DIRECTORS TO WATCH: Gender Diversity in the Boardroom
By Scott Chase

Law firms, investors and watchdogs keep the heat on.

“Board diversity and expanding the pool” are among the top issues that companies are being called upon to prioritize, according to a recent memo from the law firm Wachtell, Lipton, Rosen & Katz titled “Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship.”

Sabastian V. Niles, the memo’s author and a partner with the firm, advises boards to “advance board diversity in the self-assessment, recruitment, and nomination process, including, but not limited to, diversity in gender, ethnicity, race, age, experience, geographic location, skills and perspectives.” Where applicable, he recommends, “increasing the size of the board to accommodate new talent in advance of an incumbent director’s departure, including in the case of highly qualified diverse candidates.”

The mantle of diversity is taken up as well by investment companies and corporate governance watchdogs as a key marker of best practices.

Vanguard Research, in a recent commentary, cites four principles of good governance, leading with board composition, and including oversight of strategy and risk, executive compensation, and governance structures:

“We believe good governance begins with a great board of directors. Our primary interest is to ensure that the individuals who represent the interests of all shareholders are independent, committed, capable, and appropriately experienced.

“We also believe that diverse groups make better, more informed decisions and that, in turn, can lead to better results. That’s why we want to see highly effective boards whose directors bring diverse perspectives to the table. We seek to understand, through disclosure, a board’s mix of experience, professional expertise, tenure, and personal characteristics such as gender, race, age, and national origin and how that aligns with the company’s strategy. Boards must also continuously evaluate themselves and evolve to align with the long-term needs of the business.”

So, how does a board evolve that mix, with emphasis on gender, race, age, and national origin? WomenCorporateDirectors (WCD), along with KPMG LLP’s Board Leadership Center, recently tackled this mandate with specific steps companies can take to increase diversity at the board level.

“Directors have it in their hands to change the face of the boardroom,” says Susan C. Keating, CEO of WCD. “We can also reach back — to the leaders emerging in the organization — to drive change around diversity and inclusion in our companies and beyond.”

“Diversity of thought, background, and experience on boards of directors is essential in this era of change and disruption,” adds Susan Angele, senior adviser with the KPMG Board Leadership Center and WCD thought leadership commission chair. “Commissioners contributing to the report come from all over the world and have deep experience with diversity as a critical contributor to a strong board. Their wisdom, insight and practical suggestions are of deep value to directors seeking to enhance the strategic value of their boards.”

The commission’s report, “Diversity in the Boardroom: Pushing Forward, Reaching Back,” provides clear recommendations for directors to consider for their own boardrooms in the form of questions for discussion:

•          What are the needs of the company and the expectations of key stakeholders?

•          What are the challenges to building a diverse board and what are the tools?

•          How does the board maximize the value that different perspectives bring?

•          How does a diverse board set the tone and move the needle as a strategic enabler to a strong culture and sustainable long-term growth?

The report makes a number of recommendations that can guide a push toward greater inclusion in the boardroom and executive management, including using company strategy and stakeholder lenses to establish board diversity goals, developing pathways for the board to tap into new, diverse networks of qualified board candidates, exercising inclusive leadership to harness the full collective intelligence of the board, and holding management accountable for inclusive leadership.

For nearly two decades, Directors & Boards has taken a leading role in the effort to move from “male, pale and stale” boardrooms to ones that reflect more precisely at the top the mix of people who work for, are customers of, or live nearby, companies that are striving to achieve gender and ethnic and racial diversity. Our 2019 class of “Directors to Watch” epitomizes that effort and the fresh perspectives these directors bring to their boards.

Jacqueline A. Travisano, Ed.D.

Director, AutoNation, Inc.

Jacqueline A. Travisano, Ed.D., is the executive vice president for business and finance and chief operating officer of the University of Miami, a private research university serving more than 16,000 students and south Florida’s only academic medical center. Travisano serves on the board and as a member of the audit and nominating and governance committees for AutoNation, Inc., America’s largest automotive retailer.

Travisano received her doctorate in higher education leadership from Nova Southeastern University, an MBA from Chatham University, a B.S. in business administration from Robert Morris University, and is a certified public accountant. Her many recognitions include being one of “South Florida’s Influential Business Women” by the South Florida Business Journal and the recipient of the National Diversity Council’s “Glass Ceiling Award.”

Travisano’s charitable work includes serving as a board member of the United Way of Miami-Dade County, member of the Orange Bowl Committee, chair of the Miami Dolphins Cancer Challenge X, and the Robert Morris University board of visitors.

The balance in a changing landscape: In an environment that continues to evolve, transform, and transmute, it is imperative that boards be nimble, agile and forward-thinking. There continues to be a global acceleration in the disruptors and agitators of traditions and norms across all business sectors. Boards need to be diverse in thought and approach. They need to ensure they have the right balance of talent, skills, and experience to execute decision making at the highest levels and to prepare the corporations they serve for ever-changing landscape and resiliency.

Nancy M. Schlichting

Director, Encompass Health, Hill-Rom Holdings, Inc., Walgreens Boots Alliance

Nancy M. Schlichting served for 14 years as CEO of Henry Ford Health System before her retirement in 2017. She is credited with leading the $6 billion health system through a major financial turnaround and for award-winning patient safety, customer service and diversity initiatives.

Schlichting was appointed in 2015 by former President Barack Obama to chair the Commission on Care to develop a 20-year strategic plan for veterans’ healthcare. She serves on the boards of Walgreens Boots Alliance, Hill-Rom Holdings, Inc., Encompass Health, Kresge Foundation, Duke University and Michigan State University.

Leadership is the most important element: High-functioning governance is vital to the creation and sustainability of great organizations. I have been privileged to serve on over 80 boards during my career, including a diverse group of nonprofit community organizations, public companies and universities. I have learned that leadership — of each board member and the board as a whole — is the most important element of good governance. Leadership motivates an organization to do the right things, to take appropriate risk to drive needed change, and to inspire and support employees and all stakeholders to create high performance and long-term success.

Elizabeth E. Flynn

Director, Webster Financial Corporation, StanCorp Financial Group, Inc.

Elizabeth E. (Liz) Flynn serves on the boards of Webster Financial Corporation and StanCorp Financial Group, Inc. Across these boards, she serves or has served on the audit, risk, nominating & corporate governance, organization and compensation committees, and currently chairs the audit committee at StanCorp.

Flynn also serves as a trustee of the Convent of the Sacred Heart School in New York City. She previously served as a trustee at Providence College, and at Providence House, a nonprofit entity helping homeless women recently released from prison.

Flynn was formerly a C-suite executive, focused on transforming businesses across numerous financial services companies, including JPMorgan Chase & Company, American International Group, Guy Carpenter & Company, LLC and, most recently, as vice chairman of Marsh, LLC.

Focus on the big picture: Most businesses these days are complex and getting ever more so as technology spurs disruption and innovation, and customer expectations soar. It is critical that boards focus on those things that matter most to the ongoing success of the company. Two of the most important things to oversee include ensuring there is a well-defined, clearly articulated strategy to drive sustainable competitive advantage, and a thorough understanding of current and emerging risks that could threaten the company’s future. Consequently, ongoing transparency, dialogue and monitoring of KPIs should be front and center on board agendas.

Christine Edwards

Director, BMO Financial

Christine Edwards, a nationally recognized authority on financial services and public company governance issues, is a partner of Winston & Strawn LLP and heads the firm’s bank regulatory practice.

Previously, Edwards was executive vice president and chief legal officer at Bank One, and spent over 25 years at Morgan Stanley where she rose to the role of executive vice president and chief legal officer. It was there that she achieved the distinction of becoming the first female general counsel on Wall Street.

Edwards is a director of BMO Financial, the eighth-largest North American bank by assets. She chairs the nominating and governance committee, and serves on the compensation and risk committees. As board vice chair of Rush University Medical Center in Chicago, Edwards serves on the executive, audit and nominating and governance committees.

Edwards is a member of NACD, WCD and the U.S. Chamber of Commerce’s Center for Capital Markets.

Balancing the opportunities and the risks of new technology: We are in an environment where technology drives new business, shapes the way businesses interface with customers, and creates scary new risks in the process. Regulators are watching the job that businesses do to balance new opportunities created through technology with the risks they pose. My perspective is that, too often, pundits suggest that boards don’t understand the complexities of technology and therefore are not prepared to carry out effective governance oversight. I think a better question is: Does your board understand how technology risk management is carried out and is it properly calibrated for your company’s technology risk profile?

Venita E. Fields

Director, Superior Group of Companies, Inc., David’s Bridal, Inc., Lifespace Communities, Inc., Derry Enterprises, Inc.

Venita Fields is a partner at Pelham S2K Managers LLC, providing capital and private equity capital for privately held middle market businesses. She is an experienced professional with more than 35 years of financial management.

As an investor, Fields has served on the boards of a dozen portfolio companies. Fields is an independent board director for one public company and three private companies: Superior Group of Companies, Inc., David’s Bridal, Inc., Lifespace Communities, Inc., and Derry Enterprises, Inc.

Fields has a master of management degree from the J.L. Kellogg Graduate School of Management and a B.A. degree from Northwestern University. She was recently recognized in the January 2019 edition of Mergers & Acquisitions magazine as one of “The Most Influential Women in Mid-Market M&A.” In 2017 Fields was named a director to watch by Directors & Boards’ sister publication Private Company Director.

Corporate governance is a team sport: Any effective leader fielding a team wants the best available talent and knows that each team member must possess different (diverse) skills to get the job done and increase the odds of success. It only makes sense therefore that this philosophy makes its way into today’s corporate boardroom. Corporate directors are charged with safeguarding the enterprise against many disruptive forces while simultaneously encouraging management to see opportunities where there is most likely risk. Corporate directors must bring their experience and skill to the board room yet be open to differing opinions and able to learn from fellow directors for the good of the enterprise.

Agenia Clark

Director, FirstBank

Agenia Clark is an independent director and chair for the compliance and compensation committees for FirstBank.

Previously, she served as a founding director for Avenue Bank, which was acquired in a merger after the bank’s IPO in 2016. She has had experience with corporate governance, audit, strategic planning, mergers and acquisitions and growth strategies. She currently serves as the CEO for the Girl Scouts of Middle Tennessee and as a trustee of Simmons University (Boston, Massachusetts).

Clark is a member of WomenCorporateDirectors, International Women’s Forum and the Academy for Women of Achievement. Her background in both nonprofit and corporate leadership resulted in two gubernatorial appointments, including one as a member of the Tennessee Board of Regents (2005-2011). Today, she’s emerita of the Haslam School of Business, University of Tennessee, Knoxville, where she has her MBA.

Currently, Clark is a doctoral candidate in leadership, Vanderbilt University (August 2020).

Saying yes means we’re up to the challenge: We all say yes to a corporate board because we’ve already experienced the importance of corporate governance. My passion for governance came with my very first nonprofit board assignment and a review of that nonprofit’s bylaws more than 25 years ago. Understanding the playing field for roles and responsibilities for both corporate and nonprofit boards remains an invigorating and intellectual challenge. Corporate governance is far from being an easy path. As governance roles become more complex, how to operate most effectively continues to challenge us as corporate directors. Saying yes means we’re up to that challenge.

Kathryn J. Hayley

Director, First Midwest Bank, Alight Solutions, Tribridge Holdings LLC

Kathryn Hayley served as CEO for Aon Hewitt Consulting Americas, CEO of Aon Consulting Worldwide, EVP at UnitedHealthcare, and IT partner with Deloitte Consulting.

Hayley’s corporate board experience includes First Midwest Bancorp, where she serves on the audit and compensation committees, Alight Solutions, the leading provider of technology-enabled health, wealth, HR and finance solutions, and Tribridge Holdings, LLC, a PE-backed information technology services firm specializing in business applications and cloud solutions, where she served on the audit committee.

Hayley also serves on the advisory board of E.A. Renfroe & Company, Inc., one of the nation’s largest catastrophe claims management firms. She served on the board of Deloitte & Touche LLP US, where she was a member of the partner affairs, nominating, compensation, and strategic investments committees. She also served on several boards of Deloitte-related entities.

A deep understanding of digital technology: Boards are most effective when they comprise members who bring diverse perspectives, ideas, and experiences to the boardroom, and they are actively inquisitive and constructively challenging. Boards who have members experienced in all aspects of business strategy and operations, as well as a deep understanding of digital technologies, accounting, finance, HR and marketing, can help companies be more competitive and resilient. I encourage boards to have at least one director who has a deep understanding of digital technology. These directors provide perspective on maintaining operations, deploying technology to gain market share, increasing customer intimacy, and protecting the company’s digital assets.

Linda Addison

Director, Torchmark Corporation, KPMG LLP

Linda Addison is an independent director and immediate past U.S. managing partner, chair of the U.S. management committee, and global board member of Norton Rose Fulbright, one of the world’s largest law firms.

She serves on the board of directors and compensation committee of Torchmark Corporation, an S&P 500 company, and is also an independent director of KPMG LLP. Addison’s board service is informed by her more than three decades of work with CEOs, boards and executives in multiple industry sectors, both regulated and unregulated.

A global business leader, Addison is a member of the Council on Foreign Relations. Crain's New York Business named Addison one of the "50 Most Powerful Women in New York." Agenda, a Financial Times publication, named her one of the “Compensation 100: Top Board Candidates With Pay-Setting Skills.” She earned a CERT certificate in cybersecurity oversight from Carnegie Mellon University's Software Engineering Institute.

A key to sustainability: Excellent corporate governance, which implements and evolves best practices, gives a company a competitive advantage and is key to long-term economic value creation and sustainability. Strong governance produces well-developed committee structures with well-understood responsibilities, and helps a company attract and retain excellent board members who can fulfill their duties. It fosters collaborative and collegial working relationships among board members, which are essential for high functioning boards, and which set the tone for integrity, accountability and conduct throughout the company.

Kristen L. Manos

Director, KeyCorp

Kris Manos is director of public, private and employee-owned companies, including KeyCorp, Columbia Forest Products, Dexter Apache Holdings, C.H.I Overhead Doors and Innovative Ergonomic Solutions. She previously served as a director of American Capital, Select Comfort and SoilSafe. Manos has chaired audit, nominating-governance, and special committees, and served on compensation and strategic alternative committees.

As president of Wilsonart and Herman Miller, she grew revenue and enhanced profitability through clarifying strategy, building healthy cultures and honing execution skills using her cross-functional experience in marketing, product development, manufacturing, distribution and finance.

Manos earned an MBA from Yale, and a B.A. from Harvard. She is member of NACD, WCD and C200. Civically she serves on the board of KickStart International, a social enterprise focused on irrigating Africa.

Strong governance is the foundation for a healthy company: Strong governance is rooted in the board’s ability to learn and to act. Do directors listen? Do they recognize blind spots and dig deep? Can they overcome natural inertia? In the life of every company, there are challenges that only the board can solve, and if the board doesn’t step up, the company flounders. Each director, at each meeting, needs to help the board practice key skills, modeling active listening, uncovering hidden risks, and staring into the mirror to clearly see strengths and weaknesses. My passion is to help my boards build these skills and to be a catalyst for action when it’s needed.

Sara J. Finley

Director, Tivity Health, Inc., Preferred Apartment Communities, Inc.

Sara J. Finley is a member of the board of directors for Tivity Health, Inc., Preferred Apartment Communities, Inc., Oak Paper Products Company, Inc., and Studio Bank.

She is principal of Threshold Corporate Consulting, LLC and also serves on several nonprofit boards, including Alive Hospice, The Center for Nonprofit Management, The Community Foundation of Middle Tennessee and the Vanderbilt University Law School board of advisers. She lives in Nashville, Tenn.

Finley formerly served as senior vice president and general counsel of CVS Caremark Corporation (now CVS Health Corporation), a Fortune 10 NYSE company, and in other senior leadership roles with CVS Caremark and predecessor companies before retiring from the company in 2015.

More than window dressing: Corporate governance best practices must be more than window dressing. Board members must “walk the walk” by engaging with each other and with management in a manner that instills best practices into the company culture. A culture of engagement, collaboration, accountability, trust, integrity, diversity of perspectives and alignment of incentives is good for strategy, good for managing risk, good for workforce development, good for financial performance and good for maximizing shareholder value.

Tracey Griffin

Director, ADT

Tracey Griffin is the CFO for Kendra Scott, one of the fastest growing jewelry and lifestyle retail brands in the United States. Griffin is responsible for the financial, technology and operations functions of the company. Prior to Kendra Scott, she was CFO/COO for the Americas at Pandora Jewelry.

Griffin spent much of her professional career at McKinsey & Company. As a senior partner at the firm, she was a leader of the consumer/retail and consumer health practices, working with global Fortune 500 on growth and operational issues.

Griffin currently sits on the board of ADT, serving on the audit and finance committee. She has an MBA from the Stanford Graduate School of Business and a B.S. from Georgetown University.

Disrupting the disruptors: We’ve all seen the statistics on the speed of disruption across all industries. No industry is insulated. Not only are there disruptors, but also the speed of disrupting is being disrupted. This has two implications for boards. First, it is imperative that boards continuously challenge the status quo and their executive teams about what could dismantle their business model and how to mitigate, even if it might mean turning the business model upside down and becoming the disruptor. Second, given the pace of change, it is increasingly important to today’s CEOs to have a board that brings a diversity of points of view and can challenge him/her if they want to stay on the right side of disruption.

Teresa Glasser

Director, Oppenheimer & Co.

Teresa (Dessa) Glasser is a principal at the Financial Risk Group, helping clients transform businesses and implement data and risk solutions. She is a director for Oppenheimer & Co., serving on the audit and compliance committees.

Glasser was the first chief data officer for JPMorgan Asset Management and first chief risk officer for Bunge. As deputy director for the Office of Financial Research, supporting the Financial Stability Oversight Council, she received U.S. Treasury’s Exceptional Service Award and launched the Legal Entity Identifier, a global standard. She held leadership positions at Credit Suisse, Merrill Lynch, IBM and KPMG and taught at Rutgers University.

Glasser has a Ph.D. and M.A. in Economics from Fordham University, serves on the dean’s advisory board, and has a B.S. from Fairleigh Dickinson University.

Corporate governance requires a comprehensive view of risk versus return: There’s a misconception that taking on risk is bad, but this isn’t always the case. With risk, there is usually opportunity. Risk-taking firms must have an enterprise view of risks, including strategic, market, credit and operational risks. For example, often the adoption of new technologies to support innovation is dubbed a risk due to potential security vulnerabilities. However, the risk of not innovating can be substantial. A board must evaluate opportunities through a balance of risk vs. return. Diversity is key to maximizing shareholder value as different skill sets, cultures and experiences provide a more comprehensive view into any situation.

Sharon Edwards

Director, Reliant Bancorp, Inc.

Sharon Edwards serves as lead independent director, audit committee chair and executive committee member of Reliant Bancorp, Inc., a publicly traded financial institution.

Edwards is the former finance director of Corporate Risk/Broking North America with Willis Towers Watson PLC and CFO for Willis North America, Inc. She served in numerous executive positions responsible for strategy, operations, finance, as well as executive leadership for large-scale acquisition integrations and system implementations.

Edwards is a CPA, CGMA, and holds a B.S. in accounting from the University of Tennessee. Sharon was selected by Business Insurance magazine as a “Women to Watch” and one of the Nashville Business Journal’s “Women of Influence.” Edwards is a member of WomenCorporateDirectors and National Association of Corporate Directors.

Adding fuel to effectiveness through diversity: Effective boards consist of directors displaying a good cross section of skills as well as diverse and relevant context and experience. In an environment where the pace of innovation, change and disruption is moving quickly, relevant skills and diverse experiences allow boards to provide strong guidance and oversight to companies grappling with long-term strategies amid cutting edge technologies, unconventional ways of working and new competitors in their industries. Broadening board diversity in terms of skills and diverse perspectives can add fuel to high performing companies and provide insightful guidance to companies working rapidly to embrace a changing and disruptive landscape.

Laura Peterson

Director, Air Transport Services Group, Inc.

Laura Peterson is a director of Air Transport Services Group, Inc., and a 2018-2019 fellow of the Stanford Distinguished Careers Institute. During Peterson’s 22-year career with Boeing she held a series of executive positions in airplane sales, international business development, global strategy and homeland security. She served on the executive leadership team of three Boeing Commercial Airplanes CEOs. Her most recent role was vice president, business development for China, Boeing’s largest commercial market.

Peterson has a proven track record of driving growth and value. Among other accomplishments, she led the achievement of $10 billion in new airplane sales and developed and negotiated international agreements with implications for sales, production and services operations.

She received her engineering degree from Stanford University and an MBA from The Wharton School.

A highly valuable resource: The board should be a highly valuable resource in supporting shaping of the company’s long-term strategy. Informed decision making requires an ability to simultaneously navigate the broad strategic landscape and to delve deep on strategic options before the board, drawing both from experience as well as rigor in staying abreast of market driving forces. The convergence of industrial and digital has brought the importance of a “systems thinking” perspective for board members to a new level. Coupled with this, attracting and retaining the talent necessary for achieving the company’s potential is of paramount importance.

Debora Frodl

Director, Renewable Energy Group, Inc., XL Fleet

Debora Frodl is an independent director of Renewable Energy Group, Inc., North America’s largest producer of cleaner fuels, and XL Fleet, a VC-backed company leading vehicle electrification for commercial fleets.

Frodl previously held several senior executive leadership roles across GE including CCO and CSO of GE Capital Fleet Services, the largest global fleet leasing company, where she transformed the sales and services teams to accelerate profitable growth and led the deployment of electric vehicles for GE and its global customers. Frodl went on to lead GE’s companywide global clean technology innovation and business development strategy, overseeing the program that invested $22 billion in clean technology development and generated $300 billion in revenues.

Frodl is a National Association of Corporate Directors governance fellow and member of  WomenCorporateDirectors. She completed Harvard Business School’s Making Corporate Boards More Effective program and Stanford Business School’s director’s consortium. She holds an MBA from the University of St. Thomas and bachelor of science degree in business administration from Minnesota State University.

Creating long term stakeholder value: The fast-paced and dynamic world we live in presents many external forces causing industry change, business model disruption and customer choice. To be most successful, board composition is critical to bring different expertise and experiences to challenge the status quo, foster new thinking and embrace change that creates long term value for the company. The board must deeply engage, share knowledge, discuss and debate emerging trends to move timely on opportunities.

Kym Hubbard

Director, PIMCO Funds, State Auto Financial Corporation

Kym Hubbard serves on the boards of PIMCO Funds and State Auto Financial Corporation. On the PIMCO board Hubbard co-chairs the valuation oversight committee, and is a member of the audit, governance, and investment performance committees. At STFC she chairs the investment committee and is a member of the audit, compensation, and independent committees.

Prior to her board appointments, Hubbard was global head of investments for Ernst & Young, Global, and chief investment officer and treasurer of Ernst & Young LLP. Her global experience includes work with affiliates in the U.K., Canada and Latin America. She has over 30 years of financial, investment, governance and risk management experience.

Hubbard has worked in various industries including public accounting, banking, insurance, government, investment banking and private partnerships.

Personal accountability a plus: Strong governance has accountability at its core. Board members are accountable to shareholders and stakeholders. Board members must be authentic in their thinking, present and inquisitive in their oversight, diligent in their insight, and open minded and intentional in their foresight. As a group of independent leaders, we must push ourselves and each other to bring best ideas and thought provoking questions to management. We should not let yesterday take up too much of today, and none of tomorrow. Take personal winning off the table and be accountable for doing what is in the best interest of the company.

Jane Li

Director, Semtech, Knowles, 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 has also served in general management roles at Huawei Symantec US and Fujitsu Compound Semiconductor Inc. Li also served as a strategic adviser/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, and IoT and semiconductor markets. She brings a global perspective to business, guiding companies through cultural, political, branding, growth and technological challenges.

Li currently serves on the boards of Knowles and Semtech. She also serves on one private board, ServicePower.

Relevancy is the key to driving value at the board level: To embrace modern trends, changes and opportunities, directors need to stay current. They should understand the changes, issues, and risks that are impacting their companies. As board members, they must act in the best interest of shareholders — and it’s only through maintaining relevancy that they can continue to drive innovation and out-of-the-box thinking.

Kimberly Rodriguez

Director, AMG Industries LLC

Kimberly Rodriguez is a global finance, restructuring and supply chain executive working with manufacturing-related entities on industry and customer strategies, transactions and critical finance review. Rodriguez’s expertise is in leveraging the interface between finance, operational (plant floor) efficiency, and the effective use of technology.

These three tenets formed the basis of the restructuring firm Rodriguez created and led for 10 years. Board service has included Michigan SBA Board, Stout Risius & Ross (principal) and currently includes the board of directors for AMG Industries, LLC, and the executive committee and general board for The Children’s Center, a Detroit-based nonprofit.

Rodriguez is a founding member of the Detroit Private Director’s Association. She has delivered board presentations to public companies such as Borg Warner and Ford Motor Company.

Don’t confuse goals and objectives with strategies: My passion in board service is strategy and risk assessment. Too often goals and objectives are confused as strategies. Company performance cannot be judged effectively in a strategic vacuum: Profit objectives, product line diversification or being a top supplier/service provider are not strategies. There is unknown business risk in all industries. Attempting to identify and quantify risk is critical to being able to develop mitigating strategies and minimize adverse effects. Board diversification in industry background, skill set, geography and personal characteristics is helpful for providing insight into strategic direction and risk mitigation opportunities.

Kathleen Wilson-Thompson

Director, Tesla, Ashland Global Holdings, Inc.

Kathleen Wilson-Thompson is global chief human resources officer for Walgreens Boots Alliance, which operates more than 18,500 stores in 11 countries and employs more than 415,000 people. She joined Walgreen Co. in 2010 as chief human resources officer and assumed her current position in 2014 following the merger of Walgreens and Alliance Boots.

Previously, she was in legal, operations and ultimately SVP of global human resources at Kellogg Co. She is a board member of Tesla and Ashland Global Holdings Inc., and serves on the board of directors for various nonprofit community organizations.

Wilson-Thompson possesses a B.A. in English and a juris doctorate and a master of laws in corporate and finance law. In 2017 she was admitted to the Bar of the Supreme Court of the United States of America.

Strengthening the leadership bench a critical board function: As companies continue to face increased complexity, boards are expanding beyond their traditional governance remit of compensation, benefits and C-suite succession. Best-in-class boards must broaden their purview to include reviews of talent process and outcomes. This includes developing a view on talent management, leadership development and diversity and inclusion practices at the C-suite and deeper into the organization. All of this stems from the critical focus that boards have placed on delivering optimal shareholder value by ensuring that succession plans include a balanced, broad base of talent with diversity of gender, ethnicity, age and other factors that strengthen the leadership bench.

Dr. Barbara Paul

Director, Natus Medical, Inc. and Quorum Health Corporation

Barbara Paul is chairperson of the board of Natus and serves on the compliance & quality committee. At Quorum Health, Paul chairs the patient safety & quality committee and serves on the nominations & governance committee.

Paul’s career is grounded and influenced by many years as a board-certified internist. In subsequent executive roles at Community Health Systems, Beverly Enterprises and at the federal Medicare program, she demonstrated particular skill in leading within complex organizations experiencing dramatic change.

Seven times named by Modern Healthcare magazine as one of the “50 Most Influential Physician Executives in Healthcare,” she received a B.S. from the University of Wisconsin — Madison and M.D. from Stanford University School of Medicine.

Consider the impact of a “quality” committee: On both of my boards, I have been instrumental in the creation of a board-level “quality” committee. Establishing a committee overseeing the quality of clinical care (for a healthcare provider) or the quality of a product (for a manufacturer of medical devices) makes a powerful statement to management and employees at multiple levels in the organization. This focus shines a spotlight on our core reason for being — namely, better patient care. It provides balance to the important efforts to achieve financial goals and supports the kind of culture that will ultimately achieve best outcomes for shareholders.

Phoebe Wood

Director, Pioneer Natural Resources, Invesco, Ltd., Leggett & Platt, PPL Corporation

Phoebe Wood is an independent director on the boards of Pioneer Natural Resources (chair: nominating and governance committee), Invesco, Ltd (chair: audit committee), Leggett & Platt (chair: compensation committee) and PPL Corporation. Prior boards include Coca-Cola Enterprises and OshKosh B’Gosh.

Wood is principal of CompaniesWood, a consulting firm that advises and invests in startup companies. Previously, Wood was vice chairman and CFO at Brown-Forman Corporation and prior to that had a 24-year financial career at Atlantic Richfield (now BP), including leadership positions in Alaska and England.

Wood is an honors graduate of Smith College and earned an MBA from UCLA where she was named one of 100 Inspirational Alumni of the Anderson School of Management. She serves on the boards of The Gheens Foundation, the American Printing House for the Blind, and Pitzer College.

Keeping the focus on purpose and strategy: Excellent boards work with the CEO to set the strategy for and articulate the purpose of the company. Having a well-understood strategy helps management and the board define the board agenda and discussion on how the company is performing relative to elements of the strategy. It should also clarify decision-making as the question can be asked, is this in sync with our strategy? Once strategy is determined, it is vital for management and the board to monitor that strategy in light of industry trends, regulations, shareholder demands or competitive forces that might indicate the need for a change.

Susan Seilheimer Brennan

Director, Senior PLC

Susan Seilheimer Brennan is an independent director at Senior PLC with over 25 years of experience in global manufacturing and supply chain for the automotive and energy industries, with strategic leadership roles in Fortune 100 company, Ford Motor Company, and Nissan. She is one of the few women who have held an executive position at a leading Japanese corporation.

Her unique experience includes spearheading several large-scale initiatives within complex, global organizations aimed at addressing financial challenges. Brennan drove the companies’ transformations with systemic process and corporate culture change, including managing international teams through difficult business transitions that led to improved operational and labor efficiency. She is also an expert at implementing innovative and cutting-edge technology.

In 2018, Brennan was a leader in the team that took Bloom Energy to a successful IPO.

Synthesizing the short- and long-term views: The ability to look at the short term environment that an organization faces, meeting quarterly and yearly targets while assuring that, as a board member, one focuses and leads discussion on the long term disruption facing any organization, whether it be automotive, retail or consumer products drives governance excellence. A board member needs to continually scan the horizon for disruption and bring these observations to the attention of the board and the executive committee for action. As investments in capital and people are being decided, to protect the shareholder a board member must stay constantly up to date and assure the board is asking the right questions of management.                 


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  • One Wild Month for Elon Musk, Twitter and Tesla
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    By Bill Hayes
    Share purchases board seats poison pillsoh mynbspIf the saga of Elon Musks quest for Twitter was a rollercoaster it would rank among Six Flags finestnbspIn less than 30 days time Musk went from buying ...
  • More Gender Diversity Needed on Corporate Boards
    Published April 26, 2022
    By Bill Hayes
    Lack of women is especially apparent at the Csuite levelIn February 2022 Jennifer Reynolds officially became the CEO of Women Corporate Directors an organization touted as the worlds largest membershi ...
  • CEO Pay Records a Major Increase in 2021
    Published April 25, 2022
    By Bill Hayes
    Report finds bonus payouts bolstering CEO financial performancenbspAccording to early proxy filers 2021 was a bounceback year for CEOs with total pay recording an uptick of 19 and bonus payouts up nea ...