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  • My Board Journey: Jay Hoag
    By Eve Tahmincioglu
    Director, Electronic Arts, Netflix, Prodege (parent company of Swagbucks), TripAdvisor, VICE Media, and Zillow. Founding general partner at TCV, a leading provider of capital to growth-stage private and public companies in the technology industry. You’ve said, “Investing in technology and w...
  • Transform Your Pay Program to Transform Your Business
    Issue: 2018 Second Quarter
    By Mark Emanuel and Kevin Anglim
    Redesigning pay bolsters growth.As the imperative for business transformation grows, so grows the need for redesigning executive pay.In one interesting case, a global industrial manufacturer faced both types of transformation in a single decade. At the start of the decade, it faced severe financial ...
  • Prepping the Board For Proxy Season
    Issue: 2018 Second Quarter
    By Stephen L. Brown
    Questions that should be on the agenda.With the 2018 proxy season in full swing, directors should be prepared to discuss and, as needed, respond to questions about board oversight on topics of importance to the company’s major investors.Several high-level themes related to board operations and boa...
  • Lawsuits & Board Liability
    Issue: 2018 Second Quarter
    By Doug Raymond
    Company policies to cover related costs can curb the hit to directors’ wallets.Directors — and particularly directors of public companies — are frequently sued. When misfortune strikes, the directors typically are the first targets of the ensuing investigations and lawsuits. In the past year, ...
  • Uncle Sam’s Tax Gift Basket
    Issue: 2018 Second Quarter
    How boards can capitalize on the bonanza, avoid the traps.By Maureen MilfordThe sweeping rewrite of the tax code in late 2017 is set to bestow a bonanza on U.S. corporations. Part of the gift basket from Uncle Sam is the biggest cut in the top corporate tax rate in U.S. history, slashed from 35...
  • Three CIO Communication Mistakes
    Issue: 2018 Second Quarter
    By Betsy Atkins and Terence Stacey
    What boards should focus on when working with tech leaders.The dialogue between corporate chief information officers and the boards of directors can be both enlightening and frustrating — often at the same time. The two of us have seen many boardroom discussions from both sides of the table and wh...
  • TOP OF MIND: What directors are thinking
    By Directors and Boards
    ROY DUNBAR, DIRECTOR: Humana Inc., Johnson Controls PLC, and SiteOne Landscape SupplyWe are in interesting times where M&A activity is favored by a rare combination of factors.These include companies having attractive currency both in cash and value of their stock, windfall earnings from the 201...
  • SURVIVAL GUIDE: How Ann MacDougall prepares for board meetings
    Issue: 2018 Second Quarter
    By April Hall
    Ann MacDougall: Director, Opiant Pharmaceuticals, Inc., and Atmos XRThe board of Opiant Pharmaceuticals has three to four in-person meetings a year, but there are also monthly calls and “out of schedule” meetings on particular topics given the opioid crisis, says Ann MacDougall, who chairs the c...
  • The Boycott Tweet
    Issue: 2018 Second Quarter
    By Directors and Boards
    A Twitter spat between a cable news provocateur and a school shooting victim over college rejections doesn’t seem like something that could embroil some of the nation’s biggest corporations, but that’s just what happened late last month.David Hogg — one of the Parkland Florida high school st...
  • CEO Pay: Gravity-defying
    Issue: 2018 Second Quarter
    By Robert H. Rock
    Every four to five years I comment in my Directors & Boards Publisher’s Letter on top management pay, which can be mystifying.My father, Dr. Milton L. Rock, who passed away this winter a month short of his 97th birthday, was instrumental in the professionalization of the field of human resourc...
  • The Business Case for Clawbacks
    Issue: 2018 Second Quarter
    By Kathryn Neel, Seymour Burchman, and Olivia VoorhisIn the world of corporate governance, a string of recent corporate scandals has highlighted the criticality of effective risk management and the potential financial and reputational harm that can result from inappropriate actions or ineffective ov...
  • The CEO Pay Seesaw
    Issue: 2018 Second Quarter
    Balancing CEO comp satisfaction, pay ratio disclosure fallout, and intensifying scrutiny over big and inequitable paychecks.By Eve TahminciogluFew boards would appreciate the recent national headline on Time.com: “This CEO Makes 900 Times More Than His Typical Employee.”The story focused on Mara...
  • A Social-Risk Tipping Point?
    Issue: 2018 Second Quarter
    Directors must weigh risks involved with joining social-outrage campaignsBy April HallIn a political climate where public opinion can turn on a dime, boards of directors need to consider a new business risk – “social risk.” Case in point, Delta Air Lines. After discontinuing its one-time disco...
  • Have Guns Become Weapons of Value Destruction?
    Issue: 2018 Second Quarter
    Large investment firms have leaders at gunmakers, retailers, etc., in their sights.By Jan Alexander“We share the nation’s grief over the in comprehensible and senseless loss of life at Parkland, Florida, and we share the desire to make our communities safer,” reads a letter that American Outdo...
  • Tribute to Geraldine Ferraro, businesswoman
    Issue: 2011 Third Quarter
    By Dr. Dee Soder
    Ed. Note: Geraldine Ferraro, the Democratic Party nominee for Vice President in 1984 and the first woman to appear on the Presidential ballot for a major political party, died in March 2011 at the age of 75. When not holding public office or running for a political seat she had a thriving set of inv...
  • View A Sample Issue (pdf)
    By Directors and Boards
    Download a sample .pdf of Directors & Boards Magazine.  (Note 10 meg file size.)  ...
  • The Directors Roundtables
    By Invitation Only to Serving Public and Private Company DirectorsRequest an invitation to Directors & Boards Magazine's Directors Roundtables, an invitation-only gathering of 100 public and private company directors and senior governance professionals for guided group discussions on hypothetica...
  • SURVIVAL GUIDE: How Tom Hofmann prepares for board meetings
    Issue: 2018 First Quarter
    By Directors and Boards
    Thomas HofmannDirector:West PharmaceuticalsFox Chase Cancer CenterTemple University HealthTechnology has long infiltrated the boardroom, including everything from board portal apps for tablets to filing sharing systems.Thomas Hofmann, the former CFO of Sunoco, Inc., and current director for West Pha...
  • Social-Good Deficiency?
    Issue: 2018 First Quarter
    By Eve Tahmincioglu
    Do we just lack the wherewithal to do the right thing?There have been calls from large investors and others to push directors to consider the greater good for society. And we’ve been giving it a lot of ink in our pages, including a cover package on environmental, social and governance issues (ESG)...
  • On the Table: Blockchain
    Issue: 2018 First Quarter
    By Robert H. Rock
    At the beginning of each year, Directors & Boards identifies the critical issues that will be “on the table” of upcoming board meetings. Our editors not only recognize those issues that will require heightened board attention, but also uncover those that could disrupt the way business is don...