September 21, 2022

For directors, it’s essential to understand a company’s finances and anticipate

September 20, 2022

Success with sustainability requires directors to drive bold action in a decisi

September 19, 2022

The practice will only grow as disclosure of climate-related data becomes more

September 16, 2022

Advanced preparation and optimal board personnel are key if you want to avoid a

September 14, 2022

There is now more flexibility for Delaware corporations to delegate equity awar


Mirion Technologies Inc.
Consolidated Communications Holdings Inc.
Broadmark Realty Capital Inc.
Ethan Allen Interiors Inc.


How a skilled board 'should manage an 'internal investigation


Paula Anderson and Claudius Sokenu are partners in the Litigation Group of law firm Shearman & Sterling LLP ( Anderson’s practice includes Foreign Corrupt Practices Act investigations, cross-border disputes, and M&A-related litigation. She regularly advises boards on compliance and corporate governance matters. Sokenu, a former Senior Counsel with the SEC’s Enforcement Division, has extensive experience handling matters requiring concurrent representation in the civil, criminal and political spheres. Jeremy Fancher, an associate with the firm, assisted in the development of this article.

The authors can be contacted at and

The Directors & Boards Survey: 2015 Proxy Season and Shareholder Relations Survey


A key focus of this year’s survey on shareholder relations and annual meetings was on the importance of proxy proposals to the overall governance process. And our director respondents tended to reflect three board categories of response.  

Many told us that such proxy proposals were not important at all to the overall governance process because the proxy proposals they have received were off the mark.

Women on private boards: Family companies lead the way

Research has shown that board diversity enhances corporate performance, and failing to address the gender gap can have both economic and cultural consequences. However, in most companies, both public and private, women directors remain remarkably underrepresented. While there is generally good data on boardroom diversity for public companies, there is still little to be found on how private company boards are addressing the gender gap. 

Bernie Tenenbaum is managing partner of Lodestone Global (, a firm that provides strategic guidance to chief executives of private and family-controlled enterprises considering forming or adding members to a fiduciary or advisory board. He can be contacted at William Tenenbaum, lead associate of Lodestone Global, provided research assistance.

Gender balance on boards: Five steps 'to achieve success


Janice Ellig (at left) is co-CEO of Chadick Ellig, an executive search firm based in New York City ( She focuses her practice on the recruitment of board directors, C-suite executives and divisional heads. Ilene H. Lang is a pioneering high-tech Internet executive and the former president and CEO of Catalyst, the research and advisory organization that seeks to advance women into business leadership (

The authors can be contacted at and

Bridging technology '(not generation) 'gaps in the boardroom


Technology gaps can exist in the boardroom when some, but not all, directors who serve on a common board are willing to change their personal practices and adopt new technology. These gaps can be intractable, meaning that a director is unwavering in his or her preference to continue to use printed board materials, or the gaps can be temporary, in that directors often adapt to new technology and new practices at different paces.

The authors can be contacted at and  

Recruiting the younger director: 5 practices to increase your odds of success

Boardrooms have long been the domain of executives in their 50s, 60s — and even 70s, now that more boards are loosening mandatory retirement limits. But many boards are also electing directors in their early 30s — very often younger entrepreneurs who are the leading lights of digital transformation. Competition for these younger directors is fierce because of the experience and perspective they bring regarding the forces shaping the economy. But recruiting them also brings risks because of differences in generational perspectives and expectations. 

Kim Van Der Zon leads the U.S. Board Practice at global executive search firm Egon Zehnder and is based in New York. She can be contacted at

Bringing aboard a younger director

Alex Schmelkin joined the board of United Stationers Inc. in 2012 at the age of 36. United Stationers, whose shares are traded on Nasdaq, is a leading wholesale supplier of business products with 2014 net sales of $5.3 billion. Schmelkin is CEO of Alexander Interactive (Ai), a New York-based firm that he founded in 2002 and grew from a small web agency to a full-scale web design and engineering company.

Alex Schmelkin joined the board of United Stationers Inc. in 2012 at the age of 36. United Stationers, whose shares are traded on Nasdaq, is a leading wholesale supplier of business products with 2013 net sales of $5.1 billion. Schmelkin is CEO of Alexander Interactive (Ai), a New York-based firm that he founded in 2002 and grew from a small web agency to a full-scale web design and engineering company. 

Welcome aboard to your 'youngster' 'on the board


Many seasoned directors have noticed the fairly recent minitrend, as chronicled in the business press, of much younger individuals being elected to big company boards (where the average age is 63). We are not talking here about successful corporate executives in their 40s, but rather entrepreneurs in their 20s or early 30s, often with little real business experience much less any board experience or even any meaningful tenure with a company having revenue or, dare we say, profits. One might think, why . . . and then, OK, how can we prepare them for this responsibility?

Dennis Cagan is a seasoned board director, high-technology executive and entrepreneur. He has served on 52 corporate boards, both private and public, predominately early and mid-stage technology companies. He has been a CEO and chairman of both public and private companies, a venture investor, consultant and professional board member for over 39 years. He has founded or co-founded over a dozen different companies, including his first software firm in 1968. He is a frequent contributor to Directors & Boards and speaker at the journal’s Private Company Governance Summit. Based in Carrollton, Tex., he was honored in 2013 by the National Association of Corporate Directors and the Dallas Business Journal as one of 12 Outstanding Directors in North Texas.

The author can be contacted at

'Flip Generation' 'leadership: On being a young director


Edie Weiner is president of Weiner, Edrich, Brown Inc., a leading futurist consulting group ( Formed in 1977, WEB serves clients ranging from national governments to Fortune 500 companies in identifying opportunities in strategic thinking, product development, marketing, investment, human resources, and change management. She is acknowledged as one of the most influential practitioners of social, technological, political and economic intelligence gathering. She has written four books, including the global bestsellers FutureThink [2005] and Supermanaging [1984]. At 29, she was the youngest outside woman ever elected to a corporate board. She has since served on dozens of corporate, nonprofit and advisory boards. 

The author can be contacted at 

CEO reviews: Helping the boss get better

The annual performance review. Many boards don’t take full advantage of them as a leadership-development mechanism for the CEO. But CEOs are no different from other employees: they need honest, direct and timely feedback. In the CEO’s case, getting unfiltered feedback from most people can be especially tricky, so a rigorous review by the board matters all the more.

Blair Jones and Seamus O’Toole are managing directors of executive compensation consulting firm Semler Brossy (

The authors can be contacted at and