Private Company Directors

Directors to Watch: Top Board Issues for Private Companies Mirror Major Public Company Concerns

More than 18 months into the COVID-19 era, with uncertainties looming around the future course of virus variants, priorities for private company boards have shifted significantly and seem more aligned than ever with their public company peers.

In a late June survey, Private Company Director magazine learned from directors that at the top of the board agenda are pandemic-illuminated hard lessons associated with the fragility of the supply chain and inherent weaknesses in logistics and planning. No one wants to be blindsided when it comes to availability of parts, supplies, computer chips or even toilet paper the next time the global fabric of commerce is ripped. Coming in as a distant second are concerns related to cybersecurity and the surge in ransomware attacks against companies across North America. In third place are more company-specific issues related to COVID-19, including the future face of work, retention of key talent and preparation for the “next big unthinkable thing.”

Ransomware evoked visceral responses from participating directors. Jay Bush, a director of Bush Brothers & Company, calls ransomware/cybersecurity a systematic assault on our country from a foreign power. “We need to do the capital spending to secure our networks and the data we use everyday,” Bush says. “We also need to encourage our partners todo the same. The government has some responsibility here, but if you’re waiting for it to save you, well, you probably aren’t a viable company.”

We designed our survey as a ranking exercise of 10 new and recurrent board issues with an invitation to add overlooked topics. In the middle of the pack are — in order — diversity, equity and inclusion (DEI), ESG and tone at the top/internal cultural aspects. Bringing up the rear are climate concerns and sustainability, executive compensation, shareholder access and reputational risk associated with corporate political position-taking.

Directors also cite other threats to business and their companies. Experienced board member Larry Taylor notes,“Elected public officials stay in office too long, amassing excessive power which increases the perils of crony-capitalism.Every major company spends millions to lobby public-sector officials to get them to vote a certain way. Large companies have huge advantages over smaller companies because of this lobbying power.

“Most of the negative outcomes in our society are unintended consequences that result from poor public policy. Private-sector businesses try to operate within the rules that the public sector establishes” Taylor says. “If you think of Congress as a board, it needs to be fully refreshed more frequently. Public-sector official term limits and private-sector lobbying restrictions could certainly improve the situation.”

Wage inflation also is a hot button for many industries as we advance toward a “new normal” and several respondents comments on how this phenomenon will play out over time.

As Bush puts it, “This is happening right now and employers didn’t have a chance to plan for it. Now is the time to decide if you’re going to automate or digitize every task possible or embrace the fact that you need people and pay them accordingly. This is where my three E’s show up: essential, education and emotional intelligence. Recognize that your workforce is essential to the success of your business, educate them like they are your own kids and have the emotional fortitude to make hard decisions if folks do not want or accept that help.”

The Private Company Director team was not surprised by the concerns highlighted in our survey, but we were a bit mystified that climate concerns and environmental sustainability came in near the bottom of the worry list. Prior to the pandemic, much attention was devoted to the anticipated requirements of the “next generation” of employees who are determined to set the agenda on climate change, racial fairness and corporate accountability. How this ranking stands the test of time as the pandemic recedes will be an interesting chapter in the evolution of the corporate governance dialogue on private company boards.

 

William “Ric” Richards
Epifany, Inc.

William “Ric” Richards is CEO and COO of a 33-year-old Mc-Donald’s franchisee corporation, having owned and operated multiple locations within Colorado, Illinois and North Carolina. He co-founded Colorado West Anesthesia, Inc., in 1980.

Ric RichardsRichards, a certified registered nurse anesthetist and Duke University graduate, sat on the Ronald McDonald House of Durham board for 17 years. As president, he restructured the board, raised $7million to double the number of families served, joined the advisory board of Duke Children’s Hospital and improved relationships with the hospital system. As an owner of McDonald’s, Richards served two terms on the national leadership council, representing3,000 franchisees.

Richards is a board member of Epifany, Inc., a software company that provides fan/customer insights via proprietary software embedded into sport applications.

The five pillars of success: “What a terrific time to contribute as a board member. As we begin to exit the worldwide pandemic, effective leaders and boards will need to remember and function within a balance of the ‘5 P’s of Success’: passion, persistence, people, performance and profit. The key to success in 2021and beyond will be to achieve this balance while working

together to draw on the diverse experience of the board members and business leaders. The ability of each director to apply strategic thinking that addresses risk complexity and maximizes results is critical.”

 

Gail Miller
Larry H. Miller Group of Companies, Intermountain Healthcare

Gail MillerGail Miller is the owner of the Larry H. Miller Group of Companies and immediate past chair of the Larry H. Miller Management Corporation. She presides over the Larry H. Miller Education Foundation and the Larry H. and Gail Miller Family Foundation, which support a wide range of charitable, educational and humanitarian causes. Miller is the chairman of Intermountain Healthcare’s board of trustees. She is a member of the Zions Bank advisory board and the Utah Impact Partnership Board, focusing on homelessness. She also serves on the National Advisory Council at the University of Utah, the President’s Leadership Council at Brigham Young University, and co-chairs the Kem C. Gardner Policy Institute advisory board.

Miller is a member of the Shelter the Homeless board and the Gail Miller Resource Center for the Homeless bears her name.

Business-minded and values-focused: “As board directors provide strategic insights and support innovative growth, it is essential for them to have a clear understanding of the company’s foundational values and culture. Private company owners and management teams benefit from the diverse experiences and perspectives of a strong board to navigate headwinds, mitigate risk and recognize opportunities as they preserve and build upon the founding family’s legacy and vision. The directors of private family companies have a unique opportunity and responsibility to help guide generational continuity, transition and success.”

 

Julieta Lamalfa
Wintrust Bank

Julieta LaMalfaJulieta LaMalfa is a director of disputes, compliance and investigations at Stout, a global investment bank and advisory firm. Asa forensic accountant and valuation expert, she has assisted clients across sectors in government and corporate investigations and has quantified damages for parties involved in both national and international litigation. LaMalfa also leads Stout’s Internal Engagement Pillar, a mainstay of the firm’s DEI efforts, and was appointed by Illinois Governor J.B. Pritzker to the Illinois Liquor Control Commission.

LaMalfa is a board member on the risk and audit committees of Wintrust Bank, a wholly owned subsidiary of Wintrust Financial, which serves Northern Illinois and Southern Wisconsin. LaMalfa is also a board member of several other nonprofits and is a native Spanish speaker.

Data gathering and analysis is important: “Educated and data-driven corporate governance should be top of mind, always. As independent board members, itis our duty to be engaged in the relevant communities in which our respective businesses operate. It is key that we are present to be able to listen to our customers, our employees and all stakeholders. Increasingly, data gathering and data analysis is going to be critical, as without it leaders can fall victim to their own implicit biases. COVID-19 has provided an opportunity for many businesses to lead, as the landscape remains unstable both for corporate talent and for our customers.”

 

Graham Grady
Pepper Construction

Graham GradyGraham Grady is a partner and member of the executive committee at Taft, Stettinius & Hollister, LLP, with concentration sin government relations and real estate development. He works regularly with hospitals and cultural and civic institutions. Since 2009 he serves as treasurer of the Lloyd A. Fry Foundation, where he leads endowment asset allocation and fund

manager selection.

Grady is an independent board director with Pepper Construction, a major multigenerational family-owned company ranked as one of the top builders of sustainable projects in the nation.

Grady has extensive knowledge in corporate governance matters including best practices, audit committee responsibilities, regulatory compliance and diversity initiatives through his decades of leadership onboards of major retirement funds and major Chicago charitable organizations.

The elements of governance: “Good corporate governance on fiduciary boards includes strategic planning, thinking from 50,000 feet up, anticipating changes in the future, succession planning and maintaining an awareness of the context in which a company operates. The role of the board is to listen carefully to management, give advice and not manage. This requires the ability to dig deep and ensure that financials are presented clearly and accurately. On occasion this requires advising the CEO when issues of employee fraud or misbehavior surface. Directors

should always be working on the art of overseeing, reaching forward and anticipating the need for change when necessary.”

 

Joe Wilkins
Medliminal, Quidel Corporation, Public Health Advocates

Joe WilkinsJoe Wilkins is an experienced corporate board director and leader, a former executive with over 35years of executive business experience at Danaher and Quest Diagnostics serving the health and wellness industries of public health, pharma, life sciences and diagnostics. Wilkins served as board chairman of St. Joseph Hoag Health, a $5 billion integrated healthcare delivery system. He also served as a board member at both the national and state level within the prestigious relationships of the American Hospital Association and the California Hospital Association.

Today, Wilkins serves as board director and as governance chair for privately held Medliminal, LLC. He is also a corporate board director for the Quidel Corporation and is a board director and treasurer for Public Health Advocates.

Management’s partner for solutions to complex problems: “A progressive private company board director should be known as a management partner for practical solutions to complex problems within the boardroom. Excellence in corporate governance dictates that boards are informed, engaged and enlightened to use discernment in creating value, holistically for shareholders, consumers, employees and our environment. Today’s globally connected business environment demands directors’ continuous investment in corporate governance education and development. This empowers directors to be relevant as strong advocates for today’s strategic conversations and multiyear plans for quality operations, digital transformation, cybersecurity, health equity and ESG commitments, all tied to strong performance measures.”

 

Valerie Woerner
Matot, Inc., Capitol Theatre

Valerie WoernerAn accomplished CEO, Valerie Woerner is an experienced and collaborative board member on the advisory board of Matot, Inc., a Chicago manufacturing company. She also serves on the board of the Capitol Theatre (governance chair-elect 2022) and is a member of the Yakima Arts Commission and the Michigan Ross alumni board of governors. Woerner served on Larson Fruit’s board and advised and mediated the 2018 sale of the company. In 2018she completed Deloitte’s seven-month intensive board training. She served as board member for Larson Gallery (finance chair), Washington State Fruit Commission(audit chair) and others. Currently a principal at Next Level, she provides interim CEO and board services and is CEO of CEO at Your Service.

Woerner earned an MBA in finance from Ross School of Business at University of Michigan and a B.A. in psychology from Michigan.

Widening the aperture: “Diversity, equity and inclusion transcend gender and ethnicity. Cognitive diversity has the power to expand options by surfacing ingrained, previously limited thinking. Embracing differences in beliefs, experiences and perspectives stimulates creativity. Considering an array of viewpoints enhances the quality of group decision-making, inevitably translating to a stronger bottom line. Boards are faced with increasingly complex challenges to address. Constructive dissent in a transparent and respectful environment can be an especially

useful approach, particularly when an inherent sense of common accountability already exists. Innovation and diversity of thought in the boardroom juice creativity, driving toward superior outcomes for all stakeholders.”

 

Aurora Abella-Austriaco
Attorneys’ Title Guaranty Fund, ATG Legal Serve

Aurora AustriacoAurora Abella-Austriaco is a shareholder in Valentine Austriaco & Bueschel P.C., a women-owned law firm focused on commercial litigation, business litigation and real estate. Austriaco currently serves as commissioner for the Illinois Court Commission and as president of the National Conference of Bar Presidents. She is past-president of the Chicago Bar Association and was the first Asian American to serve in that capacity.

Austriaco has served as a director of Attorneys’ Title Guaranty Fund since 2009. In February she was elected secretary, and in 2014 she became board chair of ATG Legal Serve, the premier special process serving company in the country. In June 2019, Austriaco was recognized as one of Chicago United’s“50 Business Leaders of Color.”

Effective leadership is good governance: “Change is a constant in the digital world in which we live. Demographic changes, shifts in the marketing landscape, regulatory changes and changes brought on by the pandemic have made the responsibilities of board service even more important and challenging. Leadership — management and the board — must establish the right corporate culture and align values and ethics in their decision making, always considering their fiduciary obligations. An effective board shows deep interest in the mission of the organization, has vision and leadership, competence and knowledge, diligence in their dedication and commitment to fulfilling the organization’s goals.”

 

Kay Plantes
Tegria, Automation Nth, Joint Commission Resources and Joint Commission International

Kay PlantesKay Plantes is an economist(Ph.D., MIT), seasoned board member and business strategy consultant and sits on the boards of Tegria and Automation Nth. She serves as a catalyst to organizational growth, with expertise in business model innovation, effective scaling, building culture, strategic leadership and branding.

Plantes has added value to nine boards by leveraging her diverse experience across B2B Industries, market situations and organization stage-of-growth. She has chaired strategy and finance committees and served on HR committees. She co-authored Beyond Price: Differentiate Your Company in Ways That Really Matter and holds a B.S. from the Pennsylvania State University.

Before founding her company, Plantes served as director of strategy and business development for a global medical equipment company, now part of GE Health.

Aligning strategy with plans: “Boards can add tremendous value to strategy development and speeding its execution. Great strategy starts with a deep and shared understanding of the one or two core issues or questions management must address to fuel growth. An effective plan then aligns the organization’s actions and resources on the solutions. Ambition is not a strategy and unrelated goals do not create an effective strategic plan. One measure of board effectiveness is whether the level of strategy discussions has risen and decisions are discussed from a deeper strategic perspective.”

 

Marisol Angelini
Bush Brothers

Marisol AngeliniMarisol Angelini is an independent board director and global business leader with 30 years of experience and a strong track record in consumer-packaged goods companies. She is a director of Bush Brothers, serving as a member of the nominating & governance committee, and has rotated across audit and compensation.

She is also a board member of the National Association of Corporate Directors, Atlanta Chapter, chairing the membership committee. Angelini belongs to the Endeavor Global Inc. and Executive Coaching Connections networks as a business leader expert and coach to a broad set of companies, serving as an advisory board member for some. At the Coca-Cola Company, she served on the board of a joint venture company and served on a global diversity advisory board council.

Hindsight, insight, and foresight equal oversight: “What I enjoy the most about being a director is the opportunity to be a thought partner for the CEO in making the best decisions for the future of the company. It is our role as directors to help the leadership team navigate the context of the business environment from all angles, helping uncover blindspots. We bring our diverse experiences and reflections on issues with our hindsight, we connect the dots across current company insights and challenges, and we provide a foresight of what the future could be to maximize stakeholders value.”

 

Andria Long
Matot, Inc., Neuco, Inc.,Chicagoland Food & BeverageNetwork

Andria LongAndria Long is a leading growth expert and transformational innovator who has successfully drivenstrategic growth at multiple Fortune 500 companies like Sara Lee, Kimberly Clark and Kellogg.

Her executive background includes roles at Johnsonville, where she reported to the CEO and worked directly with the board as she led operations of a freestanding, independent operating unit focused on growth, and at Sara Lee, where she led the food & beverage North America retail and foodservice businesses. Currently she is a strategic advisor to CEOs and an active board member. Long serves on the boards of Matot Inc., a 130-year-old women-owned family company, and Chicagoland Food & Beverage Network. She was appointed to the Neuco, Inc., advisory board earlier this year. Her board responsibilities have included initial board formation, strategic planning and family succession planning.

Succession planning is critical: “Succession planning is even more important in family businesses, where depth of experience cannot be replaced and continuity of culture must be planned for intentionally. Working with the NextGen to help them understand the dynamics of the boardroom is a key area where board directors can add value. Remember that succession is more than just the family and generational transitions; it also very important to your leadership team. They want transparency about their career futures and having a plan can help alleviate uncertainty and ensure retention. They are also critical to safeguarding a family legacy.”

 

Pattie Dale Tye
Trilogy Health Services

Patti TyePattie Dale Tye is an experienced C-suite executive who has held roles as president, Humana Health Plans; COO, Worldwide Affinity and ChaseCom; district leader,AT&T; and COO, Stolle Keenon Ogden. Tye’s career success is punctuated by turnarounds and innovative startups in a wide range of industries.

At Humana, she initiated the turnaround of Humana’s $3 billion Employer Segment by focusing on customer segmentation and technology services. As COO, Tye’s expertise in implementing innovative business models resulted in large value creation in all three firms. Tye joined the board of Trilogy Health Services in2020 and chairs the HR committee. Her current focus is to overcome the challenges of recruiting and retention in the post-pandemic world in this senior living and health organization.

Knowing each other and the company deeply: “Successful directors bring unique qualities and career experiences to their boards that can yield a valuable ‘outside in’ perspective. A personal and intentional understanding of these attributes and how they complement each other is critical to a successful contribution as a private company director. Learning the company’s business, its mission, vision and values allows a director the confidence to ask deeper-level and supportive questions, the answers to which should lead to more fruitful board or committee meetings and, in the long run, greater success for the company.”

 

Frances West
Knowbility, 3Play Media

Frances WestFrances West is a technology executive with more than 35 years of cross-functional global business experience in sales, marketing, partnerships and customer management. She serves as board advisor to multiple startups, G3ict and Private Directors Association-Boston and as a board member of Knowbility, World Institute on Disability and 3Play Media. West has deep knowledge in leveraging technology to drive top- and bottom-line growth and is also a global authority on digital inclusion based on her work as IBM’s first chief accessibility officer and her personal immigrant woman in tech journey. West has a B.A. from the University of Kentucky and holds an honorary doctor of science degree from the University of Massachusetts. She is a member of the International Women’s Forum.

In our emerging post-pandemic world: “Organizations need to fundamentally rethink technology’s impact on their business model, workplace diversity and customer experiences. Board directors have an opportunity to advise business that organizations will succeed with a more innovative, holistic and transformative business strategy if they align purpose and principle with profit and balance shareholder with stakeholder value. This new strategy also needs to consider a human-first digital technology approach embedded across the organization’s policies, processes and procedures, ensuring that privacy, security and accessibility are designed in. This will result in sustained product differentiation, market expansion, talent acquisition and authentic inclusion.”

 

Becky Sharpe
Gobbell Hays Partners, ISTS

Becky SharpeBecky Sharpe’s passion is helping people grow. As the CEO and owner of International Scholarship and Tuition Services, Collegiate Sports Data and Watch Game-Film, her focus is effective leadership and innovation via continuous growth. Sharpe makes vision a reality through building effective organizations. Sharpe serves on two corporate boards. Gobbell Hays Partners is an engineering firm. ISTS is one of Nashville’s top workplaces, has received the “When Work Works” award for exemplary workplace practices and has made Inc. magazine’s list of the 5,000 fastest-growing private companies in America three times.

Her community nonprofit board work includes Vistage International, Big Brothers Big Sisters, Girl Scouts, Sister Cities, Nashville Sports Council, Private Directors Association, Nashville Coaching Coalition and Walk Bike Nashville. Sharpe has twice received the Nashville Business Journal’s Women of Influence Award.

Is the company dysfunctional and is the board enabling? “The way board members interact with each other, the CEO, leadership teams and in their communities can have incredibly positive or devastatingly negative impacts. The most effective board members have an extremely high level of trust and are courageous. They know their roles (noses in, fingers out). They are willing to talk about the ‘hard stuff ’ with respect and candor. For boards to be their best, they must be willing to identify blind spots and negative enablement and commit to continuous discussion and improvement. And, when necessary, boards facilitate board or leadership change.”

 

Sue Tyler
HealthPlan Data Solutions

Sue TylerSue Tyler has built businesses and led financial and operational turnarounds for companies ranging in size from startup through Fortune 100.Tyler represents Caduceus Capital Partners and North Coast Ventures on the boards of early-stage digital health and B2B SaaS companies. She also serves on the board of HealthPlan Data Solutions. She supports CEOs and companies as they raise growth capital, refine their strategic plans and scale operations.

Tyler is former CFO and EVP, operations, of Medical Mutual, a $3 billion health insurance company. Previously she was SVP marketing & product of a startup, growing that business to $300 million annually in four years. A decade at Progressive Insurance showed her the power of great people empowered by a culture of innovation.

Look back but focus forward: “All boards lookback, reviewing historical financial reports and monitoring performance as part of their oversight responsibility. The best boards glean relevant insights from historical information but then focus on the future. They ensure the company has the strategy, talent and resources not just to compete in the current market but to thrive as markets change. Investing in leaders and their ongoing development, keeping a pulse on

societal and industry trends, considering the opportunities inherent in new technologies, assessing risk and making calculated moves are where boards have their greatest impact.”

 

Rhonda Mims
Kymera International, Orion Acquisition Corporation, Athena Alliance LLC

Rhonda MimsRhonda Mims is a senior executive, strategic advisor and reputation management expert recognized for M&A integration, ESG and corporate affairs. She has led legal, executive and strategic communications and change management for high-profile companies and has diffused issues posing significant reputational, client and revenue risk. Mims’ global perspective, ability to anticipate and navigate critical inflection points and expertise delivering complex messages to broad audiences are hallmarks of her career.

She currently serves as an independent director and chair of the compensation committee for Kymera International. She is an independent director for Orion Acquisition Corporation and serves on its audit committee. She is also an independent director of Athena Alliance LLC. Additionally, Mims is the chair of the Thirty Percent Coalition, a nonprofit focused on increasing board diversity.

Thinking broadly about the company: “Assisting management with decision making tied to ESG practices can add revenue and mitigate risk. ESG touches almost everything internally, from human capital to environmental compliance to business practices and principles. Director experience in legal, diversity, equity and inclusion; and corporate affairs helps boards think broadly about how they can aid the company through difficult periods like COVID-19 to ensure a sustainable future. Directors with this experience are valuable in reviewing societal issues from a business lens. Director experience in corporate communications can help companies manage a crisis with critical stakeholders while maintaining the company’s reputation.”


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