Risk, the Board and Compensation

The Character of the Corporation Year-End Briefing
Thursday, December 9 at 2 PM ET

Join Willis Towers Watson’s Don Delves, Managing Director and Practice Leader for Executive Compensation, North America, and Ken Kuk, Senior Director, Talent and Rewards; Ken Robinson, Global Public Board Director, Paylocity and Abercrombie & Fitch, Nina Henderson, Director, CNO Financial Group, and David Shaw, Directors & Boards Publishing Director, as new research findings are discussed and an Executive Compensation Guidebook for Climate Transition will be made available to attendees.

 
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One in 100-year events are happening with increasing frequency, and these Black Swans have added increasing challenges to the board’s role in evaluating and overseeing risk management and compensating senior management for successful risk mitigation. Any non-financial metric used in an incentive plan has to earn its way there.  Where should climate risk factor in, if at all? Where does it fit into the overall risk portfolio?  And if it’s important, how do you design compensation to incent appropriate senior management behaviors?

This session will:

  • Examine the risk environment facing boards in general
  • Discuss the board’s evolving role in managing those risks
  • Evaluate climate risks—and where they into overall risk
  • Compensating around risk—including climate risk

Don Delves

Managing Director and Practice Leader for Executive Compensation, North America for Rewards Line of Business, Willis Towers Watson

Don Delves is a Managing Director and Practice Leader for Executive Compensation, North America for Willis Towers Watson’s Rewards Line of Business. Based in Chicago, Don is a leading expert and highly sought-after consultant and speaker on corporate governance and executive pay and performance, with over 30 years’ experience consulting with major corporate boards and executive teams across the country. Don previously founded and led Willis Towers Watson’s Closely Held Business Practice, and is a recognized expert on principles-based corporate governance, incentive design, performance measurement and value creation.

Dr. Delves is frequently interviewed and cited as an expert in major media including Harvard Business Review, Fortune, The New York Times, The Wall Street Journal, Fox Business News, The Today Show, CNBC and National Public Radio. He has testified before the U.S. Senate and the FASB on the hotly debated issue of stock option expensing. Delves’ has published two books including Accounting for Compensation Arrangements, the definitive guide for accounting for stock options, equity incentives, and other forms of compensation.

Delves joined Willis Towers Watson in 2013 when The Delves Group was aquired. In 2001, he founded The Delves Group, a Chicago-based consultancy dedicated to working with corporate boards and compensation committees to improve their effectiveness and the way they are organized and directed. Prior to founding The Delves Group, Dr. Delves was the Managing Director of the Chicago office of iQuantic, a Partner at Sibson and Company, and an executive compensation consultant with Towers Perrin. He had previously worked with Arthur Andersen & Co.

Delves holds a doctorate in education in principles-based corporate governance from Fielding Graduate University, an M.B.A. degree in finance from the University of Chicago and a B.A., summa cum laude, in economics from DePauw University. He is highly-trained in process- and principles-based leadership with certifications from the Wright Graduate University, and is on the faculty of WorldatWork.

Dr. Delves writes and speaks regularly on management, executive pay and governance at a variety of organizations including the National Association of Corporate Directors, the National Association of Stock Plan Professionals, and the Brookings Institute. He has lectured on topics related to his field at several graduate schools of business, including the University of Chicago, Northwestern University and Loyola University Chicago. He also teaches principles-based leadership at the Wright Graduate University. Don serves on the boards of The Metropolitan Club of Chicago, the Private Directors Association, and the Wright Graduate University for the Realization of Human Potential.

Ken Robinson

Global Public Board Director, Paylocity & Abercrombie & Fitch

Ken Robinson is an independent Director of Paylocity Corporation, Abercrombie & Fitch Company, and of a Large Bank. Robinson chairs the Large Bank’s Audit Committee and serves on the Risk and Governance and Management Development & Compensation Committees. At Paylocity, he serves on the Audit Committee; at Abercrombie he serves on the Audit Committee and ESG Committee. Robinson also serves as Trustee of the International Financial Reporting Foundation which oversees International Accounting Standards Board (IASB) and will oversee the new International Sustainability Standards Board {ISSB} and is a former Trustee of the Financial Accounting Foundation  which oversees Financial Accounting Standards Board.

As former C-suite executive, Robinson accumulated over 40 years of broad experience across Accounting, Audit, Compliance, Governance, Financial P&L leadership, and operations on a global scale with The Procter & Gamble Company and Exelon Corporation. This equips him with deep knowledge of strategic, governance and operational issues facing complex (large and small) organizations today’s changing business environment.

 

Potential integration of ESG metrics into corporate performance objectives and incentives: Corporate Board 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 & 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 non-traditional or secondary.

 

Nina Henderson

Director, CNO Financial Group

Nina Henderson is a Director of CNO Financial Group (Bankers Life, Washington National, Colonial Penn insurance companies), Chair Human Resource Compensation Committee, Director of Hikma Pharmaceuticals PLC Audit, Remuneration, CSR, Governance Committees, Employee Engagement Lead, Director of IWG PLC (formerly Regus), Chair Remuneration Committees, Employee Engagement Lead.

She has served on numerous corporate boards including as a Director of AXA Financial Inc. The Equitable Companies; Del Monte Foods Company; Pactiv Corporation; Royal Dutch Shell, PLC; Hunt Corporation and Walter Energy Inc.

At Bestfoods (predecessor company CPC International), Nina was one of fourteen corporate officers as President and Corporate Vice President of Bestfoods Grocery $1.3 billion U. S. consumer business; Corporate Vice President Bestfoods Food Service Global Development $1.7 billion in Europe, Middle East, Asia, Latin America, North America; President and Corporate Vice President and President of Bestfoods Specialty Markets Group in Canada, United States, Caribbean, Worldwide Exports. Prior to her general management responsibilities she held numerous executive marketing positions.  Bestfoods was acquired by Unilever.

Nina is Vice Chair of Drexel University’s Board of Trustees, a Commissioner of the Smithsonian’s National Portrait Gallery, a director of the Visiting Nurse Service of New York and the Foreign Policy Association.

Henderson holds a Bachelor of Science degree from Drexel University.

Ken Kuk

Senior Director, Talent and Rewards, Willis Towers Watson

Ken is a Senior Director in the Talent and Rewards segment at Willis Towers Watson based in the Washington D.C. office.

Ken’s consulting experience specializes in executive and broad-based compensation, as well as HR issues in an M&A setting. In his compensation work, he advises Boards and senior management on subject areas such as effective executive and employee reward strategy and programs, incentive/equity program design, sales effectiveness and reward, performance goals setting, and pay-for-performance evaluations. Ken has worked across industries, with a particular focus on professional services, technology and renewable energy sectors. Much of Ken’s work is dedicated to designing effective rewards strategy and programs that increase engagement of digital talent and drive innovation, including compensation designs for pre-IPO companies and digital ventures.

Ken co-leads Willis Towers Watson’s professional services industry group. He is the lead compensation consultant for multiple leading consulting companies. He is a key contributor in some of Willis Towers Watson’s industry-leading research and intellectual capital development initiatives, such as ESG, equitable total rewards, as well as effective human capital management at start-ups, digital companies, partnerships, and private equity owned companies. 

Ken holds a B.S. with honors in Policy Analysis and Management from Cornell University. Prior to joining Willis Towers Watson, Ken worked at one of the nation’s largest public policy research organizations as a database manager.

David Shaw

Publishing Director, Directors & Boards

David Shaw is the publishing director of Directors & Boards and its sister publication, Family Business. With more than 30 years of experience in business-to-business and consumer media markets, he has served as an editor, publisher, publishing director, group publisher and group vice president of a variety of publications, trade shows, conferences and websites.

Prior to founding GRID Media, David served as senior vice president for Phillips Business Information Inc., where he oversaw nearly 100 discrete media properties, and helped build the business from $35 million to more than $100 million in annual revenues. He is a frequent author and speaker on issues related to business-to-business media, multi-generational family businesses and private and public company governance. He is married, with two grown children, one serving in the Navy and the other in law school.


Benefits
  • No cost to attend.
  • All participants receive a copy of the webinar materials after the event.
  • All particpants will receive the Directors & Boards newsletter featuring real-time news, analysis and thought leadership on corporate governance  -- all delivered right to your inbox every Monday morning. You may, of course, opt out at any time.
  • Opportunity for questions and feedback.
  • Unbiased third-party director education.
  • 60 minutes -- maximum value for time.

Sponsor
Willis Towers Watson