Panel: Governance and the CEO: Experienced Directors Discuss Balancing the Board’s Advisory and Oversight Roles
Moderator: Edward Rock, Martin Lipton Professor of Law, Co-Director, Institute for Corporate Governance & Finance
In addition to teaching and research, Rock is the director of NYU’s Institute for Corporate Governance & Finance and the Reporter for the American Law Institute’s Restatement of the Law of Corporate Governance. He spent the first part of his teaching career at the University of Pennsylvania where he served as Co-Director of the Institute for Law and Economics (1998-2010), as Associate Dean (2006-08), and as Senior Advisor to the President and Provost and Director of Open Course Initiatives (2012-15). He was a visiting professor at NYU in fall 2011 and has also visited at Columbia, and Hebrew University, where he was a Fulbright Senior Scholar.
Panelists:
Tom Glocer, Founder, Angelic Ventures, Director, Bluevoyant Inc, Morgan Stanley, Merck & Co., Publicis Groupe, and Capitolis
Tom Glocer is Executive Chair and Co-Founder of BlueVoyant Inc. and Capitolis Inc., cyber defense and fintech companies, respectively. Tom is also the Chairman of Istari Global Ltd., a cyber risk management platform organized by Temasek Holdings Private Ltd., a Partner in Communitas Capital LLC, a fintech-focused venture capital fund, and the founder and managing partner of Angelic Ventures, LP, a family office that invests in technology start-ups. From 1993 through 2011 Mr. Glocer worked at Reuters Group PLC and its successor company, Thomson Reuters Corp. He served as CEO during his last 11 years at the news and professional information provider. Prior to Reuters Tom was an M&A lawyer at Davis Polk & Wardwell in New York, Paris and Tokyo. He is a director of Merck & Co. (Lead Director), Morgan Stanley (Lead Director), Publicis Groupe; a trustee of the Cleveland Clinic; a member of the International Advisory Group of Linklaters LLP, and various alumni boards at Columbia and Yale Universities.
David Katz, Partner, Wachtell, Lipton, Rosen and Katz; Board of Trustees at New York University
David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and chair of the Board of Advisors of the NYU Law Institute for Corporate Governance and Finance. Mr. Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings. He frequently counsels boards of directors and board committees on corporate governance matters and crisis management. Mr. Katz is co-chair of the Tulane Corporate Law Institute and teaches Mergers & Acquisitions at New York University School of Law.
Angela Braly, Founder, The Braly Group; Director, Procter and Gamble, ExxonMobil, Brookfield Corporation
Angela formerly served as the Chair, President and Chief Executive Officer of WellPoint, Inc. (also known as Anthem and now Elevance Health, Inc.). Angela now serves on the boards of directors of Brookfield Corporation, ExxonMobil, and Procter & Gamble and is a former member of the boards of directors of Lowes Companies, Inc. and of the Indiana Economic Development Corporation. Angela was named one of the 100 Most Powerful People in Healthcare, one of the Top 25 Women in Healthcare by Modern Healthcare, and appeared many times, once as high as 4th, on the list of most powerful women in both Forbes and Fortune. Her leadership reaches beyond the private sector. Angela is a co-founder of The Policy Circle, a grassroots network starting conversations across the country to educate, engage and empower women to be a force for positive change in their communities.
Alicia Syrett, Founder and CEO, Pantegrion Capital; Founder, Madame Chair; Chair of the Board of Directors, Digimarc
Alicia Syrett serves as the Chair of the Board of Directors and Chair of the Governance, Nominating, and Sustainability Committee of Digimarc Corporation (DMRC) and is a Member of Digimarc’s Audit and Compensation and Talent Management Committees. She has also served on various boards for other public, private, and non-profit organizations. She is the Founder and CEO of Pantegrion Capital, an investment vehicle focused on early-stage investments, and the Founder of Madam Chair, a collaborative group of over 200 female Chairs and Lead Directors of publicly-traded companies. She is a National Association of Corporate Directors (NACD) Fellow, a Founding Member of Extraordinary Women on Boards (EWOB), a member of WomenCorporateDirectors, and a member of the Women’s Forum of NY.
Panel: Strategies for Board Effectiveness in a Time of Increasing Demands: Board Composition, Structure, and Management
Moderator: Marc Treviño, Partner, Sullivan and Cromwell
Marc Treviño Partner, Sullivan & Cromwell LLP Marc Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group. He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., 1990). Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practicing Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.
Panelists:
Julie Daum, Partner and Co-Practice Leader – Board and CEO Practice, Spencer Stuart; Director, Seacoast Bank
Julie leads the North American Board Practice of Spencer Stuart and was a long-standing board member. She consults with corporate boards, working with companies of all sizes from the Fortune 10 to pre-IPO companies. She has conducted more than 1,500 board director assignments. A recognized expert on governance topics, Julie is regularly quoted in The New York Times, Financial Times, BusinessWeek, Time magazine, and The Wall Street Journal. Julie has been selected as one of the 50 Most Influential People in Governance by NACD/Directorship Magazine every year since the award’s inception. Prior to joining Spencer Stuart, Julie was the executive director of the corporate board resource at Catalyst, where she managed all board of directors' activities and worked with companies to identify qualified women for their boards. Julie began her career as a consultant with McKinsey & Company. Julie is a graduate of the Wharton School.
Lisa Shalett, Co-Founder, Extraordinary Women on Boards; Director, PennyMac, AccuWeather, MPower Partners
Lisa Shalett is a former Goldman Sachs Partner who now serves as a corporate advisor and independent board director. She is the Co-Founder of Extraordinary Women on Boards, a dynamic peer-to-peer network of now over 750 women corporate board directors focused on advancing board excellence, modernizing governance, and raising the presence and influence of diverse board members. Over her 25+ year career she held global leadership roles ranging from International Equities, to Compliance and Audit, to Brand/Digital Transformation and Strategic Innovation. Lisa currently serves on the boards of PennyMac (NYSE: PFSI), where she chairs the Nominating/Governance Committee and is a member of the Audit Committee; AccuWeather, Marketing Committee Chair; and Board Chair, MPower Partners. Lisa earned her MBA from Harvard Business School, and BA, summa cum laude, in East Asian Studies (Japan) from Harvard University.
Maria Vullo, CEO, Vullo Advisory Services; Director, Light and Wonder, Inc.
Maria T. Vullo is the Founder and CEO of Vullo Advisory Services, PLLC, specializing in financial services regulation. Ms. Vullo served as the Superintendent of the New York State Department of Financial Services from 2016-2019, where she was responsible for the regulation of New York’s financial services industry, including all New York State chartered banks, branches of foreign banks, and insurance companies and agents licensed to do business in New York. Prior to assuming the role of DFS Superintendent, Ms. Vullo was a litigation partner for many years with Paul, Weiss, Rifkind, Wharton & Garrison LLP. In addition to her consulting practice, Ms. Vullo serves on boards of directors, as Senior Fellow at NYU PCCE, as Adjunct Professor of Law at Fordham Law School, and as Regulator-in-Residence of the Fintech Lab NYC. She is the recipient of numerous professional awards and frequently speaks and is quoted on financial services topics.
Larry Quinlan, Director, UBS Americans, ServiceNow Inc, JLL, Booking Holdings, Delinea; former CIO, Deloitte
Mr. Quinlan most recently served as Global Chief Information Officer for Deloitte, the $50B professional services firm. He had responsibility for all facets of technology strategy and operations, leading over 10,000 IT professionals in 175 countries. He led Deloitte’s global implementations of ERP systems, including some of the world’s largest SAP and Salesforce platforms leveraging data analytics, cloud, and collaboration technologies from AWS, Microsoft, Google, Oracle, and ServiceNow. He also led the development of proprietary, custom technology platforms critical to Deloitte’s profitability. Larry and his team successfully executed post-merger technology integration for Deloitte’s acquisitions. He worked directly with the firm’s Global Board as leader of a multi-billion-dollar global technology and cyber program.
Presentation: Implications for Company’s DEI Initiatives of the Supreme Court’s Affirmative Action Case, Speaker: Kenji Yoshino, Chief Justice Earl Warren Professor of Constitutional Law, NYU School of Law; Moderator, Jennifer Arlen
Speaker: Kenji Yoshino, Chief Justice Earl Warren Professor of Constitutional Law at NYU School of Law
Kenji Yoshino is the Chief Justice Earl Warren Professor of Constitutional Law at NYU School of Law and the director of the Meltzer Center for Diversity, Inclusion, and Belonging. A graduate of Harvard (AB summa cum laude), Oxford (MSc as a Rhodes Scholar), and Yale (JD), he specializes in constitutional law, antidiscrimination law, and law and literature. Yoshino taught at Yale Law School from 1998 to 2008, where he served as Deputy Dean and the inaugural Guido Calabresi Professor of Law. Yoshino has published in major academic journals, including the Harvard Law Review, the Stanford Law Review, and the Yale Law Journal. In 2011, Yoshino was elected to the Harvard Board of Overseers for a six-year term (serving as President of that body in the 2016-17 academic year). He also serves on the Advisory Board for the Center for Talent Innovation, on the Board of the Brennan Center for Justice, and on the External Advisory Panel for Diversity and Inclusion for the World Bank Group. He has won numerous awards for his scholarship and teaching, including the American Bar Association’s Silver Gavel Award in 2016 and the Podell Distinguished Teaching Award in 2014.
Moderator: Jennifer Arlen, Norma Z Paige Professor of Law, NYU School of Law
Jennifer is founder and faculty director of the NYU Program on Corporate Compliance and Enforcement. Arlen teaches Corporations, Business Crime, and a seminar on Corporate Crime and Financial Misdealing. Arlen served as the president of both the American Law and Economics Association and the Society for Empirical Legal Studies (which she co-founded in 2005). She also wrote the principles of corporate and individual enforcement of organizational misconduct for the American Law Institute’s Principles of Law of Compliance and Enforcement for Organizations. She also is on the Editorial Board of the American Law and Economics Review. A prolific scholar, Arlen has edited three books and has published in leading journals including the Rand Journal of Economics; Journal of Law & Economics; Journal of Legal Studies; Journal of Law, Economics, & Organization; Journal of Legal Analysis; Yale Law Journal; Chicago Law Review; NYU Law Review; and the University of Pennsylvania Law Review. Arlen received her BA in economics from Harvard College (1982, magna cum laude) and her JD (1986, Order of the Coif) and PhD in economics (1992) from New York University. Arlen has been a visiting professor at the California Institute of Technology, Harvard Law School, and Yale Law School, and was the Ivadelle and Theodore Johnson Professor of Law and Business at USC Gould School of Law before coming to NYU. She clerked for Judge Phyllis Kravitch on the US Court of Appeals for the 11th Circuit.
Panel: Enterprise Risk Management
Moderator: Sam Liss, Managing Principal, WhiteGate Partners; Director: Verisk Analytics, Argo Group, JS Held; Adjunct Professor, NYU Stern
Mr. Liss is the principal of WhiteGate Partners LLC, an advisory firm to the financial and business services sector. He’s also an adjunct professor at the New York University Stern School of Business and Columbia Law School, teaching courses on corporate governance.
Panelists:
Stephen Cutler, Of Counsel, Simpson Thacher and Bartlett LLP; Director, LendingClub Corporation; former Vice Chair and General Counsel, JPMorgan Chase
Stephen is currently on the board of a NYSE-listed company called LendingClub Corporation. The company leverages a digital interface to offer personal loans and banking services and serves on the audit committee and operational risk committee. Cutler is currently Of Counsel at the law firm of Simpson Thacher & Bartlett LLP, and was previously a partner and global head of the firm’s investigations practice group. Previously, Stephen worked at JPMorgan Chase & Co. as the company’s general counsel for nearly a decade and then was a vice chairman. Earlier in his career he served as Director of Enforcement at the Securities & Exchange Commission. He graduated from Yale University (summa cum laude) and Yale Law School.
Ike Harris, Executive Advisor, ZT Systems; Independent Director, Lumentum; ZT Systems
Isaac (Ike) Harris is a senior operating executive with over 30 years of experience in the technology industry. He has spent over 18 years in executive leadership roles at ZT Systems, Cisco Systems, and Hewlett-Packard, including nine years based in Hong Kong and Taipei, Taiwan. Ike currently serves on the Board of Directors of Lumentum Holdings Inc. (NASDAQ: LITE) and is a member of the Compensation Committee and Enterprise Risk Management Workgroup. He also serves as a board director of Trajectory Foundation. Additionally, he was recognized by Savoy Magazine as one of 2020’s Most Influential Black Executives in Corporate America. He holds a Master of Business Administration degree from the University of Chicago Booth School of Business and the Katholieke Universiteit Leuven (Belgium) School of Applied Economic Sciences, and a Bachelor of Business Administration degree in Finance from Loyola University Chicago.
Leslie Seidman, former Chairman, Financial Accounting Standards Board; Independent Director, Moody’s Corporation and Janus Henderson Group PLC
Leslie F. Seidman is a member of the board of directors of Moody’s Corporation (MCO: NYSE), where she chairs the governance and nominating committee, and previously chaired the audit committee. She recently joined the board of Janus Henderson (JHG: NYSE), where she chairs the audit committee. Previously, she served as a director and audit committee chair of General Electric Company (GE: NYSE, 2018-2023), and as a Public Governor for the Financial Industry Regulatory Authority (FINRA) (2014-2019). She was also an advisor to idaciti, Inc., a cloud-based analytical platform for structured financial and nonfinancial data, including environmental, social and governance (ESG) that was recently acquired by Factset (FDS:NYSE). Ms. Seidman is a former Chairman of the Financial Accounting Standards Board (FASB), where she also served as a member of the Board from 2003-2013. As FASB Chairman, Ms. Seidman collaborated with the Securities and Exchange Commission and other regulators to improve financial reporting in the U.S. capital markets. She guided the FASB's joint agenda with the International Accounting Standards Board to converge U.S. and international accounting standards and was an Observer to the International Integrated Reporting Council. During her tenure, the FASB assumed responsibility for maintaining the U.S. GAAP XBRL (digital) taxonomy, which standardizes and structures financial information. Previously, Ms. Seidman worked as an auditor with EY, as a VP of accounting policy with J.P. Morgan, and as a member of the FASB staff.
Richard Thornburgh, former Executive Vice Chairman, Credit Suisse; Director, Repay Holdings, Reynolds & Reynolds; Non-Executive Chairman of the Board, S&P Global Inc.
Mr. Thornburgh is a Director of Repay Holdings Corporation, and serves on its Nominating Committee and Compensation Committee. He also serves as the Chairman of the Board of Jackson Hewitt, a privately held U.S. tax services company. He was previously the Non-Executive Director and Chairman of Credit Suisse Holdings (USA), Inc. He is also the former Vice Chairman of the Board of Credit Suisse Group A.G. and chaired its Risk Committee. He held key positions throughout his career with Credit Suisse First Boston (CSFB), the investment banking arm of Credit Suisse Group A.G., including Executive Vice Chairman of CSFB from 2004 through 2005. He has also held key positions with Credit Suisse Group A.G., including Chief Financial Officer, Chief Risk Officer and member of the Executive Board of Credit Suisse Group A.G. Mr. Thornburgh served on the Board of Capstar Financial Holdings, Inc. from 2008 through 2019. He was the Lead Director of NewStar Financial, Inc. until its sale in December 2017. He was previously Vice Chairman of Corsair Capital LLC, a private equity firm focused on investing in the global financial services industry, and continues to serve as a member of Corsair’s Private Equity Funds’ Investment Committee. In his role for Corsair, he has served on the boards of publicly traded NewStar Financial, National City Corporation and CapStar Financial Holdings. He was previously a Director of Reynolds American Inc., National City Corporation and Dollar General Corporation.
Luncheon and Fireside Chat Speaker: Marshall Miller, Principal Assistant Deputy Attorney General, U.S. Department of Justice
Marshall L. Miller is the Principal Associate Deputy Attorney General of the United States. In this role, he is a member of the Department of Justice senior leadership team and is the principal counselor to the Deputy Attorney General. As PADAG, Mr. Miller helps oversee all DOJ components, which include, among others, the 94 U.S. Attorneys’ Offices, the Criminal Division, the National Security Division, and the Department’s law enforcement bureaus. Prior to rejoining the Department of Justice, Mr. Miller was a partner at Kaplan Hecker & Fink. He earned both his J.D. and B.A. from Yale.
Afternoon Session
2:40 – 5:55 pm
Greenberg Lounge
Vanderbilt Hall
40 Washington Sq South
New York, NY 10012
Breakout Sessions
Accounting: How to Read into the Firm’s Financial Statements and Identify Issues to be Raised with the Audit Committee
George Simeone, Senior Client Partner, Deloitte & Touche LLP
George Simeone has over 35 years of accounting and auditing experience, with a strong focus on financial services clients. He is currently the global lead client service partner (LCSP) for a platinum alternative asset management client. George serves as Vice Chair of our Audit & Assurance practice (A&A). He also leads our A&A corporate development group and is a senior advisor to the A&A CEO. Previously, George served as a member of the Deloitte US organization’s board of directors from 2016-2021, including two years as its Vice Chair. In addition, George was the national managing partner for the financial services audit practice from 2017 to 2018. From 2013 to 2016, George was the senior group partner-in-charge of our Greater Tri-State audit practice. Prior to his leadership roles, George served as the global LCSP for a number of Deloitte’s most significant financial services clients.
Special Committees: The Lessons Learned
Eric Swedenburg, Partner, Simpson Thacher and Barlett, LLP
Eric is Head of Simpson Thacher's Mergers and Acquisitions Practice and a member of the Firm's Executive Committee. Eric represents companies in a wide range of mergers, acquisitions and divestitures, spin-offs, joint ventures and other significant corporate transactions. He also regularly counsels clients on shareholder activism, corporate governance and general corporate and securities law matters. In addition to his work with public companies and special committees of boards of directors, Eric has extensive experience in advising non-public corporations, private equity firms and financial advisors in both U.S. domestic and cross-border M&A transactions across a number of industry verticals.
Maeve O’Conner, Partner, Debevoise and Plimpton
Maeve O’Connor is Co-Chair of the Firm’s Securities Litigation Practice and Chair of the Firm’s Insurance Litigation Practice and spent six years as a member of the firm’s Management Committee. She has significant experience in defending securities litigation and in representing financial services companies in a range of litigation and regulatory matters. Prior to joining Debevoise, Ms. O’Connor served as a law clerk to the Hon. H. Lee Sarokin, U.S. Court of Appeals for the Third Circuit. Ms. O’Connor received her J.D. from Yale Law School, where she was a senior editor of the Yale Law Journal. She obtained her B.A. magna cum laude from Harvard University, where she was elected to Phi Beta Kappa.
Governance of the Modern Workforce: DEI, Unionization, Hybrid Work, and Employees’ Expectations of the Firm’s Social Commitments
Ana Duarte McCarthy, Principal, Duarte McCarthy Diversity Consulting LLC
Ana Duarte McCarthy is a seasoned diversity and inclusion practitioner with more than twenty-five years’ experience. She previously served as chief diversity officer of Citi, leading the company’s global diversity and inclusion strategy for hiring and developing diverse talent, fostering an inclusive work environment, and ensuring management accountability. Most recently she served as Director, Corporate Partners, Forte Foundation, working with more than 60 companies on diversity strategies to increase and advance women into business leadership. Ana has also held leadership positions in higher education supporting underrepresented communities at Passaic County College, and the New School for Social Research. Ana is a change agent and continues to work with organizations in her community. She serves on the board of directors of the Greater Somerset County YMCA.
Melinda Wolfe, Founder, Melinda B. Wolfe and Associates
Melinda Wolfe has served as Chief People Officer and led talent initiatives with a passionate focus on diversity, equity and inclusion at companies including 2U, GLG, Pearson, Bloomberg, American Express and Goldman Sachs. Across industry, she has joined leadership teams to optimize organizational design, culture and human resource priorities, while driving outcomes for employee engagement, productivity and profitability. Ms. Wolfe began her career in public finance at Merrill Lynch, managing billions of dollars of project finance and public power transactions. Currently, Ms. Wolfe holds leadership positions in the non-profit sector, chairing the board of the ZanaAfrica Foundation and serving as a board member of Echoing Green, Coqual, Women In America, Generation W and the National Education Equity Lab. Ms. Wolfe received her undergraduate degree from Washington University and her graduate degree at the Harvard Kennedy School.
Fireside Chat with Peter May, President and Co-Founder, Trian Fund Management, L.P.
Moderator: Edward Rock, Martin Lipton Professor of Law, Co-Director, Institute for Corporate Governance & Finance (see bio above)
Peter W. May is President and Co-Founder of Trian Fund Management, L.P. (“Trian”), which seeks to invest in and enhance sustainable shareholder value of underperforming and undervalued public companies. He is a member of the firm’s Investment Committee and chairs Trian’s ESG Working Group. Mr. May serves as the non-executive Senior Vice Chairman of The Wendy’s Company. From 2008 to 2017, Mr. May served as a director of Tiffany & Co. From 1993 to 2007, Mr. May served as President, Chief Operating Officer and a director of Triarc Companies, Inc. From 1983 to 1988, Mr. May was President and Chief Operating Officer and a director of Triangle Industries, Inc. Mr. May is the Chairman Emeritus of the Board of Trustees of The Mount Sinai Health System in New York, and is Co-Chairman of the New York Philharmonic, a director of Lincoln Center for the Performing Arts, a trustee of the New-York Historical Society and a partner of the Partnership for New York City. In addition, Mr. May is an Emeritus Trustee of The University of Chicago and a Life Member of the Advisory Council of The University of Chicago Booth School of Business and past Chairman of the UJA Federation's "Operations Exodus" campaign. He is Chairman of the Board of The Leni and Peter May Family Foundation. A native of New York, New York, Mr. May received A.B. and M.B.A. degrees from the University of Chicago and holds an Honorary Doctorate in Humane Letters from The Mount Sinai School of Medicine of New York University.
ESG: Board Governance of Business, Legal, Reputational, & Political Risk
Moderator: Carmen Lu, Counsel, Wachtell, Lipton, Rosen and Katz – ESG, Corporate Governance, and M&A
Carmen X. W. Lu is Counsel in Wachtell Lipton’s Corporate Department where she advises public and private companies and boards of directors across industries on ESG and corporate governance matters and evolving market trends, expectations and practices. Carmen advises companies and their boards of directors on matters relating to ESG disclosure, oversight, strategy, policies and practices; ESG governance and board oversight; shareholder and stakeholder engagement on ESG matters; evaluation and identification of ESG risks and opportunities; climate transition planning and “net zero” targets; evolving market, industry and regulatory expectations and requirements; shareholders proposals; shareholder activism; crisis management; director independence board and committee composition and structure; securities regulation; proxy disclosures; listing standards and proxy advisors. Carmen received a B.A. summa cum laude in Political Science from Yale University in 2012She received her J.D. from Yale Law School in 2016, where she was articles and essays editor of the Yale Law Journal and executive editor of the Yale Journal on Regulation.
Panelists:
Cheemin Bo-Linn, Director, Blackline Safety, Flux Power, Kore Wireless, Lake Resources
Dr. Cheemin Bo-Linn, Board of Director, former CEO of Peritus Partners and IBM Vice-President Dr. Cheemin Bo-Linn has over 25 years of global operations expertise as a senior executive and over 20 years of Board of Director experience including leadership roles as Chair of Sustainability, Lead Independent Director, and Chair of every major committee. She has scaled growth as CEO, President, and C-suite officer (CMO, CRO, VP) at private growth companies to F500 public companies. Thru 1Q2023, Bo-Linn was the Chairperson and Chief Executive Officer of Peritus Partners Inc., a global analytics and valuation accelerator company which provides strategy and operations expertise in technology, cybersecurity, financial structures, and digital transformation, and held this position since January 2013. Prior, she was CMO/CRO of the largest B2B internet digital content syndication network and top ranked mobile application company. She was also Vice-President of IBM running a fast growth multi-billion-dollar business.
Matt DiGiuseppe, Managing Director, PwC
Matt DiGuiseppe is a Managing Director in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams, and investors by helping them navigate the evolving governance landscape. With over 15 years of corporate governance and ESG experience, he was most recently the Vice President of Research and ESG with Diligent Corporation where he led their ESG Center of Excellence and oversaw a global research team focused on ESG topics. Prior, as Head of Americas Asset Stewardship at State Street Global Advisors, Matt and his colleagues were responsible for developing and implementing SSGA’s global proxy voting policies and guidelines across all investment strategies and managing SSGA’s proxy voting activities and issuer engagement on material ESG issues. He was also a member of the internal Proxy Review Committee. He held a similar position at Nuveen (fka TIAA).
Lisa Fairfax, Presidential Professor; Co-Director, Institute for Law and Economics, University of Penn – Penn Carey Law
Lisa M. Fairfax is the Presidential Professor and a co-director of the Institute for Law & Economics (ILE). Fairfax teaches courses in the business area including Corporations, Contracts, Environmental, Social and Governance (“ESG”), and seminars in securities law and corporate governance. Fairfax’s research and scholarly interests include corporate governance, board fiduciary duties, board-shareholder engagement, board composition and diversity, board oversight of ESG, shareholder engagement and activism, affinity fraud, and securities.
Jane Sadowsky, Senior Advisor – Head of Diversity and Inclusion, Moelis and Company; Director, Allied Gold Inc, Nexa Resources, Scientific Games; Faculty Member, NACD
Jane Sadowsky worked as a Wall Street investment banker for nearly 25 years and currently allocates her professional time by serving as an independent director on two public and one PE-backed corporate boards and as a trustee for two non-profit organizations, working as a Senior Advisor at Moelis and as a faculty member for NACD. Jane is a frequent public speaker and published writer on a variety of corporate governance and M&A topics and also provides leadership coaching to top level executives at major global professional services firms and corporations. Jane earned her BA from University of Pennsylvania, her MBA from Wharton and her coaching credentials from Columbia University.
Reception, Dinner, and Keynote Speech, Lipton Hall, 108 W 3rd St, Lower Level
Speaker: Heather Lavallee, CEO, Voya Financial Inc.
Heather Lavallee is CEO, and a board member, of Voya Financial, Inc. Prior to assuming her current role, Lavallee served as Voya’s president and CEO-elect, overseeing the company’s Workplace Solutions and Investment Management businesses, as well as its technology, strategy and risk teams. Lavallee previously served as CEO of Voya’s Wealth Solutions business and, prior to that, as president of the company’s Tax-Exempt Markets business, which became the largest retirement plan provider in the government market in 2020. In 2018, Lavallee was selected to serve as executive sponsor of Voya’s focus on serving people with disabilities and special needs, and their caregivers — which evolved to become Voya Cares. Before joining Voya, Lavallee was with Mutual of Omaha as a regional vice president of the Group Insurance Division for their Western Region, and at Sun Life New York Insurance and Annuity Company. Lavallee holds a bachelor’s degree in psychology from Colby College and a Master of Business Administration from Pepperdine University’s Graziadio School of Business.
DAY TWO
All Panels
8:15 – 6:00 pm
Lester Pollack Colloquium Room
245 Sullivan Street, 9th Floor
New York, NY 10012
Presentation: Director Liability for Legal Risk and Emerging Issues
Speaker: Jennifer Arlen, Norma Z. Paige Professor of Law, NYU School of Law; Faculty Director, Program on Corporate Compliance and Enforcement
Panel: Governance of Legal Risk
Moderator: Tim Lindon, Senior Fellow, Program on Corporate Compliance and Enforcement; Adjunct Professor, NYU School of Law; former Vice President and Chief Compliance Officer, Phillip Morris International
Timothy Lindon is a Senior Fellow of PCCE and an Adjunct Professor at the NYU School of Law, where he co-teaches Compliance and Risk Management for Attorneys. He is a Senior Advisor to the Ethics & Compliance Initiative and the Association of Professional Social Compliance Officers. Mr. Lindon is certified as an Executive Coach by the International Coaching Federation, and leads Peer Leadership Groups for Chief Ethics and Compliance Officers. He has broad experience in legal and compliance leadership roles in the U.S., Europe, and Asia, including as global Vice President and Chief Compliance Officer of Philip Morris International, based in Switzerland. Previously, Lindon held senior corporate and litigation positions for Philip Morris in Hong Kong, New York, and Washington, D.C. He clerked for the Honorable John D. Butzner Jr. of the U.S. Court of Appeals for the Fourth Circuit, and began his legal career at Arnold & Porter in Washington D.C. Mr. Lindon received his J.D. from NYU School of Law, where he was a Root Tilden Scholar, and a B.A from Tufts University.
Panelists:
Kathryn Reimann, Senior Advisor, Oliver Wyman; Director, LendingClub Corporation; Senior Fellow, Program on Corporate Compliance and Enforcement; Adjunct Professor, NYU School of Law
Ms. Reimann specializes in regulatory compliance and risk management, regulatory policy, governance, and ethics matters, bringing significant experience in financial services, both domestic and global. With over 25 years of experience as a large firm Chief Compliance Officer, Kathryn most recently spent over a decade as Chief Compliance Officer for Citibank NA and Citi’s Global Consumer Banking business. After clerking and spending several years as a large firm litigator in NYC, she moved in-house to hold leadership positions in legal departments before transitioning exclusively to Compliance & Ethics. Prior to joining Citigroup, she led compliance functions at American Express, and in the securities industry. She has further experience advising firms of all sizes, including fintechs, on matters ranging from initial program creation to managing highly complex issues and change in matrixed environments. Kathryn currently serves as a Regulatory Advisor for Hummingbird RegTech. An Adjunct Professor at New York University School of Law, Kathryn currently teaches “Compliance and Risk Management for Attorneys” and is a Senior Fellow in the Program for Corporate Compliance & Enforcement. Kathryn was elected to the American Law Institute in 2016 and served as an Advisor on ALI’s recently published Principles of the Law for Compliance & Enforcement for Organizations. Kathryn holds a JD from New York University School of Law and also graduated from Princeton University’s School of Public Affairs.
Jane Sherburne, Principal, Sherburne PLLC; Director, Perella Weinberg Partners, HSBC North America Holdings, Teledyne Technologies, Inc.
Jane Sherburne is Principal of Sherburne PLLC, a legal consulting firm providing strategic advice in crisis environments and in connection with political and regulatory policy developments. From 2001 through 2014, Ms. Sherburne served as General Counsel to financial institutions (BNY Mellon, Wachovia and Citi Global Consumer Group). In that capacity she managed large legal departments and was the primary legal and government relations advisor to Boards and Senior Management. Prior to that, Ms. Sherburne practiced law as a litigation partner with particular focus on crisis management at the Washington D.C. law firm of Wilmer, Cutler & Pickering, interrupting her private practice from 1994 to 1997 to serve as Special Counsel to the President in the Clinton White House, managing the White House response to ethics investigations. Ms. Sherburne is a member of the Boards of Directors of Teledyne Technologies, Inc. and HSBC North America.
Melissa Stapleton Barnes, Director, Algonquin Power & Utilities Corporation
Melissa Stapleton Barnes serves as an independent director on the board of Algonquin Power and Utilities Corporation, a renewable energy and utility company headquartered in Toronto. A board member since 2016, she currently serves as Chair of the Human Resources and Compensation Committee and as a member of both the Audit Committee and the Risk Committee. She was formerly Senior Vice President, Enterprise Risk Management, and Chief Ethics and Compliance Officer for Eli Lilly and Company. In this role from January 2013 through June 2021, she was an executive officer and served as a member of the company’s executive committee. Ms. Barnes holds a Bachelor of Science from Purdue University (with highest distinction) and a Juris Doctorate from Harvard Law School.
David Szuchman, Senior Vice President, Global Head of Financial Crimes and Customer Protection, PayPal
As SVP and Head of Global Financial Crimes and Customer Protection, David Szuchman is responsible for fulfilling PayPal’s commitment to combat money laundering, terrorism financing, and related financial crimes around the world. Since joining the company in 2016, David has led the transformation of PayPal’s enhanced anti-money laundering and sanctions programs and practices, as well as the evolution of the company’s brand risk management and internal investigations functions. In 2019, David expanded his role to oversee consumer risk, resolution and protections, and the customer identification program; and in 2022, became responsible for the fraud risk oversight program, expanding the organization to over 4,000 employees across more than 20 sites globally. This expanded remit provides an opportunity to further the company’s efforts to fight fraud, protect PayPal’s customers, and partner with law enforcement globally.
Presentation: Data Privacy & Cybersecurity: What Boards Needs to Know
Speaker: Joseph Facciponti, Executive Director, PCCE
Joseph Facciponti is a former federal prosecutor and in-house legal department leader whose experience is in white-collar defense, internal investigations, cybersecurity, and data privacy. For nine years, Facciponti served as a federal prosecutor at the SDNY, where he handled cases involving computer hacking, fraud, money laundering, and intellectual property theft. In 2010, he received an FBI Director’s Award for outstanding cyber investigation. After leaving the SDNY, Facciponti held a supervisory position in the legal department of HSBC, where he was responsible for leading global internal investigations, advising HSBC on remedial measures and compliance policy changes, and advocating for the bank before U.S. and foreign regulators and HSBC’s monitor. Prior to joining PCCE, Facciponti spent six years in private practice counseling corporate clients on financial crime, cybersecurity, and data privacy issues.
Panel: AI: Opportunities and Potential Risks
Moderator: Joseph Facciponti (see bio above)
Panelists:
Avi Gesser, Partner, Debevoise & Plimpton
Avi Gesser is Co-Chair of the Data Strategy & Security Group at Debevoise & Plimpton. His practice focuses on advising major companies on cybersecurity, privacy and artificial intelligence matters, and he regularly advises boards and senior executives on governance, risk, and liability issues relating to cybersecurity and AI.
Samantha Kappagoda, Chief Economist, Risk Economics Inc.; Director, Credit Suisse US Mutual Funds
Samantha Kappagoda, is Chief Economist of Risk Economics, a New York based economic analysis firm, and Co-Managing Member of Numerati Partners, a technology enablement firm. She is also an Independent Director on the boards of the Credit Suisse Mutual Funds, which include eight funds (closed end and open end) investing in commodity, quantitative, high yield and credit strategies, for which she is a member of the Audit Committee and chair of the Nominating Committee. Samantha serves on the American Bar Association SciTech Section as Vice-Chair of three committees: Insurance Technology and Risk, Big Data, and Internet-of-Things. In 2020, she was appointed as a technical advisor to the Uniform Law Commission Committee for Public Health Emergency Authorities. Samantha received an M.B.A. from the University of Chicago, an M.A. in Economics from the University of Toronto, and a B.Sc. (Honors) in Mathematics from Imperial College London.
Matthew Merritt, Vice President of Global IT Risk, Royal Bank of Canada
Matthew is an experienced technology risk professional and leader with expertise in infrastructure, application development and electronic trading. In his current role as VP, Global IT Risk, Matthew is responsible for IT Risk Management at RBC including the assessment, monitoring and internal reporting of operational and technology risk. He leads and oversees several teams encompassing many functions of IT Risk, including Control Assurance, Vendor IT Risk, Security Consulting, Cyber Risk Insights & Data Analysis, and Regulatory Initiatives.
Christina Montgomery, Vice President, Chief Privacy and Trust Officer, IBM
Christina Montgomery is Vice President and Chief Privacy & Trust Officer for IBM, overseeing the company’s privacy program, compliance and strategy on a global basis, and directing all aspects of IBM’s privacy policies. She also chairs IBM’s AI Ethics Board, a multi-disciplinary team responsible for the governance and decision-making process for AI ethics policies and practices. During her tenure at IBM, Christina has served in a variety of positions including Managing Attorney, cybersecurity counsel and, most recently, Corporate Secretary to the company’s Board of Directors. A global leader in AI Ethics and governance, Christina is a member of the U.S. Chamber of Commerce AI Commission, and a member of the United States’ National AI Advisory Committee (NAIAC). The NAIAC was established in 2022 to advise the President and the National AI Initiative office on a range of topics related to AI. Christina is also an Advisory Board Member of the Future of Privacy Forum (FPF), Advisory Council Member of the Center for Information Policy Leadership (CIPL) , and a member of the AI Governance Advisory Board for the International Association of Privacy Professionals (IAPP).
Luncheon and Keynote Speech with Director of Enforcement, Gurbir Grewal, Lipton Hall 108 W 3rd St, Lower Level
Speaker: Gurbir Grewal, Director of Enforcement, Securities & 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.
Panel: Crisis Management
Moderator: Brad Karp, Chairman, Paul Weiss
Brad Karp, Chair of Paul, Weiss since 2008, is one of the country’s leading litigators and corporate advisers, with extensive experience guiding numerous Fortune 100 companies, global financial institutions and other companies and individuals through “bet the company” litigations, regulatory matters, internal investigations, and corporate crises. Brad has been profiled as one of the leading lawyers in the United States by numerous publications, including The Wall Street Journal and The New York Times, and has been selected multiple times as the “Lawyer of the Year” and “Litigator of the Year.” Brad graduated with honors from Harvard Law School in 1984 and has spent his entire career at Paul, Weiss.
Panelists
Bonnie Jonas, Co-Founder, Pallas Global Group; Director, Churchill Capital VI and VII
Bonnie Jonas is a co-founder of Pallas Global Group, LLC, a consulting firm that provides independent governance, ethics, and compliance counseling to corporations and organizations. Prior to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”). From 2013-2016, Ms. Jonas served as Deputy Chief of the Criminal Division. She also served as the SDNY’s Financial Fraud Coordinator for President Obama’s Financial Fraud Enforcement Task Force and as Co-Chief of the General Crimes Unit. From 2019-2020, Ms. Jonas served as the Chair of the Rochester Drug Cooperative’s Controlled Substances Compliance Committee as part of an opioid resolution with the SDNY. Ms. Jonas was an attorney with the law firm Paul, Weiss, Rifkind, Wharton & Garrison and a law clerk for the Honorable Reena Raggi of the U.S. District Court for the Eastern District of New York. Ms. Jonas is a graduate of the Wharton School at the University of Pennsylvania and Columbia Law School. She serves as a Lecturer in Law at Columbia Law School, teaching a course on organizational misconduct.
Julie Kane, Chair, Heliogen; Director, Lygos
Julie is a seasoned executive, public company director, consultant and counselor with decades of experience spanning several industries, including: pharmaceuticals; chemicals and agribusiness; cosmetics, retail and direct-selling; and dual-fuel utilities. She has served in a range of senior business and legal roles throughout her career and has for many years reported to CEOs and Boards of Directors. She is a proven leader with broad experience including ethics and compliance; corporate social responsibility and sustainability; health, safety and environment; emergency, crisis and risk management; internal and external investigations; regulatory negotiations; law; and diversity, equity and inclusion. Julie is currently the Chair of the Board of Directors of Heliogen, Inc., a publicly traded provider of AI-enabled concentrating solar power. She also serves on Heliogen’s Nominations & Governance Committee
Doug Lankler, General Counsel, Pfizer
Doug Lankler is Executive Vice President and General Counsel of Pfizer. He reports to the Chief Executive Officer. Doug was previously Pfizer's Chief Compliance and Risk Officer a role he assumed in 2006. Prior to that, Doug led various functions within Pfizer's Legal Division. Doug joined Pfizer in 1999. Prior to joining the Company, Doug was with the United States Department of Justice as an Assistant U.S. Attorney in the Southern District of New York. While in the U.S. Attorney's Office, Doug prosecuted white collar fraud, corporate crimes, traditional organized crime and terrorism. Doug was a recipient of the United States Attorney General's Distinguished Service Award. Before joining the Department of Justice, Doug worked in the Litigation Department of Simpson Thacher & Bartlett in New York. Doug graduated magna cum laude from the State University of New York at Albany and cum laude from Cornell Law School.
Steve Peikin, Partner and Head, Securities and Commodities Investigations and Enforcement Practice, Sullivan & Cromwell LLP; former Director of Enforcement, SEC
Steven Peikin leads Sullivan & Cromwell’s Securities & Commodities Investigations Practice. He has particular expertise in matters involving the federal securities and commodities laws. From 2017 to 2020, Mr. Peikin served as Co-Director of the U.S. Securities and Exchange Commission’s Division of Enforcement, where he oversaw all aspects of the SEC’s national enforcement program, supervising its more than 1400 attorneys, accountants, and staff across its 12 offices. Mr. Peikin was responsible for executing the Commission’s enforcement priorities, overseeing its thousands of investigations and hundreds of litigations, responding to complex cyber threats, developing a comprehensive enforcement approach to initial coin offerings and other digital assets, and protecting the long-term interests of retail investors.
Presentation: Climate Change Legal Issues Relevant to Directors
Moderator: Steve Solow, Partner, Baker Botts
Steve Solow is a partner at Baker Botts, LLP. He was a prosecutor with the New York State Organized Crime Task Force and was Chief of the DOJ Environmental Crimes Section. He has served as a Court Appointed Monitor. His practice focuses on internal investigations, compliance, and civil and criminal litigation. He was the Reporter for the ABA CJS Standards on Prosecutorial Investigations. He has written numerous articles and book chapters, most recently on the role of prosecutors in complex investigations. He is also a Senior Fellow of the Zicklin Center for Business Ethics at Wharton.
Speaker: Jack Lienke, Regulatory Policy Director, Institute for Policy Integrity, NYU School of Law
Jack Lienke is the Regulatory Policy Director of NYU Law’s Institute for Policy Integrity, where his work focuses on federal environmental and administrative law. He has participated in dozens of regulatory proceedings before a wide range of federal agencies and filed amicus briefs supporting environmental, health, and consumer protections before numerous federal courts. Jack also serves as an adjunct professor at both NYU Law, where he co-teaches the Regulatory Policy Clinic, and Brooklyn Law School, where he teaches Environmental Law. Prior to joining Policy Integrity, Jack worked as a litigation associate at Davis Polk & Wardwell LLP and clerked for the Honorable Janet C. Hall of the U.S. District Court for the District of Connecticut.
Breakout Sessions
Cybersecurity
Ron Green, Executive Vice President, Chief Security Officer, Mastercard
As the CSO of Mastercard, Ron Green leads a global team that ensures the safety and security of the company's network, as well as internal and external products and services. He is responsible for corporate security, security architecture and engineering, cryptographic key management, business continuity, disaster recovery, and emergency management. Ron is currently chair of the FSSCC, and chair of the US Secret Service, Cyber Investigation Advisory Board. He holds a bachelor’s degree in mechanical engineering from the United States Military Academy at West Point, is a graduate of the FBI’s Domestic Security Executive Academy, and holds a graduate certification in Information Assurance from George Washington University.
Lisa Sotto, Partner and Chair – Global Privacy and Cybersecurity Practice, Hunton Andrews Kurth LLP; Chair, U.S. Department of Homeland Security – Data Privacy and Integrity Advisory Committee; Director, NYSDFS – Financial Innovation Advisory Board
Lisa Sotto chairs Hunton’s top-ranked Global Privacy and Cybersecurity practice and is the managing partner of the firm’s New York office. Lisa has received widespread recognition for her work in the areas of privacy and cybersecurity. She has received top rankings for privacy and data security by Chambers and Partners and The Legal 500. Chambers honored Lisa with the 2021 Outstanding Contribution to the Legal Profession award. She also was named a “Client Service All‐Star” by BTI in 2022. Lisa serves as the Chairperson of the Department of Homeland Security’s Data Privacy and Integrity Advisory Committee. Nicknamed both the “Priestess of Privacy” and “Queen of Breach,” Lisa is the editor and lead author of the legal treatise entitled Privacy and Cybersecurity Law Deskbook, published by Aspen Publishers, Wolters Kluwer Law & Business.
Governance Challenges Arising from Mergers & Acquisitions
Demetrius Warrick, Partner – Mergers and Acquisitions, Skadden
Mr. Warrick is a corporate attorney focusing on mergers and acquisitions, corporate governance, securities and general corporate law. He regularly advises public and private clients in a variety of corporate matters, including strategic acquisitions, divestitures, auctions, strategic investments, reorganizations, financial advisor engagements and joint ventures. Mr. Warrick also represents many companies with respect to shareholder activism, takeover preparedness, unsolicited proposals, contested proxy solicitations and other contests for corporate control. In addition, he has advised clients in designing and implementing shareholder rights plans and other corporate protective measures. A graduate of University of Pennsylvania Law School and Duke University, he has been a member of Skadden’s Black and African American Affinity Network since joining the firm in 2011 and served as a member of the Steering Committee from 2015-18.
Allie Wein, Partner, Kirkland and Ellis
Allison Wein is a transactional partner in the New York office of Kirkland & Ellis LLP. Allison focuses her practice on mergers and acquisitions and general corporate matters. Her experience spans the range of M&A activity, including significant cross-border and contested transactions and activism defense.
Conversation with a General Counsel and a Chief Compliance Officer
Natalie Lamarque, General Counsel and Secretary, Principal Financial Group
Natalie Lamarque serves as Executive Vice President, General Counsel and Secretary for Principal Financial Group, Inc. Prior to joining Principal in 2022, Natalie was employed by New York Life Insurance Company, where she held various positions, including senior vice president and general counsel. Prior to that she served as an Assistant U.S. Attorney for the Southern District of New York in the Criminal Division. She was also an associate at Debevoise and Plimpton, LLP in the white-collar group. She started her career as a federal district court and court of appeals law clerk. Natalie obtained her B.A. from Duke University and her J.D. from Duke University School of Law. She is on the boards of City Year, Inc. and the Association of Life Insurance Counsel as well as on the NYU School of Law’s Board of Advisors for Program on Corporate Compliance and Enforcement.
Matt Miner, Chief Ethics and Compliance Officer, Walmart; former Deputy Assistant Attorney General, Criminal Division, U.S. Department of Justice
Matt Miner oversees Walmart's multi-disciplinary ethics and compliance program and team. Before joining Walmart, Matt led the white-collar litigation and government investigation practice for Morgan Lewis in Washington, D.C., where he focused on matters facing the U.S. Department of Justice (DOJ) and Congress. Matt also served as a Deputy Assistant Attorney General in the Criminal Division of the DOJ, where he developed and implemented the Justice Department's groundbreaking 2019 Evaluation of Corporate Compliance Programs guidance, as well as first-of-its-kind training to educate prosecutors on compliance program design and key compliance challenges. Before being appointed to the Justice Department, Matt was a partner at Morgan, Lewis & Bockius LLP and at White & Case LLP. He has also served as an Assistant U.S. Attorney for the Middle District of Alabama and on the staff of the U.S. Senate Judiciary Committee.