• One Wild Month for Elon Musk, Twitter and Tesla
    By Bill Hayes
    Share purchases, board seats, poison pills…oh my! If the saga of Elon Musk’s quest for Twitter was a rollercoaster, it would rank among Six Flags’ finest. In less than 30 days’ time, Musk went from buying a 9.2% share of the company to joining the board of Twitter to not joining the board ...
  • More Gender Diversity Needed on Corporate Boards
    By Bill Hayes
    Lack of women is especially apparent at the C-suite level.In February 2022, Jennifer Reynolds officially became the CEO of Women Corporate Directors, an organization touted as “the world’s largest membership organization and community of women corporate board directors.” Reynolds, who serves on the ...
  • CEO Pay Records a Major Increase in 2021
    By Bill Hayes
    Report finds bonus payouts bolstering CEO financial performance. According to early proxy filers, 2021 was a bounce-back year for CEOs, with total pay recording an uptick of 19% and bonus payouts up nearly 75% from 2020. Such were the findings of a recent Compensation Advisory Partners rep...
  • Tech-Savviness in the Boardroom
    By Carey Oven and Rich Penkoski
    Director technology knowledge is key to company performance and growth.When the COVID-19 pandemic upended our lives in March 2020, little did we know that it would usher in a new wave of digital transformation and technology adoption for companies across nearly every industry. Suddenly, many office ...
  • Cybersecurity Is Essential to ESG and Corporate Governance
    By Erica Vinish and Adriana Villasenor
    Make cybersecurity part of your approach to ESG.While there may not be a C in ESG, the increasingly digital landscape of business is proving that you can’t have a complete appreciation of environmental, social and corporate governance concerns without extensive knowledge and understanding of cyberse...
  • A Politicized World Demands Director Neutrality
    By Lawrence A. Cunningham
    The public depends on directors who are principled, decisive and protective of shareholders.Individual investors rely on corporate directors to protect their investments. Directors are watchdogs; they are minding the store on behalf of the public. The best directors have an interest in the specific ...
  • Age Should Be Nothing but a Number for Qualified Board Members
    By Beverly Cole and Judith Schrecker
    It may be time to rethink age limits for corporate board service.Boards and companies that are considering not hiring (or the removal of) otherwise qualified directors for no other reason than age perhaps should look to the Sunshine State and the NFL. As Tampa Bay’s Tom Brady defies traditional...
  • What Makes a Good Board Member?
    Issue: 2022 Second Quarter
    By Margaret Steen
    Quality directors must be collaborative, committed and courageous.  To help companies navigate disruptive technology, a global pandemic and other major challenges facing companies today, a high-performing board of directors is more essential than ever. “The level of change and disrupt...
  • Board Practices in the Digital Age: Using Corporate Governance to Maximize the Benefit-to-Cost Ratio of Information Technology (Magazine Version)
    Issue: 2022 Second Quarter
    By Leo E. Strine Jr. and Laura McIntosh
    Virtual capabilities and electronic documents are double-edged swords.(The following is an excerpted version of a larger piece. Please find the full article here.) Modern information technology can markedly improve the efficiency and quality of the deliberative processes of corporate boards of ...
  • How Many Boards Is Too Many?
    Issue: 2022 Second Quarter
    By Erin Essenmacher
    There are risks to overboarding, both for the company and the director.The past decade has seen a trend toward directors rightsizing their board portfolios to better align with the increased demands of the job. According to the National Association of Corporate Directors’ annual public company ...
  • How Big Is Too Big?
    Issue: 2022 Second Quarter
    By Bill Hayes
    The best boards closely monitor their director count. The median number of board members in the Russell 3000 has remained stable over the past five years, growing from 9.0 in 2016 to 9.1 in 2020, according to Corporate Board Practices in the Russell 3000, S&P 500 and S&P MidCap 400: 202...
  • When Stress Strikes the Boardroom
    Issue: 2022 Second Quarter
    By Frank M. Placenti
    Eight characteristics of the courageous board.Airline pilots and anesthesiologists have been known to quip that their professions involve “90% boredom and 10% sheer terror.” I have come to view service on a public company board in a similar fashion. Like pilots reviewing preflight checklists, p...
  • Dangerous Managerial Liaisons: Distortions, Misdirection and Fad Terminology
    Issue: 2022 Second Quarter
    By Gregory P. Shea, Ph.D.
    Boards can help the C-suite avoid the perils of short-term thinking.Many board members have seen it all: quality circles, Theory Q, The One Minute Manager, stack ranking, open-space offices and hoteling. Seasoned board members have seen fads bordering on rages sweep through the managerial and execut...
  • How the Board Can Build Trust in the Company
    Issue: 2022 Second Quarter
    By Yoram Solomon, Ph.D.
    High trust generates significant shareholder value.Customers prefer to deal with companies they trust, even if they have to pay more. In a survey I conducted, I found that customers are willing to pay a 29.6% premium to a company they trust. Employees also benefit from working in high-trust env...
  • New Life for Captive Insurance Subsidiaries
    Issue: 2022 Second Quarter
    By Doug Raymond
    There are updated options for boards of Delaware corporations seeking D&O insurance. Under recently adopted legislation, boards of Delaware corporations may use a captive insurance company to provide or supplement their directors & officers (D&O) insurance coverage. This obliga...
  • Pay Is Not the Only Factor in Retention
    Issue: 2022 Second Quarter
    By Blair Jones and Deborah Beckmann
    Build an employee value proposition.  The Great Resignation has put retention on the agenda of many boards. Rather than simply reacting — prioritizing pay raises or special packages to stay competitive  — directors can engage management toward a proactive approach. In the past, m...
  • Thank You for Your Service
    Issue: 2022 Second Quarter
    By Robert H. Rock
    As publisher of Directors & Boards, the question I am most frequently asked is “How can I get on a board?” The second most frequently asked question is “What makes for a great board?” In his President’s Letter for the March 2022 edition of our sister publication, Private Company Director, my son...
  • Jack of All Trades, Master of None
    Issue: 2022 Second Quarter
    By Charles Elson
    While the debate over board focus on environmental and social issues has dominated popular attention for the last two years, a similar — though unexpected — controversy may be brewing. It centers on the idea of how many boards is too many for an individual director and whether there should be an exc...
  • Law or No Law, Diverse Boards Reap Benefits
    Issue: 2022 Second Quarter
    By Bill Hayes
    Build diversity into your board’s composition game plan.In this edition of Directors & Boards, we help you reimagine your board by asking some fundamental questions: • “What are the essential qualities of a good director?”• “What ways can boards best leverage technology?”• “How many boards ...
  • President Biden Announces Two SEC Nominations
    By Bill Hayes
    Key Pelosi adviser and career SEC attorney pegged.President Joe Biden recently made two nominations to the SEC, identifying Jaime Lizárraga and Mark Uyeda as potential commissioners.  Lizárraga currently serves as senior advisor to Speaker of the House Nancy Pelosi, overseeing issues relat...