Directors to Watch 2012

 

Mary Pat McCarthy
Director, Mutual of Omaha

Mary Pat McCarthy is a thought leader on corporate governance and audit committee effectiveness who recently joined the Mutual of Omaha board following a career at KPMG LLP, where she rose to the position of vice chair.

She served on the boards of the Multiple Sclerosis Society of Minnesota, Tech Museum of Innovation in Silicon Valley and Santa Clara University's Leavey Graduate School of Business. At KPMG she served on Management and Operations Committees and as executive director of the Audit Committee Institute.

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McCarthy is a CPA and co-author of books on risk, strategy, and business transformation, and has contributed to National Association of Corporate Directors (NACD) Blue Ribbon Commission Reports on Risk Governance, Performance Metrics, Lead Director Effectiveness, and Board Diversity.

Ensuring That Governance Is Keeping Pace: “I think the pace of change and sheer complexity of doing business today is causing boards to step back and take a fresh look at all of the company's key governance activities, from risk management and crisis readiness to strategic planning and regulatory compliance. Do all of these governance activities share a common view of the company's major risks and the plans to manage these risks? Are strategy, execution, and contingency plans calibrated based on this common view? In my previous role as an audit partner and executive director of KPMG's Audit Committee Institute, I could see boardroom conversations moving in this direction. And while there's no simple answer, just posing the question ‘Is governance keeping pace?' is likely to spark a valuable discussion today.”

Elaine J. Eisenman
Director, DSW Inc., Active International,
Harvard Vanguard Medical Associates

As dean of executive and enterprise education at Babson College, Elaine J. Eisenman, Ph.D., is responsible for the strategy and growth of this top-rated division, focusing on custom programs for corporate clients and for programs in entrepreneurship for schools, family businesses, growing businesses, and foundations. She is also responsible for the management of the award-winning Babson Executive Conference Center.

Eisenman has served on public company boards since 1996, when she joined the United States Tobacco board. She currently is a board member of specialty retailer DSW Inc., marketing firm Active International, and Harvard Vanguard Medical Associates, a designated accountable care organization. Additionally, she is a founding member and member of the advisory boards of WomenCorporateDirectors and The Belizean Grove. In 2010, she was selected by Agenda Magazine as a Top 100 Diversity Board Member.

Eisenman has held senior executive positions at public companies such as American Express, Enhance Financial Services Co., and The Children's Place, and private companies such as PDI International and Management & Capital Partners, where she was chairman.

Opportunity Cost Is Also a Risk: “I worry that the charge to directors to identify and prevent all downside outcomes from risks may be the biggest risk of all. We live in a time of uncertainty with little ability to accurately predict all the economic and political issues that may affect the outcome of decisions made. Yet, as directors, our duty is to protect the interests of our shareholders, which requires a high level of understanding of not only the potential outcomes and consequences, both intended and unintended, of proposed management actions, but also those external factors that impact the actions. This understanding is often viewed as the key to eliminating all downside risk from our companies' portfolios. Paradoxically, the goal of preventing all downside risk, which, in truth, is unattainable, may well sow the seeds for the destruction of shareholder value by also eliminating opportunities leading to growth. Recognizing that taking risks is necessary for growth allows directors to support management in moving forward successfully in the face of complex and unpredictable operating environments.”

Kathy G. Eddy
Director, Harsco Corp.

Kathy G. Eddy is a member of the board of directors of Harsco Corp., a diversified global industrial services and products company. She serves as the board's lead director and as a member of the audit committee. Prior to becoming lead director she was chairman of the audit committee and a member of the nominating and governance committee.

Eddy also serves on West Virginia United Hospital System board of directors and is chairman of the organization's audit and compliance committee. She is a certified public accountant and served as chairman of the board of directors of the American Institute of Certified Public Accountants for the year 2000-2001.

Beyond the Letter of the Role: “Some organizations with lead directors, I suspect, have defined the role well. However, I have found that it is less about what is written and more about quietly understanding both the issues that face the company and the people involved in the governance of the organization and how they relate to each other. A lead director may serve as mentor to some, a trusted advisor to others, an arbitrator and a manager in a crisis. I believe the most effective lead director must understand the perspective of those impacted by the role rather than simply following the written definition of the role.”

Catherine A. Allen
Director, Synovus Financial Corp., El Paso Electric Co., Stewart Title Guaranty Corp.

For more than 30 years, Catherine A. Allen has been acknowledged as an outstanding leader in innovation and technology strategy and financial services.

Allen stepped down from her role as the founding CEO of the financial services industry consortium BITS in 2007 after a decade of service. During her tenure, she worked closely with the CEOs, CIOs and senior executives at the nation's largest institutions to create best practices in over 30 areas of technology and risk management for the industry.

Today she is chairman and CEO of The Santa Fe Group, a strategic consulting firm based in Santa Fe, New Mexico. Earlier in her career, she was a senior executive at Dun and Bradstreet and Citicorp. She also founded and chaired the Smart Card Forum and Electronic Yellow Pages Association.

Allen sits on three corporate boards, including Synovus Financial Corp., where she is a member of the nominating and governance and risk committees; El Paso Electric Co., where she sits on the compensation, external affairs and energy resources committees; and Stewart Title Guaranty Corp., where she chairs the technology committee and is a member of the compensation committee.

She is a board member of WomenCorporateDirectors, and formerly was a board director for 3G Technologies and NBS Technologies and served on the advisory boards for Citicorp's Global Transaction Business and Hudson Partners.

Social Media Is a Game Changer: “Most boards today are made up of former or sitting CEOS and executives from the Baby Boomer generation. While we know about Facebook, Twitter, YouTube and LinkedIn (at least from our kids and grandkids), we most likely are not big users. And we may not be aware of how social media is changing how businesses operate, communicate and manage their reputations. Companies around the globe are grappling with social media strategies and its threats and opportunities. Social media is used to bring activists together at stockholder meetings, as exhibited at the recent Bank of America meeting and with the Occupy Wall Street Movement. Viral stories or videos by disgruntled employees have impacted corporate reputations and stock prices. However, there is a positive side as well, in providing a better, and alternative, way to reach new customers, conduct research and provide marketing and sales incentives as well as influence thought leaders. There are a number of steps boards can take to understand social media, but it begins with discussions at the risk committee and board level on effective monitoring practices, education of employees, proactive conversations using social media, and fluid policies to speed appropriate policies when things go wrong. Understanding social media today is as important as understanding our corporate strategies because they are unequivocally linked.”

Katherine August-deWilde
Director, First Republic Bank

Katherine August-deWilde serves as president and chief operating officer at First Republic Bank. She has been an executive there since inception, joining as CFO in 1985 and being elected to the board in 1988. Prior to joining First Republic, she served as senior vice president and CFO at PMI Mortgage Insurance Co. Early in her career she was an associate at McKinsey & Company in San Francisco and London.

August-deWilde currently serves on the board of First Republic and is a Boys and Girls Clubs of San Francisco trustee. She also serves on the advisory councils for Stanford University's Center on Longevity and Clayman Institute for Research on Gender.

Focus on Alignment: “Boards need to focus on aligning management motivation with shareholder results. Consequently, directors must ensure the right mix of risk oversight and innovation. The challenge for board members is to understand the drivers of innovation, accelerate responsiveness to changing markets, and always remain cognizant of risk.”

Cynthia Hardy Young

Cynthia Hardy Young has managed the P&L of multibillion-dollar divisions in publicly traded companies, led turnarounds, and practiced as an attorney in law firm and corporate environments with an emphasis on corporate defense, directors and officers liability, and risk management.

Young's professional experience includes president of Encompass Insurance, a $2.5 billion division of Allstate Insurance; president, personal lines division, Hanover Insurance, a $1.5 billion operation; and other executive positions. As an attorney, Young handled claims made under community bank D&O liability, bankers' blanket bond, trust errors and omissions, and employment practices liability products in Progressive's Professional Liability Group. She also was a litigation associate at Jones, Day, Reavis & Pogue.
Young is a member of the advisory board of Work At Home Vintage Employees and a member of the board of directors of Communities in Schools of Chicago and the Institute for Student Achievement, based in New York City. She was named to the Top 100 Minority Executives and Emerging Leaders (Diversity MBA) and to 100 Women to Watch (Diversity Journal).

Changing Risk Management Standards for Boards: “As a student of risk management, I place particular focus on the board of director's risk oversight. I appreciate the criticality of risk management as part of corporate governance, especially given current global economic pressures, the recent economic crisis, and growing legislative, regulatory and shareholder attention on risk management. Heightened focus on the board's risk oversight of a firm is part of a dynamic that requires board attention to risk prevention and risk management, as well as an understanding of changing risk management standards for boards.”

Julie Causey
Director, Federal Reserve Bank of Minneapolis,
HealthEast Care System

Julie Causey is executive chairman of Western Bank, an independent community bank with assets of $400 million and a 95-year legacy of strong financial performance. She was appointed vice chair in 2002 and executive chairman in 2004. In her role as executive chairman, Causey is the treasurer and principal financial officer for the holding company of Western Bank. She has P&L accountability, including profitability, asset quality, capital adequacy, and risk management.

In addition, Causey currently serves on the board of directors of the Federal Reserve Bank of Minneapolis and the HealthEast Care System, where she is a member of their audit committees. Causey's financial expertise and global experience provide a valuable contribution within the regulated and rapidly evolving banking and healthcare industries where a focus on enlightened leadership, change management, and technological evolution drives company success.

Age Diversity in the Boardroom: “I believe that top corporate performance requires age diversity in the boardroom. With the average age of public corporate directors at 62, enlightened governance demands that a variety of ages are engaged for the benefit of shareholders. When paired with the experience and skills of seasoned directors, directors in their 30s and 40s can bring strong technical savvy, an appetite for innovation, and a fresh way of thinking. As corporate boards focus on enhancing financial and strategic performance and the leadership of an evolving workplace, a multigenerational approach to governance is critical.”

Deborah L. Wince-Smith
President and CEO, Council on Competitiveness

Deborah L. Wince-Smith, who became president of the Council on Competitiveness in 2001, is an internationally renowned leading voice on competitiveness, innovation strategy, science and technology, and international economic policy. She has been credited with recharging the national debate on competitiveness, innovation and resilience. She is frequently called upon to testify in front of the U.S. Congress and appears regularly on global television news networks including Bloomberg, BBC, CNBC, CNN and Fox News.
Wince-Smith serves as a director of several publicly and privately held companies, leading national and international organizations, as well as U.S. government advisory committees. As a member of the board of Nasdaq OMX, she has served on the audit, compensation and finance committees. She also serves as a board member of start-up technology companies specializing in hi-definition displays, consumer electronics, and medical devices. She is on the board of the American Telemedicine Association, Lincoln Center Institute's Imagination

Conversation, and serves on the nonprofit, charitable boards of the U.S. Naval Academy Foundation and the Smithsonian National Board.
She is a Senate-confirmed member of the Oversight Board of the Internal Revenue Service, and recently chaired the Secretary of Commerce's Advisory Committee on Strengthening America's Communities. She currently serves on the Secretary of State's Advisory Committee on International Economic Policy. She chairs the World Economic Forum's Global Agenda Council on Competitiveness and is a member of Japan's prestigious global Science & Technology in Society Forum Council. 

Enterprise Risk and Resiliency Issues Must Move To the Boardroom: “Globalization, technological interdependency, terrorism, natural disaster, and energy volatility have raised business risk. Topping the list, malicious cyber activity is occurring on an unprecedented scale. Almost two-thirds of U.S. firms have been victims of cybersecurity or information breaches. Boards must lead companies beyond risk management to enterprise resiliency. The Adaptation Imperative is not just a job for the audit committee, security, or operations managers. Resiliency must be baked into the enterprise with decision-support capabilities that uncover risks, and robust and secure systems that endure disruption. Rampant risk is a global game-changer, and enterprise resiliency a competitive differentiator in the 21st century.” 

Angela Larson
Director, Pozen Inc.

Angela Larson began serving as a director on a public board in 2008 at the age of 40 and serves on the audit committee as financial expert. Her board experience includes strategic business review and asset rationalization leading to divestitures and partnerships for non-core assets. With a strong background in economics, her strength in analysis was honed through 12-plus years of Wall Street experience evaluating health care companies across varied therapeutic markets and financial and business models. As a senior officer of a financial firm, she was directly involved in firmwide strategy formulation, management of the research department, and SEC regulatory compliance pertaining to publishing/marketing.

In recent years, as an entrepreneur and the chief executive of award winning boutique storybook and toy company Fierce Fun Toys LLC, Larson has developed products and managed international manufacturing schedules, national retail distribution, and social media efforts supporting online sales.  

Comfort Zones No Longer Exist: “The speed of business evolution and the inconsistencies in financial markets have been a one-two punch for investor awareness. Technology has changed everything from manufacturing, to legal risks, to marketing becoming synonymous with social media. These changing dynamics have not only affected business operations, but also how public companies need to present themselves with regulators and investors. The pressure on boards to stay socially relevant is high and must be examined as part of proactive risk analysis. Board diversity includes business skills and social awareness; a lack of diversity can be detrimental to shareholder value.”                                           â– 
 

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