New York University.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: “Culture Eats Strategy for Breakfast”: Improving Board Oversight of Human Capital Issues
At its best, corporate culture supports a company in delivering on its strategy. But a bad corporate culture can seriously upend a company’s brand—and bottom line. Join this breakout to learn how your board can assess, track and monitor something that can seem quite intangible. Gain tips to avoid common pitfalls in board oversight of culture and what to do instead.
George Casey
Global Managing Partner, Shearman & Sterling
George Casey is head of Shearman & Sterling’s Global Mergers & Acquisitions Groupand an elected member of the firm’s Policy Committee. George has extensive experience in U.S. domestic and cross-border M&A transactions, venture capital financings, strategic investments and joint venture transactions, representing many of the largest U.S. and non-U.S. corporate and investment banking clients.
George has been recognized and recommended as a leading M&A practitioner by Chambers Global, Chambers USA, Legal 500 US, IFLR1000 and PLC Which Lawyer? and has been named to the Global M&A Network’s “Top 50: Global M&A Lawyers” list. The American Lawyer has named hima 2016 Dealmaker of the Year.
George is also a Lecturer in Law at the University of Pennsylvania Law School, where he teaches a course in mergers and acquisitions. He also gives regular guest lectures on US M&A at l’École de Droit de la Sorbonne –Université Paris I.
Friday, 9/24
2:05 – 2:55 pm ET
Breakout Session: The Board’s Role in Improving M&A Deal Outcomes
The panel will discuss how directors should provide oversight and guidance to management in acquisitions and divestiture transactions. Oversight is important both to have a “check” on valuation, deal process and plans for post-closing integration and also to comply with the board’s fiduciary duties. The panel will also discuss how directors should approach sensitive transactions where one of the directors or a major shareholder may have a conflict in a proposed M&A transaction.
Susan Chambers
Board Member, Berlin Packaging, Lead Bank and USA Truck; Former Chief People Officer, Walmart Stores
With over 30 years of experience in the manufacturing and retailing industries, Susan Chambers most recently served as Executive Vice President and Chief People Officer for Walmart Stores, Inc. (Walmart). From 2006 until her retirement in 2015, she was responsible for managing, attracting and retaining the world’s largest private workforce. Her duties during that time included the development and implementation of a CEO succession process that successfully transitioned two CEOs. Prior to 2006, she served in various positions at Walmart including SVP of Risk Management, Retirement and Benefits and VP of Application Development – Merchandising and Supply Chain Systems. During her sixteen year tenure, Susan was named to Fortune magazine’s list of the “50 Most Powerful Women in Business” five years in a row.
Prior to joining Walmart, Susan worked for 14 years with Hallmark Cards, Inc. in roles of increasing responsibility in I/T and Finance. She currently serves on the boards of Lead Bank, Berlin Packaging, USA Truck and the Kauffman Foundation. Susan graduated from William Jewell College with a BS in Systems and Data Processing.
Friday, 9/25
2:05 – 2:55 pm ET
Breakout Session: Anatomy of CEO Succession: What Boards Get Wrong, and How to Get It Right
Preparing for CEO and C-suite succession is one of every board’s most critical duties, yet many boards approach the topic informally, leaving them highly vulnerable to risk. Based on the experience of board members and experts who have led this process successfully, learn how to apply a powerful framework we call the “Anatomy of C-suite Succession” to build your succession strategy.
Doug Chia
President, Soundboard Governance LLC; Fellow, Rutgers Center for Corporate Law and Governance
Douglas K. Chia is the sole owner and President of Soundboard Governance LLC and Fellow at the Rutgers Center for Corporate Law and Governance.
Mr. Chia was previously Executive Director of The Conference Board ESG Center and continues to contribute to The Conference Board as a Senior Fellow. He is also a Fellow at the Aspen Institute Business & Society Program, Advisor to Foresight BoardOps, and Advisory Board Member of the ESG Professionals Network and PracticalESG.com.
Before joining The Conference Board, Mr. Chia served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson. Previously, he served as Assistant General Counsel, Corporate of Tyco International and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance in New York and Hong Kong.
Mr. Chia has held a number of central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission. He is currently a member of the Corporate Laws Committee of the American Bar Association, American Law Institute, National Asian Pacific American Bar Association, and Ascend Pan-Asian Leaders. Mr. Chia has received numerous awards and recognitions in corporate governance and has frequently appeared in the news media, including CNN, NPR Marketplace, The Wall Street Journal, Financial Times, Fortune, and The New Yorker.
Mr. Chia received an A.B. degree from Dartmouth College and a J.D. degree from the Georgetown University Law Center. Mr. Chia is a Trustee of the Historical Society of Princeton. He lives with his wife and four children in Princeton, New Jersey.
Friday, 9/24
1:00 – 1:50 pm ET
Ask the Experts: Regulatory and Shareholder Trends for 2022
From Say on Climate and Say on Pay to board refreshment, DE&I disclosures and company performance, this panel will weigh in on regulatory and shareholder trends for the year ahead. Where are we seeing the most activist activity, and how should your board be assessing your potential vulnerabilities? What will be the key message for the largest institutional investors in 2022? How are the rules of shareholder engagement between issuers and investors evolving? Don’t miss this opportunity to ask a respected panel of veteran board advisers your biggest questions about hot-button issues.
Kaley Childs Karaffa
Director of Board Engagement, Nasdaq
Kaley is the Director of Board Engagement at Nasdaq. Prior to Nasdaq’s acquisition of Center of Board Excellence (CBE) in October 2019, Kaley was CBE’s Vice President, Client Services, Business Development & Legal from September 2015 through 2019. In her current role, and under her role at CBE, Kaley advises boards and CEOs on corporate governance matters, board and director effectiveness, CEO and leadership evaluation and performance, board and management alignment, and compliance and risk matters. She works with public, private, and nonprofit organizations in a wide range of industries globally. Prior to joining CBE, Kaley served as General Counsel of Clarolux LLC. Before beginning an in-house practice, she practiced law in New York City with a focus in real estate, banking law, and litigation. Prior to attending law school, Kaley served as Program Director of Jefferson County Teen Court.
Kaley is currently the Chair of the Board of Trustees of the Northside Charter High School in Brooklyn, NY, serves on the patient advisory board for a privately held pharmaceutical company, and serves as on the Seattle Cancer Care Alliance Patient Safety Committee and Patient & Family Advisory Council. She served as Co-Chair of the CLE Committee of the North Carolina Bar Association Corporate Counsel Section from 2015 through 2017. Kaley founded and served on the Board of Directors of YP Civitan of Greensboro from 2013 through 2016. She received a Bachelor of Arts degree cum laude in Political Science from Samford University and a Juris Doctor from Pace University School of Law. Kaley is admitted to practice law in the State of New York.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Raising the Bar on Director Performance: An Interactive Board Evaluations Case Study
Join fellow directors for an interactive workshop in which we will review sample board evaluation results and discuss the outcomes and process improvements. Learn ways to create more effective action items from your board evaluation results and how to use the results to improve the process in future years. Share ideas with your peers to help you address difficult scenarios that may come out of the board evaluation process, and take away new ideas to raise the bar on your board’s performance and individual directors’ contributions.
Joan Conley
Senior Advisor on Corporate Governance & ESG Programs and Former SVP and Corporate Secretary, Nasdaq
Joan C. Conley is a Senior Advisor on Corporate Governance & ESG Programs at Nasdaq. On December 31, 2020, Ms. Conley retired from her role as Senior Vice President and Corporate Secretary at Nasdaq. In her former role, Ms. Conley was responsible for the Nasdaq Global Corporate Governance Program, the Nasdaq Global Ethics and Corporate Compliance Program, and the Nasdaq Educational Foundation. Ms. Conley also served as Managing Director of the Nasdaq Educational Foundation from 1994–2020 and founding Board Member of the Nasdaq Entrepreneurial Center from 2014–2020.
Prior to joining Nasdaq in 2001, Ms. Conley was the NASD (now FINRA) Senior Vice President and Corporate Secretary from 1994–2001 and Director of Human Resources from 1986–1994, having joined NASD as a Management Trainee in the fall of 1982. Ms. Conley began her career as a Business/Human Resource Analyst at Bentley, Barnes & Lynn Advertising Agency in 1978 and then joined the National Academy of Science as a Research Associate/Writer in 1980.
Ms. Conley holds a Master of Science, with honors, in Industrial & Labor Relations from Loyola University of Chicago and a B.A. in Communications and Economics from Dominican University. Ms. Conley is a longstanding member of the Society of Corporate Governance Professionals, the Advisory Board of the Harvard Law School Corporate Governance Forum, and the Economic Club of Washington, D.C. Ms. Conley has served, for decades, on the Board and Audit Committees of several non-profit organizations, including the Board of Don Bosco Cristo Rey High School, the Board of the Christ Child Society, and the Finance Council and Audit Committee of the Archdiocese of Washington. D.C.
In 2020, Ms. Conley received the Lifetime Achievement Award for Corporate Governance and the Best Proxy Statement Award for a Large Cap Company from Corporate Secretary Magazine.
Friday, 9/24
3:05 – 4:00 pm ET
Onboarding and Orientating New Directors: Creating A Dynamic Program Lasting Impact Beyond the Board Manual
Discover how proper onboarding mapped out as a continuous process can ensure that a new director is in critical alignment with management, the board, and stakeholders. Learn how the initial orientation event and comprehensive multi-year onboarding program can indoctrinate a new director into every aspect of the company’s business, culture, and the competitive environment it operates in, thereby facilitating meaningful contributions from directors and growth in long-term value for shareholders. Exchange ideas on the key components of your company’s onboarding process and how they help a new director shorten the learning curve and quickly become a meaningful contributor to the work of the board.
Brock Dahl
Counsel, Freshfields; Deputy General Counsel, National Security Agency
Brock is Counsel in Freshfield’s Washington, D.C. and Silicon Valley offices, where he focuses on guiding clients through complex cybersecurity, advanced technology development, data privacy and strategy, and regulatory issues.
Brock brings cutting-edge technology, cyber and data experience to the firm after spending several years with the National Security Agency (NSA) and earlier years in Silicon Valley. In his most recent position of Deputy General Counsel, Operations at the NSA, he advised the NSA’s leadership on how to achieve their mission objectives within the boundaries of state, federal, and international cyber, privacy, and national security laws. He has a deep understanding of advanced technologies and how to manage the legal and practical challenges that they raise and has been at the forefront of the government’s response to many of the most significant, global cyber incidents in recent years.
Prior to serving as counsel at the NSA, Brock practiced at international law firms, where he advised on data privacy, cybersecurity, government investigations and white-collar defense, and transactional issues. Brock also held several positions at the U.S. Department of Treasury, where he focused on economic crimes.
Brock has authored pieces and often speaks publicly on legal strategy regarding a variety of national security and cybersecurity topics. Particularly pertinent to the current data security landscape, Brock has written extensively on combatting organized criminality in liminal environments. He has also authored a fiction novel on pre-civil war Lebanon, titled The Third Force.
Friday, 9/24
3:05 – 4:00 pm ET
Breakout Session: Cybersecurity and the Rise of Ransomware
The harm caused by ransomware in 2019 was measured at 11.5 billion USD worldwide and is expected to grow to 20 trillion USD in 2021. This breakout will offer valuable lessons learned and tips for organizations to combat increasingly sophisticated ransomware attacks. Learn the key questions your board should be asking your security team about their strategy to create a cyber-aware culture.
Ralph de la Vega
Board Member, American Express, Amdocs Corp. and New York Life Insurance; Former Vice Chair, AT&T Inc.
Ralph de la Vega is the founder and chairman of the De La Vega Group which invests in and advices startup companies that have a noble purpose and solve difficult problems using innovative technologies. de la Vega is the former Vice Chairman of AT&T Inc. and CEO of Business Solutions & International. Previously, he was President and CEO of AT&T Mobility. Under his leadership, AT&T Mobility became one of the world’s leading smartphone and mobile Internet providers.
He serves on the boards of American Express Company, New York Life Insurance Company, and Amdocs Corporation. He is the former Chairman of Junior Achievement Worldwide and continues to serve on its board of directors.
He has received numerous awards recognizing his leadership, including induction into the U.S. Wireless Hall of Fame, the Atlanta Business Hall of Fame, and received the prestigious Global Innovation Award from the Goizueta Business School at Emory University. He is the author of the best-selling book Obstacles Welcome: Turn Adversity to Advantage in Business and Life (Thomas Nelson, 2009).
Mr. de la Vega has a bachelor’s degree in mechanical engineering from Florida Atlantic University (FAU) and a master’s degree in business administration from Northern Illinois University. He completed the Executive Program at the University of Virginia and received a Doctor Honoris Causa from FAU.
Friday, 9/24
9:30 – 10:10 am ET
Strengthening Your Board’s Role in Strategy
One of the key responsibilities of a board is to approve corporate strategy and monitor management’s execution of strategic plans. Easier said than done perhaps? With the development of strategy, by its nature, largely in the hands of management, how can boards add significant value to the strategic planning process? Hear veteran directors’ advice on how you can “think like an activist” to question the status quo, challenge management assumptions, anticipate investor criticism, and help drive innovation.
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.
Thursday, 9/23
2:00 – 3:00 pm ET
Unpacking Board Culture: How to Overcome the Most Common Biases
No boardroom has a perfect culture. Derailed discussions, dismissed opinions, side conversations, and dominating personalities pop up in every boardroom. Each director brings his or her own habits, preferences, past experiences, and individual biases that all impact the board’s culture and decision-making. In this interactive session led by PwC’s Governance Insights team will lay out how boards can spot the issues that may be holding them back. Join your peers to learn how to overcome authority bias, groupthink, status quo bias and confirmation bias.
Susan Fleming
Board Member, RLI Corp. and Virtus Investment Partners
Susan Fleming is a former private equity partner and university professor with a unique blend of extensive public (regulated) company board, corporate finance, human development, diversity, and start-up advisory experience across the insurance, asset management and hospitality sectors. Currently, Susan is a part-time Entrepreneur in Residence, an active angel investor, a speaker on gender diversity, and a corporate director. Her passionate, confident and warm personality promotes collaboration and strong relationships with those with whom she works, whether they are a corporate CEO/board colleague, an entrepreneur or a student. Susan possesses the courage and experience to raise concerns and opportunities in a collaborative and professional way in the boardroom. Highlights include:
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: “Culture Eats Strategy for Breakfast”: Improving Board Oversight of Human Capital Issues
At its best, corporate culture supports a company in delivering on its strategy. But a bad corporate culture can seriously upend a company’s brand—and bottom line. Join this breakout to learn how your board can assess, track and monitor something that can seem quite intangible. Gain tips to avoid common pitfalls in board oversight of culture and what to do instead.
Dorlisa Flur
Board Member, Sally Beauty Holdings and Hibbett Sports
Dorlisa Flur is a corporate executive and board director who is trusted to lead and advise companies through transformative periods to sustainable growth and value creation. She serves as director on two public retail boards, Sally Beauty Holdings and Hibbett Sports, and chairs the latter’s nominating and corporate governance committee. She is an independent
director and strategy committee chair for privately-owned U.S. Cold Storage. Dorlisa is also strategic advisor to Southeastern Grocers.
Before focusing on board service, Dorlisa held C-level roles in multi-billion dollar grocery, department store, and discount retailers, leading nearly every
operational function while enhancing their business models with advanced analytics, digital and broader technology and omnichannel transformation.
She transitioned into industry after 16 years with McKinsey & Company, where she was the first woman partner elected in the Southeast and later co-managed the Charlotte office.
A dedicated philanthropic leader and arts activist, Dorlisa has served on eight nonprofit boards, chairing four. Currently, she serves as past chair of UNC Charlotte Belk College of Business board of advisors
Dorlisa earned the NACD Directorship Certified™ credential in January 2020 and is president of the NACD Carolinas board. She received her MBA and Bachelor of Science degrees from Duke University
Thursday, 9/23
4:00 – 4:45 pm ET
Looking Back to Look Forward: The Art of Board Leadership in Times of Disruption
It is the board’s role to understand the risks and opportunities of disruption, make sure the company’s vision for both the near and long term is sound, and monitor strategy execution. We’ll sit down to unpack some of the key lessons from the past 18 months to help you confidently lead your organizations through the changes yet to come.
Ben Fowke
Executive Chairman & Former CEO, Xcel Energy
Ben Fowke is Chairman and CEO of Xcel Energy, one of the largest public utilities in the country. The Fortune 500 company, headquartered in Minneapolis, serves parts of eight states, providing electricity to 3.6 million customers and natural gas service to 2 million customers.
Widely respected in the industry, Fowke previously served as Chair of the Edison Electric Institute and sits on the boards of the Nuclear Energy Institute, Energy Insurance Mutual and Institute of Nuclear Power Operations. He is also a frequent contributor to important policy topics in Washington, D.C.
Fowke serves on the National Infrastructure Advisory Council (NIAC), representing the energy industry. The NIAC is a private-public partnership that advises governmental agencies on how to mitigate risk and ensure the integrity of the country’s critical infrastructure.
In recent years, Fowke testified before several Senate committees, providing his expertise on the industry’s cyber security preparedness, on Xcel Energy’s industry-leading Unmanned Aircraft System program, the need for a clean energy standard and the importance and limitations of battery storage solutions.
Fowke has also testified before Congress about the importance of hiring military veterans in the private sector following their service to our country. Xcel Energy has executed on aggressive hiring goals, ensuring that 10 percent of our new outside hires are military veterans. Fowke was honored with the Responsible CEO of the Year award from Corporate Responsibility magazine for Xcel Energy’s efforts to recruit and retain military veterans.
Fowke serves on the board of directors for Securian Financial. He is also active on several industry and community boards, including the Minnesota Business Partnership, and served as co-chair of the 2017 Greater Twin Cities United Way campaign with his wife, Kathleen. He was chosen as the 2018 Executive of the Year by Minneapolis-St. Paul Business Journal and the recipient of the 2018 Distinguished Citizen Award from the Northern Star Council of the Boy Scouts of America. Utility Dive named Fowke as its 2020 Executive of the Year.
Thursday, 9/23
4:00 – 4:45 pm ET
Looking Back to Look Forward: The Art of Board Leadership in Times of Disruption
It is the board’s role to understand the risks and opportunities of disruption, make sure the company’s vision for both the near and long term is sound, and monitor strategy execution. We’ll sit down to unpack some of the key lessons from the past 18 months to help you confidently lead your organizations through the changes yet to come.
Alan Goudiss
Litigation Partner, Shearman & Sterling
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 also a member of the firm’s Sports Group.
Friday, 9/24
2:05 – 2:55 pm ET
The Board’s Role in Improving M&A Deal Outcomes
The panel will discuss how directors should provide oversight and guidance to management in acquisitions and divestiture transactions. Oversight is important both to have a “check” on valuation, deal process and plans for post-closing integration and also to comply with the board’s fiduciary duties. The panel will also discuss how directors should approach sensitive transactions where one of the directors or a major shareholder may have a conflict in a proposed M&A transaction.
Eric Henken
Principal, FW Cook
Eric Henken has over ten years of executive compensation consulting experience and works with companies from a diverse mix of industries, company sizes, and life-cycle stages. He has experience partnering directly with compensation committees in the development of executive compensation programs that align the interests of executives and stakeholders.
He has recently worked with over 30 organizations on the calculation and communication of their CEO pay ratio disclosures. He is a featured speaker at national industry conference events.
Prior to joining FW Cook in 2018, he served as a director in Willis Towers Watson’s Executive Compensation practice.
Friday, 9/24
2:05 – 2:55 pm ET
Aligning Incentive Plans with a Company’s ESG Journey
Stakeholders increasingly expect companies to incorporate ESG into incentive plans, but how a company incorporates ESG should reflect where it is on its ESG “journey.” Join this roundtable with your peers and a subject matter expert to discuss how to design ESG metrics that align with a Company’s bespoke ESG strategy.
Niloo Howe
Board Member, Dragos and Recorded Future; Senior Fellow of Cybersecurity Initiative at New America
Niloofar Razi Howe has been an investor, executive and entrepreneur in the technology industry for the past 25 years, with a focus on Cybersecurity for the past 15. Ms. Howe is a Senior Operating Partner at Energy Impact Partners, a VC fund investing in companies shaping the energy landscape of the future. She also serves on the Board of Directors of Tenable (NASDAQ: TENB), Morgan Stanley Private Bank, NA and Morgan Stanley Bank, NA, Pondurance (as Executive Chair), Recorded Future, Swimlane, Tamr, and on the Board of Advisors of Dragos, Enveil, RangeForce, and Picnic Threat. She is a life member at the Council on Foreign Relations and a Fellow, International Security Initiative at New America, a nonprofit, nonpartisan think tank. Her non-profit work includes serving on the board of IREX, an international development and education organization working in over 120 countries focused on promoting social justice and lasting change, as Chair and as a Member of the Board of Trustees of the Smithsonian National Museum of Asian Art.
Previously, Ms. Howe served as Chief Strategy Officer and SVP of Strategy and Operations at RSA, a global cybersecurity company where she led corporate strategy, corporate development and planning, business development, global program management, business operations, security operations and Federal business development. Prior to RSA, Ms. Howe served as the Chief Strategy Officer of Endgame, Inc., a leading enterprise software security company, where she was responsible for driving market and product strategy, as well as leading marketing, product management, corporate development and planning. Prior to her operating roles, Ms. Howe spent twelve years leading deal teams in private equity and venture capital; first as a Principal at Zone Ventures, an early-stage venture capital firm in Los Angeles, and then as Managing Director at Paladin Capital Group, a Washington DC based private equity fund focused on investing in next generation security companies. Ms. Howe started her professional career as a lawyer with O’Melveny & Myers and as a consultant with McKinsey & Co.
Ms. Howe’s previous board roles include serving on the Board Directors of Initiate Systems (acquired by IBM), Courion Corporation (acquired by K1 Investment), Command Information (acquired by Salient), Safeview (acquired by L-3), Neven Vision (acquired by Google), Global Rights, an international human rights organization, as Chair, Sibley Memorial Hospital (a member of Johns Hopkins Medicine), as chair of its Investment Committee, and Sibley Memorial Hospital Foundation, as Vice Chair. Ms. Howe graduated with honors from Columbia College and holds a JD cum laude from Harvard Law School.
Ms. Howe speaks regularly on national security, cybersecurity, technology, innovation, corporate governance and corporate culture. She also created a TEDx talk entitled “The Gift of Exile” about the long-term opportunities that can arise from the most difficult challenges encountered in childhood for both the individuals who suffer the adversity and the communities that can accept and integrate such individuals. She is a regular judge at innovation competitions including the RSA Conference Innovation Sandbox Competition, the RSA Conference Launchpad Competition, and SINET16 Innovation Competition.
Friday, 9/24
3:05 – 4:00 pm ET
Breakout Session: Cybersecurity and the Rise of Ransomware
The harm caused by ransomware in 2019 was measured at 11.5 billion USD worldwide and is expected to grow to 20 trillion USD in 2021. This breakout will offer valuable lessons learned and tips for organizations to combat increasingly sophisticated ransomware attacks. Learn the key questions your board should be asking your security team about their strategy to create a cyber-aware culture.
Steve Klemash
Americas Leader, EY Center for Board Matter
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.
Friday, 9/24
10:10 – 11:00 am ET
Diana Lee
Director, Corporate Governance and; ESG Analyst, Responsible Investing,
AllianceBernstein
Diana Lee is Director of Corporate Governance and an ESG Analyst for AB’s Responsible Investing team. She oversees AB’s corporate governance efforts as a senior member of the Responsible Investing team. Lee also manages the firm’s proxy voting and governance policy and focuses on creating impact as an active manager through company engagements. In partnership with investors, she advises on market best practices on various governance topics for AB’s top global holdings, integrating them with relevant material environmental and social issues. Lee externally represents AB at the CII Corporate Governance Advisory Council and ICGN’s Global Governance Committee. Lee serves as a core member of AB’s Sustainable Employee Wellness Group Task Force, promoting ESG as an essential part of AB’s organizational culture. She holds a BS in finance with a minor in music composition from the Leonard N. Stern School of Business at New York University. Location: New York.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Winning Your Say-on-Pay Vote in 2022
Barbara Lopez Kunz
Board Member, Aptevo Therapeutics
Barbara Lopez Kunz is a healthcare executive inspired by socially-responsible organizations, such as the Drug Information Association (DIA), where she is currently the President & Global Chief Executive. Barbara has transformed DIA, helping the organization to further its mission of catalyzing knowledge creation to advance the development of safe, effective, and accessible patient therapies.
In a previous role as President of the Global Health and Life Science Business of Battelle, Barbara executed strategies to deliver the fastest growth in the organization’s history. Prior to Battelle, she held leadership roles at Thermo Fisher Scientific, ICI, DuPont, and PPG Industries. Barbara brings a multicultural, global perspective to her assignments, having worked in diverse markets spanning the Americas, Asia, and Europe. She started her career as a research scientist, an endeavor that resulted in her holding 14 patents.
Barbara has pursued her passion for children’s health by serving on the boards of a variety of public and not-for-profit organizations. Her current board assignments include chairing the board of Children’s National Research Institute and serving as a director on the boards of Children’s National Medical Center and Aptevo Therapeutics.
Barbara holds a Master of Science degree in Polymer Science from the University of Akron and is an alumna of the International Executive Program of the European Institute of Business Administration (INSEAD) in Fontainebleau, France.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Raising the Bar on Director Performance: An Interactive Board Evaluations Case Study
Join fellow directors for an interactive workshop in which we will review sample board evaluation results and discuss the outcomes and process improvements. Learn ways to create more effective action items from your board evaluation results and how to use the results to improve the process in future years. Share ideas with your peers to help you address difficult scenarios that may come out of the board evaluation process, and take away new ideas to raise the bar on your board’s performance and individual directors’ contributions.
Derrick Lott
M&A Partner, Shearman & Sterling
Derrick Lott is a partner in the Mergers & Acquisitions practice.
Derrick represents clients in a broad range of M&A transactions, including public and private transactions, negotiated and unsolicited transactions, carve-out sales, minority investments and joint venture transactions. In addition, Derrick advises Boards of Directors and management on corporate governance matters and securities laws, fiduciary duties and process issues that are unique to complex public company transactions in the TMT, industrial, healthcare, chemical, and financial sectors. Derrick also regularly represents investment banks in connection with financial advisory assignments.
He regularly represents corporate clients, including Altice USA, Amherst Pierpont, Boston Scientific, Bunge, GlaxoSmithKline, JetBlue and LiquidX, Inc .
Derrick was selected by The Deal as a “Rising Star” in The Dealmaker Quarterly.
Friday, 9/24
2:05 – 2:55 pm ET
The Board’s Role in Improving M&A Deal Outcomes
The panel will discuss how directors should provide oversight and guidance to management in acquisitions and divestiture transactions. Oversight is important both to have a “check” on valuation, deal process and plans for post-closing integration and also to comply with the board’s fiduciary duties. The panel will also discuss how directors should approach sensitive transactions where one of the directors or a major shareholder may have a conflict in a proposed M&A transaction.
Leah Malone
Director, PwC’s Governance Insights Center
Leah Malone is a 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. Leah has extensive experience in governance matters and regularly advises clients on issues including board composition, board diversity, shareholder engagement, activism and deals oversight, including preparing for and overseeing the IPO process. She also counsels executives and others on the board search process. Leah has authored a number of publications for the Governance Insights Center, including our Annual Corporate Directors Survey and Board Effectiveness: A Survey of the C-Suite, as well as papers on board culture, strategy, deals oversight and executive compensation, among others. Leah earned her B.A. from Georgetown University and her J.D. from Columbia University School of Law. Before joining PwC, she practiced law at Cleary Gottlieb Steen & Hamilton LLP for eight years, with a focus on executive compensation and public company governance.
Thursday, 9/23
2:00 – 3:00 pm ET
Unpacking Board Culture: How to Overcome the Most Common Biases
No boardroom has a perfect culture. Derailed discussions, dismissed opinions, side conversations, and dominating personalities pop up in every boardroom. Each director brings his or her own habits, preferences, past experiences, and individual biases that all impact the board’s culture and decision-making. In this interactive session led by PwC’s Governance Insights team will lay out how boards can spot the issues that may be holding them back. Join your peers to learn how to overcome authority bias, groupthink, status quo bias and confirmation bias.
David Lynn
Co-Chair, Corporate Finance | Capital Markets practice, Morrison & Foerster LLP; Former Chief Counsel, U.S. SEC Division of Corporation Finance
David M. Lynn is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Dave provides guidance to companies, underwriters, boards of directors, and other market participants on corporate finance and governance matters, as well as best practices for disclosure and compliance. In addition to being a leading authority on SEC issues, Dave is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”
Dave is co-editor of TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com, and The Corporate Executive, which are widely read sources on securities, governance, executive compensation, and corporate law matters.
Friday, 9/24
1:00 – 1:50 pm ET
Ask the Experts: Regulatory and Shareholder Trends for 2022
From Say on Climate and Say on Pay to board refreshment, DE&I disclosures and company performance, this panel will weigh in on regulatory and shareholder trends for the year ahead. Where are we seeing the most activist activity, and how should your board be assessing your potential vulnerabilities? What will be the key message for the largest institutional investors in 2022? How are the rules of shareholder engagement between issuers and investors evolving? Don’t miss this opportunity to ask a respected panel of veteran board advisers your biggest questions about hot-button issues.
Paula Meyer
Board Member, Mutual of Omaha, Diamond Hill Investment Group and First Command Financial
Paula Meyer began her career in the mutual fund industry with Vanguard in 1981 and left Ameriprise Financial in 2006 after a 25-year financial services career. Since 2007, she has focused on corporate board service. She served on the Board of Directors of the Federal Home Loan Bank of Des Moines from 2007 – 2017 and currently serves on three other corporate boards: Mutual of Omaha (Omaha, NE); Diamond Hill Investment Group – DHIL (Columbus, OH); and First Command Financial (Ft. Worth, TX). Meyer chairs the Compensation Committee for Mutual of Omaha, the Nominating/Governance Committee for Diamond Hill and the Finance/Capital Committee for First Command Financial.
Friday, 9/24
2:05 – 2:55 pm ET
Breakout Session: Anatomy of CEO Succession: What Boards Get Wrong, and How to Get It Right
Preparing for CEO and C-suite succession is one of every board’s most critical duties, yet many boards approach the topic informally, leaving them highly vulnerable to risk. Based on the experience of board members and experts who have led this process successfully, learn how to apply a powerful framework we call the “Anatomy of C-suite Succession” to build your succession strategy.
Maria Moats
Leader, PwC’s Governance Insights Center
Maria Moats is the leader of 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 25 years of experience at PwC, Maria is an Audit partner and has previously held important PwC leadership roles within the US firm. From 2011 to 2016 Maria served as PwC’s Chief Diversity Officer. After that role, and before becoming the leader of the Governance Insights Center, Maria served as Vice-Chair, Mexico & US Assurance Leader. In this capacity she oversaw PwC’s national Assurance practice. Maria has served as the lead audit engagement partner for a number of public companies and she is currently the Senior Relationship Partner on several companies across various industries. Maria brings extensive knowledge in governance, technical accounting, SEC and financial reporting matters to organizations and has a strong background in diversity and inclusion. She has held board roles with the March of Dimes (Dallas & Northern New Jersey) and currently serves on the Advisory Board of The University of Texas at El Paso – College of Business Administration and the Board and Audit Committee of Donors Choose. Maria is a Certified Public Accountant (licensed in Texas, New Jersey, New York & Massachusetts), is fluent in Spanish and is a graduate of The University of Texas at El Paso with a BBA in Accounting. Maria and her family live in New York.
Thursday, 9/23
2:00 – 3:00 pm ET
Unpacking Board Culture: How to Overcome the Most Common Biases
No boardroom has a perfect culture. Derailed discussions, dismissed opinions, side conversations, and dominating personalities pop up in every boardroom. Each director brings his or her own habits, preferences, past experiences, and individual biases that all impact the board’s culture and decision-making. In this interactive session led by PwC’s Governance Insights team will lay out how boards can spot the issues that may be holding them back. Join your peers to learn how to overcome authority bias, groupthink, status quo bias and confirmation bias.
Anne Mulcahy
Lead Director, Johnson & Johnson, Former Chairman & CEO, Xerox Corporation – Courage in the Boardroom
Anne Mulcahy was Chairman and Chief Executive Officer of Xerox Corporation (business equipment and services) until July 2009, when she retired as CEO after eight years in the position. Prior to serving as CEO, Ms. Mulcahy was President and Chief Operating Officer of Xerox. She also served as President of Xerox’s General Market Operations, which created and sold products for reseller, dealer and retail channels. Earlier in her career at Xerox, which began in 1976, Ms. Mulcahy served as Vice President for Human Resources with responsibility for compensation, benefits, human resource strategy, labor relations, management development and employee training; and as Vice President and Staff Officer for Customer Operations, covering South America and Central America, Europe, Asia and Africa. Ms. Mulcahy was the U.S. Board Chair of Save the Children from March 2010 to February 2017, and was appointed as a Trustee in February of 2018.
Ms. Mulcahy currently serves as the Nominating and Governance Committee Chair, as well as a finance and audit committee member. Her public board service includes Graham Holdings Company (Since 2008), LPL Financial Holdings Inc. (Since 2013) and Williams-Sonoma, Inc. (Since 2018). Recent public board service includes Target Corporation (1997-2017).
Thursday, 9/23
4:00 – 4:45 pm ET
Kathryn Neel
Managing Director, Semler Brossy
Kathryn Neel has more than 10 years of experience advising Board compensation committees and senior management teams on executive and non-employee director pay in both public and privately-held companies. Kathryn’s focus is on providing her clients with balanced advice that will lead to compensation design that supports the company’s mission and strategic vision and appropriately aligns pay and performance outcomes. Prior to joining the firm, Kathryn was a Principal at Frederic W. Cook & Co. and was a certified public accountant (CPA) with Ernst & Young LLP.
INDUSTRY EXPERTISE
Kathryn has worked across multiple industries including food and beverage, retail, apparel, financial services and pharmaceuticals and has served Fortune 500 companies as well as smaller public and private firms with a particular interest in advising family-owned/controlled companies.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Winning Your Say-on-Pay Vote in 2022
Philip Neiswender
Head of Board Engagement for the Americas and Asia Pacific Region, Nasdaq
Phil is the Head of Board Engagement for the Americas and Asia Pacific Region at Nasdaq. Prior to Nasdaq’s acquisition of the Center for Board Excellence (CBE), Phil was a founding investor and advisor to CBE and was the President and a member of the Board of Directors. Phil advises the board of directors and senior management at public, private, and not for profit entities. Phil’s clients are primarily in North America, APAC, and EMEA.
His blend of experience working at public companies and startups provides a unique perspective to advise clients on compliance and governance matters. Phil leverages this experience to help organizations address board composition and effectiveness, strategic alignment between the board and senior management, and other governance and compliance related matters.
Prior to joining CBE full-time, Phil held several senior leadership positions at both public and private companies, including Chief Operating Officer, General Counsel, and Corporate Secretary roles. Throughout his career, Phil has been sought out to advise his respective boards and management teams around legal, compliance, and governance matters. Immediately prior to joining CBE, Phil was Executive Vice President for Operations & Corporate Development, and Chief Legal Officer at Xevo, Inc. (purchased by Lear Corporation; NYSE: LEA), where Phil spent a significant amount of his time in Japan, Chief Operating Officer at Garagiste, Inc., and General Counsel, Vice President of Legal at BSQUARE Corporation (NASDAQ: BSQR). He also held both legal and business roles at Getty Images, Inc. during its season as a publicly traded Company (NYSE: GYI), and was an attorney at Graham & James, LLP and Riddell Williams, PS, in Seattle, WA.
Phil obtained his J.D. from the University of Virginia and his B.A. from the University of Washington. He is a member of the Washington State bar.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: Raising the Bar on Director Performance: An Interactive Board Evaluations Case Study
Join fellow directors for an interactive workshop in which we will review sample board evaluation results and discuss the outcomes and process improvements. Learn ways to create more effective action items from your board evaluation results and how to use the results to improve the process in future years. Share ideas with your peers to help you address difficult scenarios that may come out of the board evaluation process, and take away new ideas to raise the bar on your board’s performance and individual directors’ contributions.
Ed O’Boyle
Global Practice Leader, Gallup
Ed serves as Gallup’s Global Practice Leader. He oversees the research and innovation efforts of Gallup’s Workplace and Marketplace Practices. He is responsible for using Gallup’s leading-edge science and discoveries as a guide to drive impact and performance of Gallup’s clients. Ed was instrumental in developing the company’s Culture and B2B frameworks, which have generated increases in performance through customer engagement and impact. He also works as an executive advisor to several Gallup clients.
Prior to joining Gallup, Ed served in strategic leadership roles in brand management and innovation at Diageo, Capital One, and Frito-Lay. Ed earned his master’s degree in business administration from the University of North Carolina at Chapel Hill and his bachelor’s degree in business administration from Virginia Commonwealth University in Richmond, Virginia.
CliftonStrengths Top Five: Strategic | Individualization | Relator | Developer | Activator
Friday, 9/24
3:05 – 4:00 pm ET
Breakout Session: Why Employees Need a Seat at the ESG Table
ESG reporting standards have primarily focused on financial and accounting variables. While these are essential standards, subjective cultural elements are missing. The voice of the employee is missing. Join this interactive session to learn how the voice of the employee can drive ESG initiatives.
Matt Paese
Senior Vice President, DDI
Dr. Matt Paese is a globally recognized author, CEO coach, C-suite consultant, keynote speaker, and pioneer of many of today’s leading approaches for helping leaders succeed at the top. He is the lead author of Leaders Ready Now: Accelerating Growth in a Faster World (2016) and co-author of its award-winning predecessor, Grow Your Own Leaders (2002), which have shaped over two decades of impact in growing leaders into skilled, self-aware, compassionate enterprise executives. Matt is now Senior Vice President of Executive Services for DDI.
Matt has advised thousands of CEOs, senior teams, boards and C-suite executives in more than 20 countries across the world. He is sought-after for his expertise in CEO succession and onboarding, senior team effectiveness, board effectiveness, and executive succession and development. He has authored scores of articles and white papers, and has been featured in The Wall Street Journal, New York Times, Forbes, Fortune, Chief Executive, The Conference Board, and Human Resources Executive to name a few. His team’s research has generated countless insights and discoveries in C-suite leadership, executive team and individual effectiveness, and enterprise succession planning.
As an entrepreneur, Matt was one of several originators who launched DDI’s Executive Services business in 1995. DDI has since provided coaching, development, and consulting to hundreds of thousands of executives in more than 3,000 organizations worldwide. He has led the development and implementation of industry-leading solutions in the areas of executive assessment, coaching, team effectiveness, and board leadership. Matt is the principal architect of many DDI proprietary services, including Business Driver Analysis, Executive Focus CoachingTM, and the newly released Pressure Point CoachingTM, which is rapidly altering the global landscape of high-speed, just-in-time coaching for executives.
Matt holds both a Ph.D and M.A. in Industrial/Organizational Psychology from the University of Missouri-St. Louis, and a B.A. in Psychology from St. Norbert College in De Pere, Wisconsin. He is a member of the American Psychological Association (APA) and an active contributor to the Society for Industrial/Organizational Psychology (SIOP).
Before joining DDI in 1994, Matt was with Anheuser-Busch for four years, where he managed executive assessment and development programs throughout the corporation.
An avid fly fisherman, cyclist, barista, and closet drummer, Matt divides his time between St. Louis and New York, with his wife, Ellen, and children, Rachel and Louis.
Friday, 9/24
2:05 – 2:55 pm ET
Breakout Session: Anatomy of CEO Succession: What Boards Get Wrong, and How to Get It Right
Preparing for CEO and C-suite succession is one of every board’s most critical duties, yet many boards approach the topic informally, leaving them highly vulnerable to risk. Based on the experience of board members and experts who have led this process successfully, learn how to apply a powerful framework we call the “Anatomy of C-suite Succession” to build your succession strategy.
Dottie Schindlinger
Executive Director, Diligent Institute
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.
Friday, 9/24
9:10 – 9:30 am ET
Friday, 9/24
9:30 – 10:10 am ET
Strengthening Your Board’s Role in Strategy
One of the key responsibilities of a board is to approve corporate strategy and monitor management’s execution of strategic plans. Easier said than done perhaps? With the development of strategy, by its nature, largely in the hands of management, how can boards add significant value to the strategic planning process? Hear veteran directors’ advice on how you can “think like an activist” to question the status quo, challenge management assumptions, anticipate investor criticism, and help drive innovation.
Joseph Shalleck
Senior Managing Director, Galt and Company
Joe has over 20 years’ experience helping companies build the strategies and organizational capabilities to sustain winning shareholder returns. Joe has depth of experience in financial services, basic and engineered materials, industrial aerospace and consumer products. Joe co-founded Galt & Company and is the co-author of Beliefs, Behaviors and Results: The Chief Executive’s Guide to Delivering Superior Shareholder Value. Prior to consulting, Joe held engineering and management positions at Corning and General Electric.
Joe has a Master’s in Business Administration from the Wharton School of Business at the University of Pennsylvania and an Industrial Engineering degree from Lehigh University
Thursday, 9/23
4:00 – 4:45 pm ET
Jamie Smith
Associate Director, EY Center for Board Matters
Jamie Carroll Smith, Associate Director at EY’s Center for Board Matters, assists boards and committee members in their oversight roles by providing insights to directors tackling complex boardroom issues. She also assists institutional investors and other members of the governance community on emerging trends and long-term developments in corporate governance.
Jamie leads the Center’s investor outreach program. She helped create and launch the program in 2011, which has grown to more than 60 participants representing more than US$38 trillion in assets under management, including large asset managers; public, labor and faith-based funds; socially responsible investors; and other investor advisors and associations. Jamie also helps shape the Center’s products and content and lead the Center’s corporate governance dialogue events, which convene governance practitioners to share insights and experiences.
Jamie has presented on corporate governance issues to corporate boards and a variety of companies and organizations, including the Council of Institutional Investors, Broadridge, and the National Association of Corporate Directors. Recent panels and presentations include: board tenure and its connection to diversity and independence, proxy season developments and implications, trends in proxy statement disclosure, investor-company engagement and other initiatives, regulatory changes and long-term governance trends, and strategies for engaging investors as campaigns by activist investors increase in scope and influence.
Jamie has a deep background in corporate governance related research and has specialized in corporate governance since 2003. Prior to joining EY, Jamie worked with labor and public funds and their boards on proxy voting, corporate engagements and other governance initiatives at The Marco Consulting Group. She also managed shareholder proposal efforts for the International Brotherhood of Teamsters, and previously led research efforts at JMR Financial and the Center for Political Accountability. She began her career as a research analyst at the Investor Responsibility Research Center. Jamie is a member of the Council of Institutional Investors Markets Advisory Council and holds an MA from the University of Chicago and a BA from the University of North Carolina-Chapel Hill.
Friday, 9/24
10:10 – 11:00 am ET
Johnny C. Taylor, Jr.
President and CEO, Society for Human Resource Management
Johnny C. Taylor, Jr., SHRM-SCP, is President and Chief Executive Officer of SHRM, the Society for Human Resource Management. With over 300,000 members in 165 countries, SHRM is the largest HR professional association in the world, impacting the lives of 115 million workers every day.
As a global leader on the future of employment, culture and leadership, Mr. Taylor is a sought-after voice on all matters affecting work, workers and the workplace. He is frequently asked to testify before Congress on critical workforce issues and authors a weekly column, “Ask HR,” in USA Today.
Mr. Taylor’s career spans over 20 years as a lawyer, human resources executive and CEO in both the not-for-profit and for-profit space. He has held senior and chief executive roles at IAC/Interactive Corp, Viacom’s Paramount Pictures and Blockbuster Entertainment Group, McGuireWoods LLC, and Compass Group USA. Most recently, Mr. Taylor was President and Chief Executive Officer of the Thurgood Marshall College Fund.
He is a member of the White House American Workforce Policy Advisory Board and was appointed by President Donald Trump as Chairman of the President’s Advisory Board on Historically Black Colleges and Universities. He serves on the boards of the University of Miami, Jobs for America’s Graduates and the American Red Cross. He is licensed to practice law in Florida, Illinois and Washington, D.C.
Friday, 9/24
11:20 am – 12:10 pm ET
Breakout Session: “Culture Eats Strategy for Breakfast”: Improving Board Oversight of Human Capital Issues
At its best, corporate culture supports a company in delivering on its strategy. But a bad corporate culture can seriously upend a company’s brand—and bottom line. Join this breakout to learn how your board can assess, track and monitor something that can seem quite intangible. Gain tips to avoid common pitfalls in board oversight of culture and what to do instead.
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