A counterintuitive finding from a new study published in October shows efforts to address racial and ethnic diversity continue to lag similar moves to create greater gender representation.
Corporate Board Practices in the Russell 3000, S&P 500 and S&P MidCap 400: 2021 Edition documents corporate governance trends at U.S. publicly traded companies, including information on board composition and diversity; the profile and skill sets of directors; and policies on their election, removal and retirement. The analysis is based on recently filed proxy statements and complemented by review of organizational documents. Participating in the study were The Conference Board, Debevoise & Plimpton, the KPMG Board Leadership Center, Russell Reynolds Associates, the John L. Weinberg Center for Corporate Governance at the University of Delaware and ESG data analytics firm ESGAUGE.
The importance of highlighting ethnic and racial diversity efforts to internal and external constituencies compelled, for the first time, most S&P 500 firms to disclose the makeup of their boards. Nearly 60% of S&P 500 firms included this information, versus 24% last year.
“Ensuring the racial (ethnic) diversity of board members will be an imperative for U.S. public companies in the next few years, as pressure from multiple stakeholders will only rise from here,” notes the report, coauthored by Matteo Tonello of The Conference Board and Paul Hodgson of ESGAUGE.
“In the last year alone, we have witnessed a social reckoning on a scale that was not seen before. The racial justice movement has galvanized consumers and employees. It has also become a catalyst for bold actions from legislatures and large institutional investors, ultimately urging corporate leaders to move DEI issues to the front and center of their corporate policy agendas.
“Board members and senior executives should help their companies navigate these business and social changes. They should appreciate the historical importance of this moment and embrace the values that underpin it. To do so, they should lead by example and address diversity imbalances in board composition and senior management. Those companies that do not yet have any diverse board members should make a clear, public commitment to change.”
Boards and management teams have had to contend with a host of new challenges precipitated or accelerated by the pandemic. The “great resignation” has made talent retention a top priority for companies everywhere in all sectors. At the top of the pyramid, this phenomenon of mass job volatility and empowered workers seeking a better deal comes with a corollary that governance expert Mark A. Pfister of the M.A. Pfister Strategy Group called “the great CEO swap out” in a recent article.
Pfister says that since March 2020, the putative start of the COVID-19 era, boards “have remained very cautious in throwing any additional fuel on the fire, especially when it comes to making changes within their senior leadership ranks.” Many CEOs, he opines, “even when not performing as expected or required have remained in their positions throughout the pandemic by boards that felt trapped and didn't want to increase organizational risk or create negative optics during an already difficult period.”
This, Pfister concludes, “is now changing, and changing fast.” And with change comes opportunity, especially — in this case — to alter the racial and ethnic composition of the board and the C-suite. And as the top goes, the rest surely must follow.
Those companies that fail to catch the wave on DEI will attract the wrath and criticism of shareholders, activists, competitors, regulators and watchdogs. One visible path forward, regardless of the current approach to racial and ethnic diversity, is to create a plan for evolving board composition and promoting that plan to all interested parties.
NADJA WEST
Johnson & Johnson, Nucor, Tenet Healthcare
Nadja West is the 44th Army Surgeon General and former commanding general of the U.S. Army Medical Command. She is the first Black woman lieutenant general in the U.S. Army's history. West serves on the boards of Johnson & Johnson, Nucor and Tenet Healthcare. She is also a trustee of the National Recreation Foundation and Mount St. Mary's University and serves on the boards of the Bob Woodruff Foundation, Americares and the Olmsted Foundation. West recently was appointed an independent director on the NCAA's board of governors.
West is a graduate of West Point. She earned her doctor of medicine degree from The George Washington University School of Medicine and Health Sciences and has an M.S. in national security and strategic studies from the National War College.
Board oversight of ESG: “Given the focus on providing effective and proactive oversight of a corporation's ESG strategy, it is imperative that the board has the view of how all efforts in the three pillars of ESG are embedded throughout the corporation's overall strategy. This requires the board to engage at a level that will allow the members to understand fully the culture of the organization and the commitment of leadership to ensure ESG initiatives are not relegated to items on a checklist. They must be inculcated into the fiber of the organization in a substantive and sustainable way.”
ADALIO SANCHEZ
Avnet, Inc., ACI Worldwide, Inc., Snap One Holdings Corporation, MITRE Corporation
Adalio Sanchez is a tech industry veteran with a strong history of transforming and growing large and complex global businesses. Sanchez spent 32 years with IBM Corporation, where he held various senior executive officer roles. During his tenure, Sanchez was instrumental in developing IBM's early personal computers, spearheaded the formation of the Bluetooth industry consortium that made wireless technology ubiquitous and oversaw the creation of several of the world's most powerful servers and supercomputing systems.
Following IBM, he was senior vice president of Lenovo Group and CEO of Quantum Corporation.
Now a seasoned board director, Sanchez currently serves on the boards of Avnet, Inc., ACI Worldwide, Inc. and Snap One Holdings Corporation. He is a member of the board of trustees of the MITRE Corporation and vice chairman of Florida International University's foundation.
Strategic oversight is a continuous process: “A board's role in strategy is a key fiduciary duty that, in today's highly disruptive and uncertain environment, requires a new level of increased focus. New technologies, new business models, customer behavioral shifts, new market entrants, regulation — and, as we have now learned, pandemics — are disruptive forces affecting every business in some form. Against this backdrop, transformation to address these challenges cannot be viewed simply as ‘a project.' Instead, it requires a new mindset of continuous improvement. Similarly, strategy needs to be a frequent discussion, evaluation, and course correction — a continuous process, not simply an annual event.”
JUDITH ATHAIDE
NB Power, TriSummit Utilities, HSBC Bank Canada, CMG Ltd.
Judith Athaide is an experienced director and former energy and utilities executive. As a global citizen who has lived in six nations, she is a passionate advocate for the contribution of diversity of experience to diversity of thought.
She currently serves on the boards of CMG Ltd., HSBC Bank Canada, NB Power (where she serves as lead director for Risk), TriSummit Utilities (where she chairs the HSE committee) and Sustainable Development Technology Canada. Past service includes chairing audit, HRC and nom/gov committees.
Athaide is a lifelong learner. In addition to having earned a B. Comm. (honors), an MBA, a B.S. in engineering and ICD.D designation from the Institute of Corporate Directors, she has earned a nuclear governance certificate from Emory University and a Certificate in AI: Implications for Business Strategy from MIT.
Diversity and Inclusiveness at the board table are strategic imperatives: “The challenges of climate change, the coronavirus pandemic and resultant economic devastation, the demands for racial justice, the adoption of digitization, the increase in cyber threats and the rising expectations of stakeholders require boards to bring their A-game to decision-making. Probing and insightful questions, born from differing experiences, helps organizations break away from groupthink to better understand and anticipate issues on the horizon. Inclusion and consideration of all perspectives helps organizations be agile, adaptive and resilient.”
DENISE R. CADE
Phillips 66, Teledyne Technologies, Inc.
Denise R. Cade is a strategic leader with a record of developing and executing business and capital market strategies at both the enterprise and business portfolio level for public companies. She has established governance standards and board membership criteria, recruited board members and spearheaded corporate social responsibility initiatives.
Cade serves on the board of directors of Phillips 66 and is a member of the audit and finance committee and the public policy and sustainability committee. In addition, Cade is a member of the board of Teledyne Technologies Inc., sitting on the audit committee and the nominating and governance committee.
In her current position as senior vice president, general counsel and corporate secretary of IDEX Corporation, Cade leads all legal, regulatory, compliance, information security/cybersecurity, ESG and corporate governance matters.
Rotating chairs leads to more creative thinking: “Committee and committee chair refreshment among existing board members is just as important as the addition of new board members. While a board member's particular expertise and experience may have influenced initial committee assignments, they should not be limiting. Too often, directors spend many years, and in some instances their entire tenure on a board, on the same committees. These are missed opportunities for such knowledgeable directors to provide fresh and different perspectives on other committees and to ensure continued engagement. Rotating committee leadership periodically is equally critical.”
LAUREN CHUNG
ADiTxt, Inc., UltraSight Inc., NorthView Acquisition Corp., Cure Pharmaceutical Holding Corp.
Lauren Chung has accumulated more than 20 years of experience across investment management, investment banking and advisory, governance and compliance. She brings a valuable perspective and deep knowledge for corporate strategy, operations, risk management and M/A, as well as extensive scientific insights.
Chung is a public and private company director and founder of Minleigh LLC. Her board service and governance work include being an independent director and chairing audit, compensation, nominating and governance and special committees.
She holds a B.A. with honors in Biochemistry and Economics from Wellesley College, and a Ph.D. in neuropathology from Columbia University-College of Physicians & Surgeons. She is a Harvard Business School-certified corporate director.
Supporting the CEO: “A board-CEO relationship reaches maximum effectiveness only when based on mutual respect, trust and transparent communications. The board has the responsibility to challenge and question management constructively, while being supportive. Each board member is responsible for understanding their company's operational and strategic priorities, while also demonstrating trust by respecting the delineation between a board member's oversight responsibility and a CEO's management responsibility. A board that consists of independent directors with relevant and diverse experiences and perspectives as well as professional accomplishments is best equipped to provide the CEO with thoughtful guidance, advice, feedback and leadership to lead a successful company.”
LEO J. HILL
Ameris Bancorp, Transamerica Funds
Leo Hill is the lead independent director of Ameris Bancorp and Transamerica Mutual Funds. Hill joined Ameris' board in 2013, chairs its compensation committee and serves on the executive and corporate governance & nominating committees. Prior to becoming Transamerica's lead director in 2009, Hill chaired the board's governance and valuation committees and is currently a member of the audit and nominating committees.
As a former bank CEO, Hill accumulated decades of experience in business development, risk management and operations. He has served in leadership roles in numerous community organizations, including United Way and Take Stock in Children. These experiences provide Hill with valuable perspective on strategic, governance and operational issues facing companies as they navigate today's dynamic business environment.
Attracting, developing, and retaining diverse talent: “Corporate governance is no longer limited to matters such as board composition, executive compensation and stakeholder engagement. Companies must focus on strategies for identifying, attracting and retaining diverse talent while ensuring clear pathways for internal upward mobility. Cultivating a culture of inclusivity, where differences are celebrated, must be a continuous priority for boards. All employees, regardless of their diverse and varying backgrounds, should have equitable access to advancement opportunities, have a sense of belonging and know they are valued and appreciated. Companies that fully leverage the creativity, innovation and productivity more inherent in a diverse workforce will outperform those companies that do not every time.”
SELENA LACROIX
Renesas Electronics Corporation
Selena Loh LaCroix is a corporate executive and board member and a trusted advisor to global technology companies and others engaging in a digital transformation, building world-class organizations and boardrooms. She is vice chair within Korn Ferry's Global Technology practice. She serves on the board of Renesas Electronics Corporation as compensation committee chair. Previously, she served on the boards of Integrated Device Technology and the Dallas Symphony.
In 2020, she was honored by the Dallas Business Journal in its “Outstanding Directors Award” program.
LaCroix previously spent 20 years with premier law firms in Singapore and the United States and in-house in major multinationals. She was vice president and general counsel, Asia Pacific, at Honeywell International and served as senior counsel to Texas Instruments Incorporated.
The courage and experience to lead: “The pandemic has exposed the vulnerability of the global supply chain, the talent exodus and the need for rapid innovation and agility to manage complex and dynamic situations. It is imperative that directors provide support and guidance to leadership as it steers through the choppy waters in what is now the new normal. There should be a renewed emphasis for boards to examine their composition to ensure value by having a real balance of perspectives on the board. Do you truly have a boardroom that has the experience and courage to lead in the crisis and beyond?”
TONIE LEATHERBERRY
Zoetis, Inc., American Family Insurance Company
Antoinette (Tonie) Leatherberry is an advisor to many of the world's largest companies in the technology, retail and manufacturing industries. Following an early career as a mechanical engineer in the technology sector, Leatherberry became a management consultant in the 1990s and went on to become one of Deloitte's most sought-after global experts in information technology strategy and implementation, data analytics, IT due diligence and post-merger integration.
Leatherberry became the managing principal of Deloitte's $300 million Northeast regional data analytics practice, where she led a team of over 2,000 professionals. She also served as the president of the Deloitte Foundation, the mission of which is to drive initiatives to develop future leaders through education.
Leatherberry serves on the boards of Zoetis, Inc. and American Family Insurance Company.
Environmental, Social and Governance (ESG) issues are top of mind: “For most boardrooms, ESG philosophy, approach and governance will continue to be influenced by new regulations and will witness varying approaches across organizations. To realize ESG outcomes, an organization must establish its objectives regarding ESG business performance and operational capabilities. Advanced technologies in analytics and global regulation scanning may enable efforts and establish ESG positioning. As ESG matures within companies, the need to refine measures, improve processes and enhance appropriate data capture and reporting in areas such as supply chain and carbon emissions concerns will require continued investment and oversight.”
SONYA MEDINA WILLIAMS
Papa John's International
Sonya Medina Williams serves as an independent director and member of the compensation committee and the nominating and governance committee at Papa John's International. She is a board member of the NBA's San Antonio Spurs Give, The Texas Tribune and Teach for Uganda and serves on the advisory council of the Nasdaq NextGen Board.
In her time as a director, Medina Williams has dealt with industry disruption, CEO transition and succession, mergers, acquisitions, complex financial structuring, international policy, global health crises, successful corporate rebranding and business turnaround.
Medina Williams began her career at the White House during the George W. Bush administration, where she was the first to report directly to both the President and First Lady in her dual role as Deputy Assistant to the President for Domestic Policy and Director of Projects for the First Lady.
Human capital as a top priority: “In a rapidly evolving world, along with the challenging repercussions of the COVID-19 pandemic, it is imperative for the board and company leadership to be aligned strategically and equipped to move the company into the future. This includes identifying human capital as a top priority. It is important that boards work to ensure that human capital strategy aligns with the company's business strategy and that a healthy and diverse corporate culture is developed throughout the entire company, from the board level to frontline employees. This leads to a strong corporate culture where long-term value creation, future-proofing innovation and successful business continuity are possible.”
THOMAS BOSTICK
CSX, Perma-Fix, HireVue
Thomas P. Bostick was the commanding general of the U.S. Army Corps of Engineers before retiring after 38 years of service. He then served as COO of Intrexon, a public biotech company.
Bostick is a director of public companies CSX and Perma-Fix. He is also a member of the HireVue board and the Fidelity Equity and High Income board of trustees. He is a strategic advisor for Ginkgo Bioworks.
Bostick is a licensed professional engineer, a member of the National Academy of Engineering and an affiliated scholar at Stanford University. A graduate of the U.S. Military Academy at West Point, he holds master of science degrees in civil and mechanical engineering from Stanford University and a Ph.D. in systems engineering from George Washington University.
You get what you measure: “An ESG strategy with metrics and success in achieving targeted milestones will make businesses better. The changes in our climate, our people and the governance of our businesses demand an effective ESG strategy. Members of corporate boards who focus on ESG will help drive long-term strategic value for stakeholders while making a positive contribution to society.”
WENDY KEI
Ontario Power Generation, Karora Resources, Noranda Income Fund
Wendy Kei is an accomplished finance executive with over 25 years of business experience in a variety of industries. She currently serves as board chair for Ontario Power Generation Inc., where she is the first female and minority chair in the company's history. She also chairs the audit committee for Karora Resources Inc. and Noranda Income Fund.
In 2020, Kei was named one of Canada's Top 100 Most Powerful Women and was honored as a Fellow Chartered Professional Accountant in Ontario. In 2016, she was selected as a Diversity 50 Candidate by the Canadian Board Diversity Council.
Kei holds ICD.D designation from the Institute of Corporate Directors and a bachelor of mathematics degree from the University of Waterloo.
Balancing the “E,” the “S” and the “G” in ESG: “In this post-pandemic environment, it is critical that boards balance and focus on all aspects of ESG in ways that put people first. We hear this not only from institutional shareholders, but also from our workforces. Environmental — drive climate change initiatives that create a healthier and more sustainable world. Social — embrace social justice, diversity and inclusion in the organizations we serve and the communities in which we operate. Governance — improve corporate governance standards and listen to and engage with our stakeholders.”
JANE LI
Semtech, Knowles, CTS Corporation, ServicePower
Jane Li has more than 20 years of experience in general management, strategy, M&A, product management, marketing and sales in the high-tech industry. Li is the former COO of Huawei Enterprises US. She was also general manager at Huawei Symantec US and Fujitsu Compound Semiconductor Inc. Li also serves as a strategic advisor and consultant to private equity firms such as Diversis Capital and The Gores Group.
Li has served on numerous public and private boards/advisory boards, advising companies in the SAAS, cloud and IT infrastructure, IoT and semiconductor markets. She brings a global perspective to business, guiding companies through cultural, political, branding, growth, digital transformation and technological challenges.
Li currently sits on the boards of Semtech, Knowles, and CTS. She also serves on the board of a private company, ServicePower.
Modern boardrooms need to stay agile: “Corporate boards are facing broader challenges in the modern era. As a board director, it's not enough to rely on experience. We need to stay current, stay curious and stay agile. On the product front, the pace of innovation is much faster and the demand for user-friendly products is much higher. On the corporate governance front, tech companies have a unique opportunity to leverage their technology portfolios and diversity in workforce to address ESG concerns. Boards can and shall play a significant role in helping the CEO/management team convert modern challenges to modern opportunities.”
JESUS MANTAS
Biogen Inc.
Jesus Mantas is the senior managing partner responsible for strategy, innovation and corporate development for IBM Global Business Services. Prior to this, he led IBM Business Consulting, IBM Global Process Services and IBM GBS Latin America. Before IBM, he was a partner in the high-technology practice of PricewaterhouseCoopers Consulting.
He is recognized for his track record anticipating trends, leading change, bridging cultures, developing leaders and delivering sustained business growth. He is the emeritus chair of IBM's Hispanic Diversity Council, an Independent Director of Biogen Inc., a board member of HITEC and an active member of the World Economic Forum's Global AI Council.
Mantas holds degrees in telecommunications, software engineering and business. He was a professor at the University of California, Irvine Graduate School of Management and served as an officer in the Spanish Air Force.
Every business becomes a technology business: “Boards continue to be challenged to evaluate new risks and opportunities. Digital transformation and cybersecurity have been a theme for years. New areas include AI ethics, algorithmic accountability and data privacy. And yet, the biggest risks often have more to do with how people use technology than with technology itself. Understanding human biases and how they are reflected in people's use of technology is a critical element to manage technology risks, including cybersecurity and AI. Board and management focus on culture and diversity is a critical element to anticipate and manage these new systemic risks.”
ERIC McKISSACK
Farmer Mac, Northern Trust's FlexShares ETF Funds, Morgan Stanley Pathway Funds
Eric T. McKissack, CFA, is an experienced portfolio management executive, entrepreneur and independent board member. As founder and retired chief executive officer of Channing Capital Management, he was at the helm of the Chicago-based investment manager for 15 years. He previously served as vice chairman and co-chief investment officer of Ariel Investments.
McKissack serves on the boards of Farmer Mac, Northern Trust's FlexShares ETF Funds (where he is chair), Morgan Stanley Pathway Funds, and McKissack & McKissack, a family and privately held engineering and design firm based in Washington, D.C.
His civic engagements include membership on the boards of Berkeley Haas School of Business and the Grand Victoria Foundation (which he chairs). McKissack is also a trustee of The Art Institute of Chicago and a member of the Economic Club of Chicago.
Key considerations for board members: “A confluence of events has led to an expanding view of best practices for boards and C-suite executives in 2022 and beyond. In addition to the COVID-19 pandemic, cybersecurity threats and greater focus on social justice, the emergence of the stakeholder model and ESG metrics is increasing the roles and responsibilities of corporate leaders. Some key considerations for board directors on this journey are the need for an effective partnership with the CEO, a clear view of the long-term strategy and risks of the corporation, and close attention to the evolving regulatory and shareholder climate. Ongoing board education is essential!”
PAMELA NEFERKARA
Hanna Andersson
Pamela Neferkara serves on the board of directors of Hanna Andersson. She is a former director of Cover FX Cosmetics and a member of the digital advisory panel of the publicly traded retailer Genesco. She volunteers on the Diversity Task Force at Strome College of Business at Old Dominion University and is the 2021 Portland co-chair of the Conversation on Diversity, 50/50 Women on Boards.
Neferkara brings over three decades of strategic brand marketing, digital, retail and ecommerce experience with Fortune 50 companies. She most recently served as the vice president of retail brand marketing, North America, for Nike and was the first GM of Nike.com.
Neferkara currently advises a broad range of firms and executives through her consultancy, Elmira Street Associates.
People at the center: “Never has it been more imperative to place our people, including employees, customers and consumers, at the center of board decisions. In a world inundated with data, truly effective boards are those who remember the humanity behind the numbers. Without understanding the human cost of our strategies, boards are missing a critical risk factor to successful ongoing operations. These discussions cannot be limited to an ESG group or task force. Today, successful strategic leadership requires that all directors dive deeper on mental health and welfare, diversity, inclusion, and societal and environmental impact at every step.”
CONNIA NELSON
Hudson Global, Inc.
Connia Nelson has experience in human capital management and business partnerships. As Lifeway's CHRO, she drives the people strategies that deliver key business outcomes. Previously, Nelson worked for Verizon Communications as SVP, human resources, leading HR for the Wireline business, and the corporate global HR Center of Excellence, where she led the Office of Ethics & Compliance. She was responsible for all HR strategies, employee engagement and culture.
Nelson is a director for Hudson Global, Inc., chairs the compensation committee and serves on the strategic planning committee and nominating & governance committee. Nelson is also a board trustee for Post University in Waterbury, Conn.
Nelson holds a bachelor's degree from Indiana State University and a master's degree from Dallas Baptist University.
Keys to good governance: “Tone at the top begins with strong corporate governance and plays a significant role in shaping company culture and its core values. The commitment to ethical behavior and compliance starts with selecting board members who operate with integrity, transparency, accountability and performance excellence. The character and competency of a healthy board that reflects company culture will drive a focused agenda for effective decision making and measurable long-term value. Onboarding new directors, maximizing their strengths and ensuring that a succession plan is in place for the future is essential to the continuity of good corporate governance.”
DANA TOKIOKA
Bank of Hawaii
Dana Tokioka serves as vice president of special projects at Atlas Insurance Agency, Inc., the largest insurance agency in Hawaii and a nationally ranked top 100 independent agency. Her decades-long career has focused on business law and strategy. In her current role she also oversees two foundations that support over 120 charitable organizations annually. She was recognized by Pacific Business News as a 2019 “Women Who Mean Business” honoree.
Tokioka has served on the private boards of IC International and Tradewind Capital Group. She was also board chair for the YWCA of Honolulu. She currently serves on the board of Bank of Hawaii. Tokioka holds a bachelor's degree from Tufts University and has an MBA and law degree from Georgetown University.
Assessing the new way of working: “COVID has changed the way we work and how we envision our work life. For many employees, the flexibility of working from home has provided a new way of ‘going to the office.' Many businesses are now evaluating what types of work arrangements will suit their organizations and how productivity, cybersecurity and employee engagement will be affected. Corporations and their boards must also analyze and discuss how these new work environments will impact their corporate strategy and culture, as well as the company's goals around ESG and diversity, equity and inclusion.”
ANNE SEMPOWSKI WARD
SPS Commerce, Vanda Pharmaceuticals
Anne Sempowski Ward is an independent director at SPS Commerce and Vanda Pharmaceuticals. She has served on the audit, nominating and governance and compensation committees.
Ward has spent half her career leading billion-dollar brands and building corporate growth strategies at P&G and Coca-Cola. The other half has been focused on creating shareholder value at entrepreneurial and PE-backed companies. She is currently the CEO of CURiO Brands, a PE-backed beauty, wellness and home fragrance company.
Ward is a well-rounded and transformational leader who guides people, brands and organizations through major growth and cultural change. A Detroit native, she holds a B.S. in mechanical engineering and an MBA from Duke University. She has also been a leader on various Duke boards for a decade.
Leaders of consequence: “As board directors, we must be leaders of consequence, not leaders of comfort. The comfortable path lies in the familiar. The consequential path lies in the unexplored. To ensure our boards are more effective, forward-looking and diverse, we must include the forgotten, ask the difficult questions and speak the unspoken, individually and collectively. The directors, boards and companies that will stand out over the next decade will be those that take the road less traveled. They recognize leadership and governance grounded in honesty, courage, intentionality, inclusivity and commitment to evolve will generate better returns for all stakeholders.
LORI-ANN BEAUSOLEIL
Brookfield Real Estate Income Trust, WPT Industrial REIT, Canadian Apartment Properties REIT, Slate Office REIT
Lori-Ann Beausoleil is a board director in both Canada and the United States. Beausoleil serves as a board member and audit committee chair of Brookfield Real Estate Income Trust, a board member and audit committee member of WPT Industrial REIT, a board member and audit committee member of Canadian Apartment Properties REIT, and a board member, compensation, governance and nominating committee member and audit committee member for Slate Office REIT.
She recently retired as a partner at PricewaterhouseCoopers Canada, where she was the national leader of the Compliance, Ethics and Governance practice and a real estate advisory partner.
She holds a bachelor of commerce from the University of Toronto and is a member of the Canadian Chartered Professional Accountants and the Chartered Professional Accountants of Ontario.
Constructing a quality board: “It is all about the caliber, competency, knowledge and perspective of the individual directors chosen. Boards that are best in class in corporate governance have diverse members in gender, race, competency and lived experiences. They bring a wide range of perspectives, not merely token representation. As companies face complex decisions resulting from the pandemic, disruption in the market, and barriers to profitable growth and risk management, a diverse board of directors can be a source of corporate strength, offering knowledge and insight that a non-diverse board cannot. The boardroom is changing, and that should be encouraging to CEOs and shareholders alike.”
JYOTI CHOPRA
Schneider National
Jyoti Chopra is SVP and chief people, inclusion and sustainability officer for MGM Resorts International. She leads HR and social impact and sustainability and serves as a liaison to the board of directors' CSR committee.
She has held senior roles at Pearson Plc., BNY Mellon, Deloitte Touche Tohmatsu Limited and Merrill Lynch & Co.
She holds a B.A. honors degree in journalism from New York University and an MBA with distinction from the Saïd Business School, University of Oxford. She completed the Securities Industry Institute at the Wharton School, University of Pennsylvania.
She is a member of the diversity advisory board for Toyota Motor North America, D&I advisor to the Spencer Stuart Global Leadership Team, and a member of the board of directors at Schneider National.
Develop a matrix to guide priority and investment: “One tool that can have a significant impact on decision making at the executive and board levels is a materiality matrix developed through a rigorous assessment process and managed through an internal ESG task force. The matrix ranks and prioritizes ESG issues by level of importance from the perspective of various stakeholders, including members of the board. It helps guide decision making as it relates to social impact and sustainability project prioritization and investment. This is valuable information and ensures that social impact and sustainability initiatives align to stakeholder expectations.”
DENICE TORRES
bluebird bio, Karuna Therapeutics, Glaukos, Resilience, Surface Oncology
Denice Torres has over 25 years of executive leadership experience in healthcare across the consumer, biopharmaceutical and medical device sectors. At Johnson & Johnson, she served as president of McNeil Consumer Healthcare and Janssen Pharmaceuticals, Neuroscience. She also served as chief strategy and transformation officer for medical devices. Before J&J, Torres had a successful career at Lilly, where she led a number of U.S. and global businesses.
Torres was named Healthcare Businesswomen's Association Woman of the Year in 2015. She is widely recognized for her expertise in business transformations, culture, and work in DEI.
Torres serves on the boards of bluebird bio, Karuna Therapeutics, Glaukos, Resilience and Surface Oncology. She is founder of The Ignited Company, a change management firm, and The Mentoring Place, a nonprofit organization.
On being an eternal student: “An effective board member can bring a reality-based understanding of the multitude of challenges facing organizations and the need to transform at an incredible pace. Courage, integrity, accountability and the ability to embrace risk are so important to board leadership. The challenge and the muddiness inherent in growing a business, and the call to make a difference for shareholders, companies, employees and customers, are great drivers of a passion for governance. The opportunity to be an eternal student should be motivational for all who seek to serve on a board. Standing still is simply not an option!”