PCCE Directors' Academy 2022

October 12-14, 2022

PCCE’s Directors’ Academy will provide directors of for-profit corporations with expert guidance on corporate governance, shareholder activism, business risk management, legal risk management, cybersecurity, and governance of climate change risks, among other subjects. Breakout sessions cover topics such as accounting fundamentals, AI, governance of committees, emerging technologies, sexual harassment, and governance of privately-held companies. The event is invitation-only and off the record.

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Keynote speakers

William Ackman, Founder and CEO, Pershing Square Capital Management

Bill Ackman is the CEO of Pershing Square Capital Management, L.P., an SEC-registered investment adviser founded in 2003. Mr. Ackman is Chairman of The Howard Hughes Corporation (NYSE:HHC), Chairman and CEO of Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH), a special purpose acquisition company, and a member of the board of Universal Music Group N.V. (NA:UMG).

He serves as a member of the Investor Advisory Committee on Financial Markets for the Federal Reserve Bank of New York, and a member of the Board of Dean’s Advisors of the Harvard Business School.

Mr. Ackman is co-trustee of the Pershing Square Foundation, a family foundation, that supports exceptional leaders and innovative organizations tackling important social issues and delivering scalable and sustainable impact across the globe.

Thomas P. (Todd) Gibbons, CEO, BNY Mellon

Todd Gibbons currently serves as the Chief Executive Officer of BNY Mellon. Prior to that, Todd had been a Vice Chairman of BNY Mellon and CEO of Clearing, Markets and Client Management. From 2008 through 2017, he served as CFO. Previously, for six years he was Chief Risk Policy Officer, overseeing credit, operational and market risk management of the company and The Bank of New York.

Todd also served as CFO of The Bank of New York for almost a year prior to the merger. Prior to joining The Bank of New York, he was assistant treasurer at Handy and Harman, a leading refiner, processor and fabricator of precious metals.

Todd is a member of BNY Mellon’s Executive Committee. He serves on the Board of Trustees for Pace University and is a member of the Investment Pension Committee.  He also serves on the advisory board of Wake Forest University's Business School. He holds a B.S. in Business Administration from Wake Forest University and an MBA from Pace University.

Gurbir Grewal, Director of Enforcement, Securities and Exchange Commission

Gurbir Grewal is the Director of the SEC’s Division of Enforcement. Immediately before joining the Commission, Gurbir was the Attorney General for the State of New Jersey. Prior to that, he served as the Bergen County Prosecutor, the chief law enforcement officer for New Jersey’s most populous county. Earlier in his career, Gurbir served as an Assistant United States Attorney for the District of New Jersey, where he was Chief of the Economic Crimes Unit, and an Assistant United States Attorney for the Eastern District of New York, where he was assigned to the Business and Securities Fraud Unit. He was also an attorney in private practice. He holds a J.D. from the College of William & Mary, Marshall-Wythe School of Law, and a B.S. in Foreign Service from the Georgetown University School of Foreign Service.

Martin Lipton, Founding Senior Partner, Wachtell, Lipton, Rosen & Katz

Martin Lipton '55, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. Lipton is a Trustee of New York University (Chairman 1998-2015), a Trustee of the New York University School of Law (Chairman 1988-1998), a Trustee of the NYU Langone Medical Center, an emeritus member of the Council of the American Law Institute, a member of the Board of Advisors of the Institute of Judicial Administration and an Honorary Chair of The American College of Governance Counsel. Lipton is a member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004-2006). Lipton has a B.S. in Economics from the Wharton School of the University of Pennsylvania and an LL.B. from the New York University School of Law. He is an Adjunct Professor of Law, New York University School of Law, a member of the American Academy of Arts & Sciences, and a Chevalier de la Légion d’Honneur. Mr. Lipton is an Emeritus Chairman of Prep for Prep, having served as Chairman from 1990 to 2002.

Andy Sieg, President, Merrill Lynch Wealth Management

Andy Sieg is president of Merrill Wealth Management and a member of Bank of America Corporation’s executive management team. In this role, he oversees more than 25,000 employees who provide investment and wealth management strategies to individuals and businesses across the U.S. Sieg also oversees Bank of America’s Investment Solutions Group, which includes the Chief Investment Office and a wide range of thought leadership, product and portfolio offerings and platforms.

Since joining Merrill Lynch in 1992, Sieg has held a succession of senior strategy, product and field leadership roles in the wealth management business. From 2005-2009, he led the Emerging Affluent Client Segment within Citigroup Global Wealth Management.  In 2009, he returned to Merrill Lynch after the firm’s acquisition by Bank of America.

Earlier in his career, Sieg served in the White House as an aide to the assistant to the President for Economic and Domestic Policy. In 2015, he participated in the White House Conference on Aging and he currently serves as an Advisory Council Member for the Stanford Center on Longevity. Sieg earned a bachelor of science in economics from Penn State University, and serves on the External Advisory Board of its Schreyer Honors College. He also holds a master in public policy degree from the Harvard Kennedy School. Sieg is the sponsor for Bank of America’s Black Executive Leadership Council and serves as the Bank’s Market Sponsor for Southern Connecticut.

Agendas

Wednesday, October 12

6:00-6:45 p.m. Cocktail reception and registration (Lipton Hall 110 West 3rd Street (Lower Level))

Dinner with Keynote: Thomas P. (Todd) Gibbons, CEO, BNY Mellon

Moderator: Tom Baxter, NYU School of Law Program on Corporate Compliance and Enforcement Senior Fellow

Thursday, October 13

7:45-8:10 a.m. Registration (Lester Pollack, 245 Sullivan Street, 9^th Floor)

8:10-8:50 a.m. Breakfast and Keynote Fireside Chat

8:10 a.m. Welcome and PCCE Rule
Jennifer Arlen, Norma Z. Paige Professor of Law and Faculty Director of the Program on Corporate Compliance and Enforcement, NYU School of Law

8:15-8:50 a.m. Keynote Fireside Chat: Andy Sieg, President, Merrill Lynch Wealth Management  
Moderator: Julie Copeland, NYU School of Law Program on Corporate Compliance and Enforcement Senior Fellow

9:00 a.m.-10:00 a.m. Panel: “Insights from the Inside”—Advice for New Directors from Experienced Directors
Moderator: Tom Baxter, Senior Fellow, Program on Corporate Compliance and Enforcement
Panelists:

• Joan Amble, President, JCA Consulting; Director, Booz Allen Hamilton Inc, BuzzFeed, Zurich Insurance Group AG
• Christine Cumming, Director: Citizens Financial Group; American Family Insurance Mutual Holding Company; MIO Partners, Inc.
• Geoffrey Miller, Stuyvesant P. Comfort Professor of Law
• Maria Vullo, CEO, Vullo Advisory Services, PLLC; NYU School of Law Program on Corporate Compliance and Enforcement Senior Fellow; Director: DayForward Life Insurance; Light and Wonder Inc.

10:00-10:20 a.m. Networking Break

10:20-11:20 a.m. Strategies for Board Effectiveness in a Time of Increasing Demands
Moderator: Karen Brenner, Clinical Professor of Business, NYU Stern School of Business; Director, Alleghany Corp.
Panelists:

• Stephen Brown, KPMG, LLP Board Leadership Center
• Lloyd Campbell, Consultant, Spencer Stuart
• John Rogers, Executive Vice President, Chief of Staff and Secretary to the Board of Directors, Goldman Sachs
• Lisa Shalett, Co-founder, Extraordinary Women on Boards; Director, Director: AccuWeather; MPower Partners; Pennymac

11:20-11:35 a.m. Networking Break

11:35-12:35 p.m. Stakeholder Engagement – Activism 2.0
Moderator, Sam Liss, Managing Principal at Whitegate Partners LLC; Director: Verisk Analytics, Argo Group, JS Held
Panelists:

• Jim Rossman, Former Managing Director, Co-Head of Capital Markets Advisory, Lazard 
• John Roe, Head, Blackrock America's Investor Stewardship Group
• Amy Lissauer, Activist Defense Bank of America
• Cristiano Guerra, Head of Special Situations Researcher, Institutional Shareholder Services

12:45-1:55 p.m. Luncheon (Lipton Hall 110 West 3rd Street (Lower Level))
Keynote: Martin Lipton, Partner, Wachtell, Lipton, Rosen & Katz

2:05-2:55 p.m. Breakout Sessions (50 min. long breakout)

1. Accounting Fundamentals for Directors - Hybrid Event
   Gerald Rosenfeld, Vice Chairman of Investment Banking, Lazard
2. Using Committees (Audit, Risk, Comp, and Nominating and Governance) to maximize board performance, create and nurture the “right” culture, and keep the needed composition
   Tom Baxter, NYU School of Law Program on Corporate Compliance and Enforcement Senior Fellow
   Marc Treviño, Partner, Sullivan & Cromwell
3.  Emerging Technologies: What Boards Need to Know about FinTech, Crypto and Digital Assets
   Chuck Senatore, NYU PCCE Senior Fellow; Director, Fidelity Digital Asset Services LLC
   Doug Yatter, Partner, Latham & Watkins
4. Governance of Sexual Harassment and Other Employee Sources of Reputational Risk
   Martine Beamon, Partner, Davis Polk
   Nancy Kestenbaum, Partner, Covington & Burling

3:05-4:05 p.m. ESG Panel 1: Governance of the Modern Workforce
Moderator: Michael Posner, Jerome Kohlberg Professor of Ethics and Finance at NYU’s Stern School of Business. 
Panelists:

• Mitra Hormozi, Partner, Walden Macht and Haran, LLP; Director, Apollo Global Management; Athene Holding, Ltd.
• Jason Salzetti, Principal, Deloitte; Board of Governors, Deloitte
• Hope Taitz, CEO, ELY Capital; Director: Athene Holding Ltd; Summit Hotel Properties, Inc.
• Kenji Yoshino, Chief Justice Earl Warren Professor of Constitutional Law at NYU School of Law

4:05-4:25 p.m.  Networking Break

4:25-5:25 p.m. Business Risk Management: Evolution of Risk and Board’s Tool Kit to Manage Oversight Role.
Moderator: Gerald Rosenfeld, Vice Chairman of Investment Banking, Lazard; Director, CIT  
Panelists:

• Cheemin Bo-Linn,Director, Flux Power; Data I/O; KORE Wireless; Blackline Safety  
• Paul DeNicola, Principal, PricewaterhouseCoopers
• Tom Glocer, Founder, Angelic Ventures; Director: Bluevoyant; Morgan Stanley; Merck & Co.; Publicis Groupe; Caspitolis
• Brad Oates, Chairman, Stone Advisors; Director, Modere

5:25 p.m. Cocktails (Lipton Hall 110 West 3rd Street (Lower Level))

6:15-8:00 p.m. Dinner (Lipton Hall 110 West 3rd Street (Lower Level))
Keynote: Bill Ackman, CEO, Pershing Square Capital Management
Moderator: Nancy Kestenbaum, Partner, Covington & Burling

Friday, October 14 

8:00-8:10 a.m. Registration and Breakfast (Lester Pollack, 245 Sullivan Street, 9^th Floor)

8:15-8:50 a.m.  Breakfast and Discussion of Director Liability for Legal Risk

8:15 a.m. Introduction and PCCE Rule

8:20-8:50 Lecture by Jennifer Arlen: Director Oversight Duties over Legal and Risk

9:00-10:00 a.m. Board Governance of Legal Risk
Moderator: Jennifer Arlen, Faculty Director, PCCE
Panelists:

• Bonnie Jonas, Co-Founder, Pallas Global Group; Director, Churchill Capital Corp VI; Churchill Capital Corp VII
• Matt Miner, Executive Vice President and Global Chief Ethics and Compliance Officer, Walmart
• Kathryn Reimann, NYU School of Law Program on Corporate Compliance and Enforcement Senior Fellow, LendingClub Corp.
• Jane Sherburne, Principal, Sherburne PLLC; Director: Perella Weinberg Partners; HSBC North America Holdings; Teledyne Technologies, Inc.

10:00-10:20 a.m. Networking Break

10:20-11:20 a.m. Governance of Crisis Management
Moderator: Karen Seymour, Partner Sullivan & Cromwell
Panelists:

• Zach Carter, former Corporation Counsel, City of New York
• Jim Freis, Founder, Market Integrity Solutions LLC; Director, Ora Inc.
• Brad Karp, Chairman, Paul Weiss, Rifkind, Wharton & Garrison LLP
• Jacquelyn Kasulis, Partner, Kirkland & Ellis

11:20-11:35 a.m. Networking Break

11:35-12:05 p.m. Fireside Chat: Climate Change Business Risk Fundamentals for Directors
Professor Michael Oppenheimer, Albert G. Milbank Professor of Geosciences and International Affairs in the Princeton School of Public and International Affairs (SPIA), the Department of Geosciences, and the High Meadows Environmental Institute at Princeton University
Moderator: Robert Lee Hotz, President, Alicia Patterson Foundation

12:15-1:25 p.m. Luncheon (Lipton Hall 110 West 3rd Street (Lower Level))
Keynote: Gurbir Grewal, Director of Enforcement, Securities and Exchange Commission

1:35-2:35 p.m. ESG Panel 2: Governance of Firms’ Climate Change Risks
Moderator: Steve Solow, Partner, Baker Botts
Panelists:

• John Coates, Vice-Dean for Finance and Strategic Initiatives, Harvard University Law School
• Sabastian Niles, Partner, Wachtell, Lipton, Rosen & Katz
• Carla Peterman, Executive Vice President and Chief Sustainability Officer, Pacific Gas & Electric Company
• Jackson Robinson, Founder, Winslow Capital; Vice Chairman Trillium Asset Management; Director, Atlantica Yield

2:45-3:45 p.m. Breakout sessions

1. Q&A with a Chief Compliance Officer on Achieving Compliance in a Challenging Business Environment - Virtual Only
   Jane Levine, Chief Compliance Officer, Daily Pay
2. Crisis Management Case Study
   John Savarese, Partner, Wachtell, Lipton, Rosen & Katz
3. AI: Opportunities and Risks
   Avi Gesser, Partner, Debevoise & Plimpton
4. Governance of Privately held and Emerging Companies
   Cheemin Bo-Linn, Director, Flux Power; Data I/O; KORE Wireless; Blackline Safety 

3:55-4:55 p.m. Panel: Governance of Cybersecurity
Moderator: Avi Gesser, Partner, Debevoise Plimpton
Panelists:

• Ed Amoroso, CEO, TAG Cyber
• Khwaja Shaik, CTO, IBM
• Danelle Barrett, Retired Rear Admiral, US Navy; Director: Federal Home Loan Bank of New York; Protego Trust Bank; Shoulder Up Technologies
• Larry Quinlan, Global CIO (Retired), Deloitte LLP; Director: ServiceNow; Jones Lang Lasalle; UBS Americas Holding LLC

5:00 p.m. Cocktail reception