Awards Corner: Governance professionals of the year exhibit sweat equity
Everybody loves to see a protagonist wage an uphill battle against difficult, if not near-impossible, odds, to emerge victorious on the other side – at least when it’s someone else doing the sweating. That’s been a pattern among past winners of the governance professional of the year award, too.
Take Damien Atkins, for example. Deputy general counsel of AOL at the time, Atkins was honored in 2012 in the small to mid-cap category for his efforts to defend the company in a proxy contest waged by Starboard Value – and prevail, without having to settle with the activist investor, after seven months of hard work. Three and a half years later, that accomplishment is almost mind-boggling in view of Starboard’s string of successes since then, from replacing Darden Restaurants’ entire board to getting four directors added to Yahoo’s just this week.
Another achievement Atkins was recognized for was successfully restructuring the CEO’s executive pay package amid shareholder concern about rising executive compensation. He renegotiated the CEO’s contract to make it 70 percent performance-based, including equity awards that would vest only if long-term growth targets in online advertising were met.
On the sidelines of the awards dinner, Atkins said the key to successfully managing daily governance problems is being able to stay calm under pressure and develop relationships across the company. ‘In addition to just working with people in the legal department, [it’s] building deep and lasting relationships with [people in] human resources, investor relations and the treasury group, because without those relationships, your effectiveness is decreased substantially,’ he said.
Building lasting and meaningful relationships – with retail investors – was something Peggy Foran was honored for the same year in the large-cap category. As chief governance officer, vice president and corporate secretary of Prudential Financial’s law, compliance and business ethics group, Foran created a groundbreaking incentive program to spur more retail investors to vote their proxies. The proposition was simple and designed to emphasize Prudential’s commitment to sustainability: investors would receive an environmentally friendly tote bag or have a tree planted in their name. The campaign boosted retail shareholders’ participation in voting by 94,000 and resulted in 113,000 new trees being planted in US forests. This achievement continues to resonate when retail investor voting remains low at many other companies. Foran’s generosity in helping other companies develop strategies to improve shareholder engagement was also noted by the judges.
Last year’s winners in these categories demonstrated their ability to quickly recruit a diverse group of board members for a new spin-off (Jean Weng at Voya Financial) and get a high level of buy-in from senior executives for the company’s sustainability programs through shaping disclosures and governance practices around sustainability (Cynthia Nastanski at PepsiCo). Nastanski is also a good example of the role a nominee’s contributions to the broader corporate governance community can play in getting his or her efforts recognized: noting the focus of the Sustainability Accounting Standards Board and others on enhancing disclosure around sustainability metrics, she saw a need for further discussion among investors and companies about sustainability and helped found the University of California, Berkeley Sustainable Business & Investment Forum. As an alumnus of UC Berkeley, Nastanski knew the university had a ‘great program in this area’ and was the right academic institution to partner with.
Corporate Secretary is now accepting nominations for the ninth annual Corporate Governance Awards. If you would like to nominate your company or a client you work with in any of the 14 categories, please click here. [Link to