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Board Leadership Forum, Dallas - Agenda

May 16, 2017

8:00 – 8:45 AM

Breakfast and Registration

8:45 – 9:00 AM


  • David Chun, Chief Executive Officer, Equilar, Inc.
  • Stephen Valenta, Senior Managing Director, Nasdaq

9:00 – 9:50 AM

Boards that Lead: What Do Investors Want to See from Directors?

  • Ken Bertsch, Executive Director, Council of Institutional Investors
  • Maureen O’Brien, VP & Corporate Governance Director, Segal Marco Advisors
  • TerriJo Saarella, Corporate Governance Director, State of Wisconsin Investment Board
  • Moderator: Jan Sharry, Partner, Haynes and Boone LLP

This session will shed light on key factors investors consider in voting decisions, including perceived director independence, levels of expertise, shareholder responsiveness and over-boarding concerns. Panelists will also weigh in on why boards must address deficits in board composition to eliminate vulnerabilities and enhance the board’s value to shareholders.

9:50 – 10:35 AM

Framing the Conversation: Risk and Strategy in the Boardroom

  • Tony LeVecchio, Chairman, LegacyTexas Financial Group; Board Member, Uni-Pixel Inc.
  • Amjed Saffarini, Chief Executive Officer, CyberVista
  • Billie Williamson, Board Member, CSRA, Energy Future Holdings, Janus Capital Group, Pentair
  • Moderator: Dennis McCuistion, Executive Director, Institute for Excellence in Corporate Governance, University of Texas at Dallas

To remain competitive in today’s fast-paced landscape, boards must regularly discuss how to balance strategy with risk. This panel will share tips on how directors can ensure they are fulfilling their risk oversight responsibilities as they weigh strategic growth options and impact change beyond the boardroom walls.

10:35 – 10:55 AM

Networking Break

10:55 – 11:45 AM

Activism and Shareholder Value: Key Considerations for Boards

  • Tom Klein, Board Member, Cedar Fair
  • Neil Kurtz, Board Member, Medidata Solutions and TeamHealth
  • Moderator: Jennifer Wisinski, Partner, Haynes and Boone LLP

The quickening pace of activist settlements shows how dissident shareholders are reshaping the way chief executives manage their businesses and their boardrooms. This panel will evaluate proactive measures boards can put in place to minimize becoming a target, including capital allocation priorities, governance decisions and other strategic communication initiatives, as well as shed light on what it’s like to engage with activists on the board.

11:45 – 12:15 p.m.

Keynote: The Board’s Role in Innovation

  • Thomas Leppert, Board Member, View Inc.
  • Rao Mulpuri, Chief Executive Officer, View Inc.
  • Moderator: TK Kerstetter, Host, Inside America’s Boardrooms

12:15 – 1:00 p.m.


1:00 – 1:45 p.m.

Board Evaluations and Succession Planning: Keeping the Board Cutting-Edge

  • Jonathan Foster, Board Member, Berry Group, Lear and Masonite International
  • Ann Harlan, Board Member, Gorman-Rupp
  • Paula Loop, Leader, PwC’s Governance Insights Center
  • Moderator: David Chun, Chief Executive Officer, Equilar, Inc.

As investors continue to emphasize the need for board refreshment, boards must develop a more strategic approach to board succession planning. This panel will share perspectives on how boards can best use the evaluation process to identify gaps, strengthen individual directors’ contributions to the board, and address any shareholder concerns around board composition to ensure the right board team is in place.

1:45 – 2:10 p.m.

Table Talk: Peer Insights on Director Recruitment

Attendees will divide into small peer groups to discuss their processes for recruiting the right talent for current and future situations, including a discussion on diversity of talent, capability, experience, gender and race. Learn how to improve your director recruitment processes with search firms, peer networks and other tactics.

2:10 – 2:25 p.m.

Networking Break

2:25 – 3:10 PM

To Acquire or Not: The Board’s Role in M&A

  • Gina France, Board Member, CBIZ, Huntington Bancshares and Cedar Fair
  • Maribess Miller, Board Member, Triumph Bancorp and ZixCorp.
  • Margaret Whelan, Board Member, TopBuild
  • Moderator: Catherine Bromilow, Partner, PwC’s Governance Insights Center

This panel will explore common challenges and potential missteps companies make in acquisitions and share tips boards can take to improve deal execution and value capture.

3:10 – 3:40 PM

Director Pay: Balancing Ownership with Objectivity

  • Karen Bogart, Board Member, Mohawk Industries and Michelman
  • Jan Koors, Managing Director, Pearl Meyer
  • Moderator: Matthew Goforth, Managing Editor, Equilar, Inc.

Over the past few years, director compensation has shifted and now includes a heavier mix of equity in the past. Even if director equity vests on a time-based schedule and is not directly based on performance, ultimately board members’ compensation and personal worth will be tied to stock price performance over time. With recent director compensation-related litigation, this panel will look at considerations boards should take into account when setting their own pay.

3:40 – 4:30 PM

Maximizing Shareholder Support: The Keys to Effective Engagement

  • Michael Brittian, Partner, Meridian Compensation Partners
  • Alan Crain, Board Member, EP Energy Corporation
  • Ingrid Keiser, General Counsel, Secretary & EVP of People Strategy, ClubCorp Holdings
  • Kern McPherson, Senior Director of North American Research, Glass, Lewis & Co.
  • Moderator: Ron Schneider, Director, Governance Services, Donnelley Financial Solutions

With the annual proxy season drawing to an end in early May, this panel will share key takeaways from annual meeting season and provide valuable tips on how to most effectively engage investors on key issues outside proxy season, as well as how to respond to any feedback received.

4:30 – 5:30 PM

Networking Reception

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