DIRECTORS TO WATCH: New Guidance Invites Investor Action on Diversity and Inclusion

Earlier this year, the Business Roundtable (BRT) and Institutional Shareholder Services (ISS) issued new initiatives and public policy recommendations on workplace diversity and inclusion, from the ground floor all the way to the boardroom, spelling out potential penalties for publicly traded companies that fail to take heed.

Reacting to calls for social and racial justice and an end to systemic inequity, BRT takes the broader workforce worldview with a series of proposals designed to increase economic opportunity in America, addressing six systems – employment, finance, education, health, housing and criminal justice.

“These recommendations are aimed principally at reducing the economic opportunity gap in communities of color,” the proposal notes, “including disparities in access to financial tools and high-quality jobs, education and health care.”

BRT’s new policy endorsements and corporate initiatives aim to ensure Black Americans have access to good jobs, to support Black-owned small businesses and entrepreneurs, to help Americans of color develop financial security, and to press Congress to address one of the core drivers of racial disparities, improving early educational outcomes for many young Black students. Additional elements embedded in the BRT proposals include support for raising the federal minimum wage and calling for reforms of the Small Business Administration to better meet the needs of minority borrowers.


New Perspectives on Diversity in the Boardroom: To Curate, Obligate or Legislate?

Actions and Initiatives to Increase Board Diversity

“We all have the opportunity to change the status quo, and business leaders across all sectors of the economy understand that change begins at home,” says Alex Gorsky, chairman of the board and chief executive officer of Johnson & Johnson (and chair of BRT’s corporate governance committee). “That means doing all we can to make our companies as diverse and inclusive as possible, while ensuring accountability with measurable results. It is our responsibility to create opportunities for people of all backgrounds, and by prioritizing diversity and inclusion we can better our companies and our country.”

Meanwhile, the law firm of Wachtell, Lipton, Rosen & Katz (WLKR) dropped a memo to clients comprehensively covering a prospective ISS policy to vote against nominating committee chairs “for lack of racial/ethnic diversity and failing to oversee environmental and social risks.” In the memo, WLKR partners Andrew Brownstein, Sabastian Niles and Elina Tetelbaum cite ISS proposed policy changes for U.S.-chartered companies relating to racial and ethnic diversity.

“Board diversity remains a critical issue for many investors, and concerns about racial inequality and injustice have put a spotlight on low levels of racial/ethnic diversity on boards and in C-suites,” the memo reads. “For its U.S. benchmark policy, ISS proposes to adopt a new policy, to be effective from February 2022, at companies where the board has not identified any ethnically or racially diverse members. The proposed policy will be to generally recommend voting against the chair of the nominating committee (or other relevant directors on a case-by-case basis) where there are no identified ethnic or racially diverse board members, beginning in 2022. Mitigating factors will be considered and the proposed coverage universe is all companies in the Russell 3000 and S&P 1500 indexes.”

“When asked for their views about the importance of ethnic and racial diversity on corporate boards, 61% of investors indicated that boards should aim to reflect the company’s customer base and the broader societies in which they operate by including directors drawn from racial and ethnic minority groups,” according to an ISS statement. “When asked about actions considered appropriate to increase the racial and ethnic make-up of boards, 85% of investor respondents and 92% of non-investor respondents indicated that shareholder engagement with the company would be appropriate to encourage increased racially and ethnically diverse directors.”

Shareholder engagement in this regard is code for a “no” vote for key board members charged with diversity and inclusion initiatives.

“Support of shareholder proposals on topics of workplace diversity disclosure and targets and ‘Rooney rule’-type shareholder proposals were the second and third most popular actions supported by both investors and non-investors responding,” the statement continues. “In addition to these options, 56% of investors responded that they would also consider voting against members of the nominating committee or other directors where board racial and ethnic diversity is lacking.”

Racial and ethnic inclusion and diversity in the boardroom are here to stay. It is no longer a case of “which way the wind blows.” Companies and boards that fail to heed employee and stakeholder demands for a more diverse composition at the top, one that at a minimum reflects the broader societal complexion of the communities and countries in which business is being done, will do so at their peril. 

There is a lot of work to be done. According to ISS data this fall, “1,260 of the Russell 3000 companies, 492 of the S&P 1500, and 71 of the S&P 500 do not have minority ethnic and/or racial board representation. By the outset of the 2022 proxy season, those numbers are anticipated to decrease thanks to investor outreach.”

The smart course would be to act before the tsunami hits. ISS has established its thresholds and has invited investors to act. Boards and CEOs can be sure that they will, sooner than later.


Aida Alvarez
Hewlett Packard, K12, Fastly, Oportun

The Honorable Aida Alvarez serves on the boards of Hewlett Packard, Inc. and K12, Inc. At Fastly Inc. and Oportun Financial Corporation, she chairs the nominating and governance committees. She has also been a director on the boards of PacifiCare Health Systems, MUFG Union Bank, Zoosk and Walmart.

Alvarez was a member of President Bill Clinton’s cabinet, the first Latina to serve on any U.S. president’s cabinet. She was administrator of the U.S. Small Business Administration. Prior to her government service, Alvarez was a successful investment banker and an award-winning journalist.

A Harvard graduate, Alvarez served on the Harvard board of overseers and holds honorary doctorates from several colleges and universities. She is chair emerita of the Latino Community Foundation.

Clearly articulate your ESG goals: At a time when companies have advocated for stakeholder capitalism, there has been no greater test of their resolve than the current crises. This perfect storm of unprecedented challenges — the coronavirus pandemic, the accompanying economic devastation and the movement for social and racial justice — has brought into focus the need to define and implement the environmental, social and governance aspects of business performance and risks. Balancing the extraordinary needs of employees and communities with the imperative to ensure the survival and prosperity of the businesses has dominated board discussions. More than ever there is an urgency to articulate environmental, social and good governance objectives.


Patricia Diaz Dennis
U.S. Steel, Entravision Communications Corporation, Amalgamated Bank

Patricia Diaz Dennis retired from AT&T in 2008 as senior vice president and assistant general counsel. She serves on the boards of 

U.S. Steel, Entravision Communications Corporation and Amalgamated Bank.  Her past board service includes Telemundo, Carr America, UST and Massachusetts Mutual Life Insurance Company. She was the first Latina board chair of the Girl Scouts of the USA (2005-2008). She also served on the National Public Radio board.

Diaz Dennis received three presidential appointments confirmed by the U.S. Senate: The National Labor Relations Board (1983), commissioner on the Federal Communications Commission (1986) and Assistant Secretary of State for Human Rights and Humanitarian Affairs (1992), all firsts for a Latina. Her many awards attest to the significance of her professional achievements, most recently the Hortense Ward Courageous Leader Award given by the University of Texas Center for Women in Law (2020) and being named to the “2020 Most Influential Latinas List” by Latino Leaders Magazine.

Culture is king: The culture in a boardroom is as important as it is in a company. Boards must ensure a free and open exchange of ideas and perspectives from diverse people of diverse backgrounds is not just tolerated but encouraged. Similarly, boards must promote and model a corporate environment in which speaking truth to power with civility is not quashed but encouraged. What results is a workplace where creativity flourishes, the company’s strategy is realized, and it is a great place to work.


Lloyd Emerson Johnson
Apogee Enterprises, AARP

Lloyd Emerson Johnson, corporate adviser and independent director, serves on the board of Apogee Enterprises as chair of the audit committee and on the board of AARP as second vice chair and audit committee chair. His career includes more than three decades of senior financial leadership and board-level advisory with large multinational and Fortune 100 companies. Most recently, Johnson served as managing director, finance and audit, with Accenture Corporation, leading teams across five continents. He is a recognized global expert in finance, governance, risk management, and mergers and acquisitions. 

Johnson is a CPA, a National Association of Corporate Directors Board Governance Fellow and Certified Board Director, and a frequent speaker on corporate governance; finance; risk leveraged leadership; and diversity, equity and inclusion programs.

Post-pandemic strategy adaptation is a business imperative: Excellence in governance is inextricably linked to strategy agility and adaptability. The COVID-19 pandemic has accelerated the adoption of digital technologies, consumer behavior changes, employee expectations and other major societal shifts that heighten the risk to strategies developed in the pre-pandemic era. These dynamic systemic changes amplify the need for boards and management teams to reassess the relevance and effectiveness of current strategies for a post-pandemic environment. With board level oversight, the insight derived from a robust post-pandemic readiness strategy assessment enables well-timed decisions and actions to emerge from this economic downturn as a stronger enterprise well positioned to compete and thrive in the “next normal.”


Jeannie Diefenderfer
Colony Capital, Windstream Holdings

Jeannie Diefenderfer serves as an independent director and member of the audit and compensation committees at Colony Capital and chairs the nominating and governance committee at Windstream Holdings. She is also co-vice chair of Tufts University and an adviser to Sedona Systems.

During her 28 years as a technology executive at Verizon Communications, Diefenderfer expanded the world’s largest voice and data network to connect six continents and shifted the complexities of enterprise customer care into a strategic growth driver.

Diefenderfer holds a B.S. in chemical engineering from Tufts University and an MBA from Babson College. She immigrated from South Korea as a teenager and leverages her experience to create an equitable and inclusive culture within organizations and boards she works.

Well-orchestrated specialists and generalists: This is an exciting time for board service as we evolve from board work as an exclusive destination for successful executives to an entry into the hard work of governance and strategic oversight. The good news is that we have made progress in strengthening board accountability and engagement. Boards should not be mere collections of every expertise, but rather well-orchestrated groups of specialists and generalists best suited for the current and future needs of companies. Best-in-class boards should have candid disagreements among themselves and with management with the ultimate goal of advancing the best interests of all stakeholders.


Vincent K. Brooks
Jacobs, Diamondback Energy

Vincent “Vince” Brooks is a director on the public boards of Jacobs and Diamondback Energy, and on the nonprofit boards of the Gary Sinise Foundation and the Korea Defense Veterans Association. General Brooks is also a principal with WestExec Advisors, a member of the Council on Foreign Relations, a visiting senior fellow at the Belfer Center for Science and International Affairs, and a distinguished fellow at the Clements Center for National Security.

A retired career military officer, Brooks served in the U.S. Army for more than 42 years from his entry into West Point until his retirement from active duty in 2019 at the top U.S. military rank  — a four-star general, the eighth African American to achieve this rank in the U.S. Army.

Bring all of you into the boardroom: Each director brings something unique into the boardroom. Experiences, challenges confronted and overcome, world view, technical skills, cultural foundation and natural gifts all combine to make each director one of a kind. The best boards bring out the uniqueness of their directors, bringing together the perspectives of each one to inform and add to the wisdom of the board as a whole. My counsel to myself, and any other new directors, is be who you are and bring you into the boardroom.


Kimberly Casiano
Ford Motor Company

Kimberly Casiano was the first Latina to be elected to the board of directors of a Fortune 5 company. During Casiano’s tenure on three corporate boards — Ford Motor Company (17 years), Mutual of America (14 years), and formerly Mead Johnson Nutrition (7 years) — she has dealt with financial turnarounds, industries in disruption, mergers and acquisitions, emerging markets, CEO succession, risk management and more.

Previously, Casiano was president of one of the largest U.S. Hispanic-owned media, advertising, customer relationship management and marketing companies. Casiano was also a consultant to the U.S. Department of State focusing on advising Latin American and Caribbean governments on foreign investment, trade promotion and economic development initiatives.

Casiano is a member of the founding board of directors of the Latino Corporate Directors Association.

Culture and opportunity costs: Culture determines whether a company has a soul, whether the “S” in ESG is truly and deeply important to a company. Diversity, tone at the top, shared sacrifice at all levels, and the health, happiness and safety of its workers, all give a company a soul. Prudent governance dictates that directors dare ask three key questions: What would the company look like if we decided not to “play” in our least profitable markets? What are the opportunity costs of pursuing the company’s least profitable strategies? Where could capital be re-deployed to contribute more to the bottom line?


Paul Williams
Compass Minerals International

Paul S. Williams is a public and private company director and president of the NACD Chicago chapter. His experience on five boards for more than 17 years has spanned diverse industries. He has served as lead independent director and chaired compensation committees, nominating and governance committees, and CEO search committees.

Williams is a member of the board of Compass Minerals International. He also serves on the board of a cluster of funds in the American Funds mutual fund family. Williams previously served on the boards of State Auto Financial Corp, Bob Evans Farms and Essendant.

Williams is the retired chief legal officer and corporate secretary of Cardinal Health, Inc., a Fortune 25 company. After Cardinal, he honed his human capital skillset and joined the international search firm of Major, Lindsey & Africa.

The success of a board depends upon interpersonal dynamics: A board’s focus typically is devoted to products, services, and profit. What is sometimes neglected, though, is the “people side” of the board. A board’s effectiveness ultimately rises or falls based upon how the members of the board interrelate. If the communication and interaction are dysfunctional, the board cannot perform. We occasionally forget, potentially at our peril, the simple reality that boards consist of people.


Herman E. Bulls
USAA, College Systems, Collegis Education

Herman E. Bulls is vice chairman, Americas, of JLL, a world leader in real estate services. During 30 years at JLL, he has worked in the areas of development, investment/asset management, facilities/operations and business development/retention. He provides real estate thought leadership and strategic guidance to clients. Bulls completed 12 years of active service with the U.S. Army, including assignments as a professor at West Point and analyst in the Pentagon. He is Airborne Ranger qualified and a retired reserve colonel.

His current board service includes USAA, Comfort Systems and Collegis Education. He is also a governor of the American Red Cross board.

Bulls received a B.S. degree in engineering from the United States Military Academy at West Point and an MBA in finance from Harvard Business School.

Seeing around corners: Corporate board members must remember the maxim “nose in and hands off.” In other words, boards govern and management manages. It is imperative that board members have the vision and experience to anticipate the unexpected by asking probing and critical questions while demonstrating effective challenge of management. It is unlikely that many boards or management teams predicted the dual challenges of COVID-19 and racism we faced this year. The board must support a culture which promotes innovation, flexibility and agility in everyday operating activities. Boards must review personnel policies to make sure all employees feel like they belong so they can bring their best self to work each day. Seeing around corners is one of the critical skills effective board members bring to the table.


Louis E. Caldera
A.H. Belo Corp.

Former Secretary of the Army Louis Caldera is a seasoned public company director who brings deep public sector leadership experience and financial and operating acumen to the boardroom. He currently serves on the board of A.H. Belo Corp., the parent of The Dallas Morning News, where he chairs the compensation committee.

Caldera is a valued adviser for his strategic thinking, global perspective, and keen understanding of state and federal regulatory, legislative and public policy matters. As Army Secretary, he led a military department of over 1 million civilian and uniformed personnel operating on a $70 billion budget. As president of the University of New Mexico, he led a public research university operating on a $1.5 billion budget. He is a distinguished adjunct professor of law at American University.

Creating social value above TSR: Long-term value creation requires boards to be increasingly focused on operating sustainably and inclusively and creating societal value above total shareholder return. Promoting a values-based culture that prizes integrity, respect, teamwork, innovation and a spirit of purpose in service to others is crucial to attracting, developing and retaining talent and consistently delivering goods and services that are highly valued in the marketplace. Companies that accept responsibility for being good stewards of natural resources and provide leadership on civic issues will have a bedrock of goodwill and the networks and understanding needed to help them thrive in environments of turbulence and disruption.


Vada O. Manager

Vada O. Manager is the founder of Manager Global Holdings LLC, a diversified company composed of minority investments including hospitality, real estate and consulting. As a member of Nike’s Corporate Leadership Team, Manager was assigned to join or lead teams navigating successful outcomes for supply chain/product sourcing, issue management, sports marketing and M&A transactions.

He served in a similar executive advisory role at Levi Strauss & Company. Manager received his inaugural board appointment in his 20s and has since served on the publicly traded boards of Ashland Inc. and Valvoline, as well as the Helios Education Foundation, West Point, the trustees of Arizona State University and consultancy Think TRUE.

He previously served two governors and consulted during the transition of former South African President Nelson Mandela.

Board refreshment is key to relevance: C-suites and boards should understand the world is rapidly becoming more globally complex. Margins for miscalculation are thinner. Misinterpreting shifts in your industry sector or being misaligned with changing consumer profiles and expectations can be catastrophic and relegate a company to irrelevancy. Therefore, ensure your board refreshment includes diverse candidates who both through their corporate experiences and relationship networks can assist the company in being nimble and adaptive. While strategy and financial understanding are fundamentals for board service, “anticipatory or issue management” are also boardroom skills that a room comprised only of CEOs only may not fully possess.


Ellen Ochoa
Service Corporation International, Mutual of America Financial Group

Following her 30-year career at NASA as the first Latina astronaut and the first Latina director of Johnson Space Center, Ellen Ochoa applied her experience to a variety of board positions.

In the governmental and nonprofit world, Ochoa chairs the National Science Board and is on the board of the Gordon and Betty Moore Foundation. She sits on compensation, audit, investment, and product and marketing committees. Among previous positions, she served on the board of the Federal Reserve Bank of Dallas.

She is a member of the National Association of Corporate Directors, the Latino Corporate Directors Association and WomenCorporateDirectors and is also a frequent speaker.

Employees as a risk category: As I consider risk management at the board level, I look for risks that involve not just stockholders and customers but also employees. Employees are the ones who will bring innovative ideas and implement them and who interact daily with customers — in the long term, this will drive growth and success. What is the company doing to attract, develop and retain a diverse and engaged workforce, and how does the company demonstrate that their employees are respected and valued?


Graciela I. Monteagudo
ACCO Brands Corporation, WD-40 Company

Graciela I. Monteagudo is an experienced director, former CEO/general manager, global marketer and passionate advocate for the advancement of corporate women and the Hispanic community. Monteagudo was one of the few female engineers in Mexico and became one of a few women and Latino executives to have profit-and-loss responsibility of multibillion-dollar businesses in the United States and abroad, recently becoming part of the minuscule percentage of Latinas on Fortune 1000 boards.

Monteagudo has 30 years of experience focused on fast-turning consumer goods, food, healthcare and retail multinational Fortune 500 companies. She brings to a board her perspective on domestic and international markets and digital marketing/e-commerce, as well as cultural transformations.

What gets measured gets done: It has not been easy to apply this to ESG metrics across companies. As the purpose of the corporation evolves to recognize the importance of all stakeholders and considering the practical challenges involved in balancing short and longer term business pressures, directors need to pay close attention to the initiatives of the World Economic Forum, the International Business Council and the Big 4 accounting firms to develop a consistent set of metrics for companies to measure and report their performance on environmental, social and governance matters.


Luis A. Aguilar
Envestment, Inc., Donnelley Financial Solutions, Inc.

Luis Aguilar serves as an independent director at Envestnet, Inc. and Donnelley Financial Solutions, Inc., and chairs each company’s nomination and governance committee. He is a recognized leader in corporate governance, securities laws, cybersecurity and matters affecting publicly traded companies.

He served as a commissioner at the Securities and Exchange Commission from 2008 to 2015 and is one of only three commissioners to have been nominated by two presidents from two different political parties. His career includes tenures as a partner at prominent national law firms and as general counsel, head of compliance, at global investment adviser Invesco, with responsibility for all legal and compliance matters regarding Invesco Institutional.

Corporate governance must be driven by integrity: There are multiple aspects to a board having effective corporate governance, including the need for written and clear policies, objectivity, relevant experience, receiving appropriate information, transparency and accountability. The list can go on. But above all, good corporate governance requires that a board fulfill its responsibilities with integrity. There is no substitute for having the moral courage to do the right thing, even when it is difficult. Especially when it is difficult and unpopular. Those are the times that shareholders, employees, customers and other stakeholders require a board to act.


Wanda Austin, PhD
Chevron Corporation, Amgen Inc. and Virgin Galactic Holdings

A leadership development consultant and motivational speaker, Wanda Austin is the retired CEO of The Aerospace Corporation. She served as interim president of the University of Southern California from 2018 to 2019 and authored Making Space: Strategic Leadership for a Complex World.

Austin’s board service and governance work has included chairing audit, compensation and public policy committees as an independent director.

She earned a B.A. in mathematics from Franklin & Marshall College, M.S. degrees in systems engineering and mathematics from the University of Pittsburgh, and a Ph.D. in industrial and systems engineering from USC. She is a member of the National Academy of Engineering and a member of NACD.

Good governance underlies every corporate decision: Good governance is not a patch that you apply when you discover you are in a crisis. Good governance is how you mitigate risk and manage through crises over the long term. As directors, we must be bold and we must not settle for good enough. We must continually search for “what’s next, what else and what if.” A direct benefit of good governance is succession planning which can ensure a diverse pipeline from the boardroom across the company and throughout your customer communities.


Antonio Garza
Kansas City Southern, MoneyGram

Antonio Garza acts as counsel to White & Case in Mexico City and formerly served as U.S. Ambassador to Mexico from 2002 to 2009. Drawing on decades of high-profile political, legal and business experience, Garza is a strategic counselor to CEOs, investors and entrepreneurs, and has advised nonprofit, family office and philanthropic entities over the course of his career.

Garza is a director of Kansas City Southern, a member of the executive committee and chairman of the company’s subsidiary, Kansas City Southern de Mexico, and MoneyGram, where he serves as chairman of the company’s committee on compliance and ethics. Additionally, Garza is a trustee of Southern Methodist University and chairman of the university’s committee on legal and governmental affairs.

Do right. Enjoy. Repeat: Yes, this native Texan is paraphrasing Sam Houston. And let me tell you why I think that attitude is so important to the boardroom. As a director, you will generally know what the issues are, and the experts will share their insights and fill the air with what my dad used to call “fancy talk,” but the decisions will be yours. And that’s where good judgment matters. And the best judgement is born of integrity, commitment and constancy. Your company stakeholders expect and deserve that from you each and every day.


Ken Robinson
Paylocity Corporation, Morgan Stanley U.S. Banks

Ken Robinson is an independent director of Paylocity Corporation and of Morgan Stanley’s U.S. Banks. Robinson chairs the banks’ audit committee and serves on the risk and governance, management development and compensation committees. At Paylocity, he serves on the audit committee. Robinson also serves as trustee of the Financial Accounting Foundation (overseeing FASB and GASB) and is director of the Executive Leadership Council.

As a former senior executive, Robinson accumulated over 40 years of broad experience across accounting, audit, compliance, governance, P&L leadership and operations on a global scale with Procter & Gamble and Exelon. This equips him with deep knowledge of strategic, governance and operational issues facing complex large and small organizations in today’s changing business environment.

Integrating ESG metrics into corporate performance objectives: Corporate boards must consider an increasing proliferation of non-GAAP metrics in establishing corporate goals and performance metrics. ESG activities are already a consideration and will become increasingly so in coming years. The current diversity and inclusion/social justice issues may bring more focus on the “S” component of ESG. COVID-19 and other changes could push boards and corporations to expand their stakeholder view and cause them to prioritize groups that once might have been viewed as untraditional or secondary.


Larry Spencer
Whirlpool Corporation, Triumph Group, Haynes International

Retired U.S. Air Force General Larry Spencer serves as president for the Armed Forces Benefit Association (AFBA) and 5Star Life Insurance Company. AFBA provides survivor benefits and other benefits to the uniformed services, first responders and government employees, and to their families. 5Star Life is the primary underwriter of the AFBA member policies and is a provider of group and worksite insurance products.

Spencer previously served as president of the Air Force Association, where he set records for revenue generation, membership growth and technology symposium revenue, sponsorships, exhibit sales and attendance.

Spencer serves on the boards of the Whirlpool Corporation and Triumph Group, where he chairs the nominating and governance committee and on the board of Haynes International, where he chairs the corporate governance committee.

Board self-evaluations are critical to good governance: An effective board self-evaluation process should have three features: A survey, individual interviews, and a joint board discussion. A carefully crafted board survey provides anonymity while focusing board members on board dynamics and committee effectiveness. An interviewer can then follow up and probe deeper into survey results. Oftentimes, following the survey, board members have had time to reflect on their responses and may be more forthcoming during a private session. Finally, a full board discussion on the survey results and interviews offers the opportunity for open dialogue and agreement on improvement actions.


Richard “Stick” Williams
Coca-Cola Consolidated Incorporated, HomeTrust Bancshares

Stick Williams retired from Duke Energy Corporation in 2015. Williams held various executive roles during his 37-year tenure at the company, including SVP of environmental, health & safety, SVP of enterprise field services, VP of diversity & talent management, and president of Duke Energy Foundation.

Williams is a board member of Coca-Cola Consolidated Incorporated, where he serves on the compensation committee and HomeTrust Bancshares, where he serves as vice chair and lead independent director and chairs the executive committee and the governance and nominating committee.

He also serves on the boards of NACD — Carolinas Chapter, Atrium HealthCare System and Central Piedmont Community College. He has served as board chair of UNC Chapel Hill’s board of trustees, Greater Charlotte YMCA and The Mint Museum.

Positioning the board as a strategic asset: One of the most important responsibilities of the board is its refreshment — positioning the board as a strategic asset for the company. This must entail taking inventory of the talents/expertise/experiences/viewpoints currently represented and aggressively pursuing identified gaps. Even more important than identifying and pursuing the differences is the board chair’s role in compelling these new members to be integral to board discussion and decision-making. This intentionality around inclusion is critical to delivering on the strategic asset promise.


Cari M. Dominguez
ManpowerGroup, Triple-S Management Corporation, The Calvert Funds

Cari Dominguez is a nationally recognized expert on public policy, workforce issues and corporate governance. A former chair of the U.S. Equal Employment Opportunity Commission, she also served in the U.S. Department of Labor as assistant secretary.

Dominguez is a director of ManpowerGroup, a global workforce solutions company, and serves as lead director on the board of Triple-S Management Corp., the leading managed care company in Puerto Rico. She serves on the board of NACD as chair of the chapters and diversity, equality and inclusion committee and is on the faculty of NACD’s board advisory services. She is a trustee of The Calvert Funds and a member of the Latino Corporate Directors Association.

Fluidity, flexibility and fortitude: Social activism, racial unrest, heightened investor expectations to create more value with purpose, COVID, climate change, income inequality, demographics and workforce transformation — these are some of the major trends that continue to broaden the responsibilities of boards. ESG has claimed the attention of directors as never before, requiring greater fluidity of interactions across committees, more flexibility in board structure and operations, and an attribute rarely associated with governance: fortitude. Effective board leadership will require the courage to question conventional wisdom and groupthink, and the boldness of action to advance sustainable results for all stakeholders.


Myrna Soto
CMS Energy, Spirit Airlines, Popular Inc.

Myrna Soto serves on the boards of CMS Energy, Spirit Airlines and Popular Inc. She is recognized as a Governance and Board Leadership Fellow by NACD.

Soto is chief strategy and trust officer at Forcepoint, a global cybersecurity technology provider. She previously served as COO of a managed security service provider. Soto was also a partner at ForgePoint Capital and remains a venture adviser to and investor in the firm. Prior to ForgePoint Capital, Soto served as corporate SVP and global chief information security officer for Comcast Corp.

Soto holds a B.A. from Florida International University and master of science and master of business administration degrees from Nova Southeastern University.

A menu of risks that require extreme focus: It is critical for board members to focus on enterprise risk from a varletry of perspectives, not just the traditional risk measures, with a strong emphasis today on technology risk and technology adoption. Cybersecurity risk as it relates to the acceleration of digital transformations, customer data protections and infrastructure resiliency is are extremely impactful. Extreme focus on ESG efforts and outcomes is are in order as this is an area of attention for many investors, customers and shareholders overall.


Susan Chapman-Hughes
J.M. Smucker Company

Susan Chapman-Hughes currently serves as EVP/GM of global digital capabilities, transformation and operations in the Global Commercial Services division at American Express and leads the digital transformation of customer experience.

Chapman-Hughes serves on the board of the J.M. Smucker Company and was a director of Potbelly Corporation. In 2020, she was recognized as one of the “Most Influential Women in Payments” by PaymentsSource.

In addition to her professional roles, Chapman-Hughes is committed to volunteer work for nonprofit community development organizations across the United States and remains an active mentor to young people in her community. She is vice chair and finance committee chair of the National Trust for Historic Preservation, serves on the board of New York Junior Tennis & Learning and has served as trustee/board member of many national not-for-profit organizations.

ESG focus will require clarity: Environmental, social and governance criteria continue to increase in importance in the investment landscape. Boards will continue to have to ensure they have visibility into the broadening scope of ESG issues. Being clear on how to help companies navigate the increasing investor and governmental focus in this area will be key.

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