Webinar Overview

Numerous recent studies have confirmed that, while there has been some progress made in diversifying boards of directors, the progress has been slow and there remains much more work to be done in improving the level of women and minority membership on public company boards, particularly at public companies outside of the Fortune 100. Over the past year, a number of major institutional investors have taken steps to throw their weight behind the issue of board diversity. During the 2017 proxy season, one of the world’s largest index funds voted against the reelection of directors at 400 companies on grounds they failed to take steps to add women to their boards.For this webinar, we have assembled a panel of veteran public company directors who have been at the forefront in contributing to the progress being made in enhancing board diversity to share their experiences and insights gained as a woman or minority director, why they believe board diversity is such a critical issue and what steps need to be taken to increase board diversity.

Moderator

Keith E. GottfriedPartner & Shareholder Activism Defense Practice LeaderMorgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner at the law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 3 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the 2016 full year (as of February 1, 2017), No. 2 in the Factset SharkRepellent 2016 full year activism defense league table (as of January 26, 2017) and No. 2 in the Activist Insight Magazine 2016 full year activist defense league table (as of December 5, 2016), in each case based on the number of publicly disclosed activist defense matters that Morgan Lewis has been involved in.  Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in the 2017 edition of Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed White House appointee in the administration of President George W. Bush. Keith holds a J.D. from the Boston University School of Law, an M.B.A. from the Boston University Questrom School of Business and a B.S. in Economics from the Wharton School of the University of Pennsylvania. 

Panelists

Susan M. AngeleSenior AdvisorKPMG Board Leadership Center

As a former Fortune 500 executive and an expert in board governance, Susan is a frequent writer and speaker on topics of importance to corporate directors in her role as Senior Advisor, KPMG Board Leadership Center. The Board Leadership Center engages with directors and business leaders to help articulate their challenges and promote continuous improvement, by delivering insights and practical thought leadership – on risk and strategy, talent and technology, globalization and compliance, financial reporting and more, all through a board lens. Prior to KPMG, in roles including Vice President, Global Deputy General Counsel at The Hershey Company and Chief Counsel, US Snacks at Mondelez (then a $5billion division of Kraft/Nabisco), she provided legal and business advice and led initiatives that protected value and enabled sustainable, global growth of some of the world’s most famous and best-loved brands.Susan is a member of Women Corporate Directors and a NACD (National Association of Corporate Directors) Board Leadership Fellow. She is a graduate of Columbia University School of Law and Sarah Lawrence College. 

Francis H. BrydPrincipalBryd Governance Advisory

Francis Byrd has 20 years of experience in the corporate governance and ESG fields possessing a wide perspective on the goals and motivations of institutional investors and corporate issuers. Francis has held responsible positions with top institutional investors (TIAA, the Connecticut Retirement Plans & Trust Funds and the NYC Pension Funds); assessed governance quality at North Americas largest companies on behalf of bondholders and creditors (at Moody’s Investors’ Service) and advised corporate public issuers on how to respond to and engage with activist investors,ESG advocates, shareholder proponents and proxy advisor firms (at proxy solicitation/shareholder communications firms The Altman Group and Laurel Hill Advisory). In 2014 and 2010, NACD Directorship identified Francis as a D-100 governance professional and one of a group of 30 “People To Watch”, respectively.As Principal of Byrd Governance Advisory, Francis provides strategic advice on shareholder communications, engagement strategy and investor relations to corporate issuers. As Senior Consultant for Integrated Compliance Solutions Group LLC, Francis works with ICS Group’s corporate, pension plans and investment advisory clients to assess internal governance policies. As a Consultant with TOP Capital Advisors (TCA), Francis assists the firm's private equity clients with the preparation of due diligence, private placement memorandums and marketing materials used in presentations to institutional investors. In addition, Francis provides strategic input relating to corporate governance matters and ESG disclosure. 

Celeste A. Clark, PhD.PrincipalAbraham Clark Consulting  LLC

Dr. Celeste A. Clark served as a senior executive of Kellogg Company where she was a member of the Global Executive Management Team, and had an accomplished career spanning nearly 35 years in the food industry. She was responsible for leading the development and implementation of health, nutrition and regulatory science initiatives globally. In addition, she also led the global functions of corporate communications, public affairs, sustainability, philanthropy and several administrative areas.Dr. Clark served as President, Kellogg Corporate Citizenship Fund, the company's philanthropic entity. In this capacity, she was responsible for providing grants that aligned with business objectives in the communities served by Kellogg globally. Corporate reputation management and corporate social responsibility (CSR) were integral to the work performed. She also served as Chief Sustainability Officer, and worked closely with the company's operational team to help ensure that the sourcing, manufacturing and distribution of food products were aligned with the efficient use of environmental resources.Dr. Clark has board governance experience in both publicly- and privately-held companies, and in non-profit organizations. She served as a director of the Mead Johnson Nutrition Company, until its acquisition in 2017 by Reckitt Benckiser where she served on the Nominating and Governance, Compliance and Risk, Nutrition Science and Technology, and Audit Committees; AdvancePierre Foods, until its acquisition in 2017 where she chaired Corporate Nominating and Governance, and served as a member of  the Audit, and Transaction Committees. Dr. Clark also served as a director of Diamond Foods, Inc., and was a member of the Nominating and Governance, and Compensation Committees until the company's acquisition by Synder’s-Lance, Inc. in 2016. She currently serves on the boards of Omega Protein, Inc. where she is a member of the Nominating and Governance, and Compensation Committees; and privately-held AAA Michigan, where she serves on the Nominating and Governance  Committee; and Kate Farms, Inc.  Dr. Clark is a trustee of the W.K. Kellogg Foundation and is engaged in non-profit work both domestically and internationally to improve the lives and outcomes for vulnerable children and their families. She is the principal of Abraham Clark Consulting, LLC and consults on nutrition and health policy, regulatory affairs, and leadership development.Dr. Clark serves as adjunct professor at Michigan State University, East Lansing, Michigan in the Department of Food Science and Human Nutrition. She is also an invited guest lecturer/speaker at other universities on food and health policy, leadership development, and philanthropy. Dr. Clark has been recognized with numerous awards and professional accomplishments. She is a member of several professional organizations and is engaged with various civic organizations in her community. 

Honorable Nelson A. DiazPartnerDilworth Paxson LLP

Hon. Nelson Diaz, a partner at the law firm of Dilworth Paxson LLP. Judge Diaz served on the Board of Directors of Exelon Corporation from 2004 to 2015, Previously, he served as the City Solicitor for the City of Philadelphia from December 2001 through January 2004, and Judge of the Court of Common Pleas, First Judicial District of Pennsylvania (1981-1993), where he served as Administrative Judge responsible for supervising judges and staff and managing the budget. Judge Diaz also served as General Counsel, United States Department of Housing and Urban Affairs (1993-1997). Judge Diaz has also served as a director of the Philadelphia Electric Company (PECO) and served as Chairman of the board of trustees of Paradigm Multi Strategy Fund I, LLC. Judge Diaz is a Trustee of Temple University.