Preparation starts even before the first class. “I want you to do some thinking, meditation and preparation before you walk through that door,” says Stephen Burnett, associate dean for executive programs and professor of strategic management at Northwestern University’s Kellogg School of Business. “I want you to meet with your boss and subordinates, think about your own situation and what you personally want from this experience.” Unlike an MBA course, many executive education classes and seminars allow participants the opportunity to bring their real-life corporate dramas to the classroom. Burnett advises executives and directors to have a different perspective on the learning experience: “This isn’t a movie you’re going to sit back and watch—you can change the executive program by the questions you ask, by who you talk to and what you ask them.”

Rather than view the seminar or course as just another class, today’s schools are emphasizing the need for participants to enter the classroom with the intent to discuss their own corporation’s issues and find solutions. “We’ve been counseling very hard to get committees or management staff to think about their proxy statement as a message of engagement…[an opportunity] to get to know shareholders,” says Ira Millstein, senior associate dean for corporate governance and Eugene F. Williams Jr. Visiting Professor in Competitive Enterprise and Strategy at Yale School of Management. “Communication with shareholders could be the most important thing right now [for directors to focus on], because shareholders are so much more powerful.”

Strategy is also a major area of interest for executives and directors, who are often looking how to best lead their companies as the economy reels from bad decisions and heightened government regulation. “Executive education is now seen as a tool for implementing strategy,” Darden Executive CEO David Newkirk says, adding that many clients attend programs to adjust to changing roles and deal with the effect on the entire organization, not just upper management and the board. He notes that executives and directors find themselves asking: “How do I take the next 200 to 1,000 people and help them understand the strategy and how their roles will change and then give them the capabilities to implement that new strategy?”

Directors in particular are beginning to realize that traditional skills are no longer enough to ensure effective boardroom performance. “The directors who join us,” says Liz Barron, director of education for the NACD, “really want practical solutions based on boardroom experience. We’ve seen a huge interest in committee processes—the chairs of nominating and governance, audit and compensation committees—come to us looking a little green about the gills and find the work we’re doing on performance metrics, audit-committee processes and our proxy-disclosure template really helpful. Their complexions improve as their confidence begins to grow and they begin to see new ways of keeping on top of their workload and providing the right amount of oversight.”

No Room for Complacency

When a corporation sends C-suite executives or corporate directors to learn more about strategy, risk or compensation, they expect lessons to be applied in real time. Many of today’s most acclaimed institutions welcome this one-on-one interaction, using participants’ experiences as tools that are as highly valued as classroom texts and keynote speakers. “Many times you listen to one panel, move on and then onward…you only have time to raise your hand and maybe get a question answered—that’s it,” says Kip Kelly, director of marketing at the University of North Carolina Executive Development. “At UNC, we’re moving toward smaller post-panel group sessions with longer breaks.”

Instead of having topic-specific breakout sessions, UNC has instituted “problem-solving sessions,” allowing directors and executives the opportunity to share situations they are facing with others who may have already had similar issues. “Instead of rushing to the stage to ask the speaker a question, participants can have real discussions back and forth with speakers,” says Linda Selbach, program director of the Director Development Institute at UNC.

An interesting pool of participants is enticing, but the main keynote attraction is also vital, as participants want to hear from high-profile personalities deeply involved in some of today’s most tumultuous and challenging situations. “Last semester, Hank Paulson was interviewed by John Mack on campus; Tim Geithner gave his first post Dodd-Frank passage here at Stern,” says Joanne Hvala, associate dean, marketing and external relations at New York University’s Stern School of Business. “We were able to invite some of our students to attend, as well as stream the discussions online—history-making experiences right here on campus.”

Location and accessibility to regulators in Washington also can be helpful, as the government and Securities and Exchange Commission continue to increase regulation. “We’re able to attract the policy makers,” says Stephen Wallenstein, who oversees the Director’s Institute and is a senior fellow of finance at the University of Maryland’s Robert H. Smith School of Business. “Half of our program is composed of breakout sessions composed of 15 to 20 people—people are not just listening passively, because we try to mix in some of the substantive areas that we think are important for all directors, with an equal number of breakout sessions.”

Collaborative Approach

Some universities find that combining their expansive repertoires can provide a unique experience for participants. Stanford’s Graduate School of Business, Dartmouth’s Tuck Executive Education program and the University of Chicago’s Booth School of Business have combined resources to offer a wide array of faculty and speakers for executive education attendees. Sean Bandarkar, managing director of program and business development of executive education at Stanford, believes that having research from top faculty in the field of corporate governance from three universities offers a unique perspective for program participants. “The key thing that we do is bring in the university’s point of view…but we also balance that with the knowledge and experience from our participants,” Bandarkar says. “If you bring in too much of a university point of view, you don’t get the real experiences; without the faculty, however, you just get a room full of war stories with no structure.”

The method of teaching also contributes to a successful executive program. “Unlike in a lecture for an MBA, in an executive education program you need a faculty member who is such an expert that they’re willing to let go and take a conversation or exercise elsewhere—where they may not have even thought of originally or intended,” says Clark Callahan, executive director of Tuck Executive Education at Dartmouth. “It takes a master to be able to do that.” Callahan believes confidence and presence are also factors when selecting potential speakers and panelists. “It is important to have credibility when you walk into a room,” Callahan adds. “You are a source that people should be listening to.”

The proper blend of academia and real-world experience is key to a successful and engaging seminar. “Academics have the luxury of having a lot of time to get things done,” says David Heckman, practice leader, senior management, at The Aresty Institute of Executive Education at The Wharton School at the University of Pennsylvania. “Practitioners are good at saying, ‘These things need to be perfect.’ We understand that the people attending our seminars need to get things done—and quickly.” Instead of being stuck in “modalities,” Heckman emphasizes that Wharton, as with many other institutions, works toward blending the perspective of academia without falling victim to irrelevant or overly theoretical viewpoints.

Understanding and solving real-world situations is key. For example, as the relationship between the C-suite and board continues to evolve, how to handle unexpected problems is of growing concern. “After the Toyota episode and BP’s ongoing clean-up, boards are reflecting on their role in a crisis situation. We’re planning to run an exercise for senior executives in the C-suite,” Heckman explains, “where these executives must persuade the board—and the board is on the hook to do due diligence—to discover the communication in working together.”

Deep Dives

At UCLA Anderson’s Director Education and Certification program, the course focuses specifically on serving as a corporate director. Robert Humphrey Gyde, associate director of marketing, UCLA Anderson Executive Education, says the basics haven’t changed, but UCLA is gearing its program to post economic-crisis directors seeking guidance in this new uncertain environment. “We appeal to both the senior director as well as a fresh face in the boardroom—both sides have much to learn from one another,” Gyde says. However, while the basics have remained relatively the same, with emphasis placed on strategy, structure and succession, Gyde believes that post-crisis, many directors feel the need to “refresh” themselves. “One thing that is becoming more pressing in the director environment is the need to understand how best to engage with activist shareholders,” Gyde says. “They’re becoming much more savvy—much more web savvy; one reads about caucuses arising online and boards need to think carefully about how they are going to engage with their shareholders.”

The SEC’s recent decision to allow proxy access to shareholders has created an onslaught of activity as directors seek to educate themselves on the implications of the new rules. “Of course, there is now a huge interest in the proxy and how to develop a relationship with shareowners that goes beyond disclosure,” reports Liz Barron, NACD director of education. Case in point: more than 900 people signed up on short notice for a proxy-access related webinar. “There’s a feeling that directors need up-to-the minute insights,” notes Barron. “They need to know what to do now—and what to do next.”

Shareholders have harnessed the power allotted them in virtual chat forums and blogs, allowing them to access the investing public at a faster and more efficient rate than ever before. Directors, whether experienced or new to the boardroom, must address these ever-changing channels of communication. “I think experienced directors may feel they can learn a lot from a new generation of directors who are now entering the boardroom,” Gyde adds. “These new directors have thrived in this new economic, web-based environment—being collegial will offer you a wider perspective on the new reality.”

As the industry continues to change, the face of the boardroom may look far different: Executives in their 30s (and sometimes 20s) are advancing more quickly through the ranks. Gyde believes that while who in academia is leading the learning experience is integral to the success of a program, “who you’re in the room with can be just as valuable as what’s being delivered from the platform.”

Globalization Is Here

As the economic ripple-effect crosses international waters, many executive education programs attract directors serving in the EU, Africa, the Middle East and Asia. “We’re also getting people from Middle Eastern countries, representing sovereign wealth funds, oftentimes, for a European public company,” says Jay Lorsch, Louis Kirstein professor of human relations at Harvard Business School. “We’re getting people from Latin America as well, especially Brazil, as well as India, because many companies are moving from family companies to public companies.” These executives travel to better understand corporate governance issues from a global perspective and attending Harvard’s program allows them to network with colleagues in similar situations, Lorsch says.

“Executive education is now seen as a tool for implementing strategy. How do I take the next 200 to 1,000 people and help them understand the strategy?” — David Newkirk, Darden Executive

“Globalization is real now—we don’t have to teach it,” Darden’s Newkirk says. “There’s a lot of emphasis on cost and quality when running a global business. Many companies have already internalized a cost culture.” Newkirk believes firms are addressing how to best understand customers, create better relationships with external and internal business partners and become a leader in their industry. “How do I take this company and make it innovative?” Newkirk asks. In addition, as emerging markets in China, Brazil and India take hold, the need to stay competitive is forcing executives and directors to form new strategies.

The Diversity Issue

As the economy shifts and companies find themselves regrouping, boardroom demographics are slowly changing as well. While the lack of presence of women and minorities in the C-suite and boardroom remains an issue, executive programs are attempting to encourage increased participation. “We get companies who complain that our classrooms aren’t diverse enough—and then they send us five white males,” Newkirk laments. “We don’t make diversity a requirement…but we offer scholarships to women from nonprofits and we’ve got a program for National Aerospace Company, which we’ve held in Beijing, Tokyo and Hanoi.”

Overall, women and minorities are attending more classes to prepare for C-suite and boardroom responsibilities. “Our last board program group was more than 50 percent women,” UC Berkeley’s Hischier says. “But it seems there is still a pretty small pool of candidates.” While it’s slow going, the C-suite and boardroom are edging along in the right direction. Education is important to avoid the caveat of simply fulfilling quotas.

As the regulatory environment continues to train a spotlight on the practices of financial institutions, executives and directors will continue finding issues such as strategy, risk, crisis management and shareholder communications at the top of their agendas. Today’s executives find themselves evaluating the current economic environment and attempting to keep up with the frenetic, volatile world of the Internet and mass media. Whether fresh-faced or a seasoned pro, today’s executives and directors will continue to need and demand ongoing educational opportunities to reexamine the fundamentals of good corporate governance and strategy, as well as staying current with emerging and ever-changing global economic business challenges.

In the aftermath of the economic crisis and subsequent losses in shareholder value, Louis Lucullo, executive vice president of the Executive Liability Division of Chartis, pointed out that directors need to understand the intricacies of their policies. For example, when is director coverage triggered? At the start of even an informal investigation, directors are often asked for documents and other information, but coverage doesn’t start at that point in the process—often to the surprise of directors and officers.

Lucullo explained that current policies in the marketplace do not provide coverage until either an actual subpoena is issued or even later, such as receipt of a notice that charges may be brought. New policies seek to be more transparent and take effect earlier, such as “when you appear in an interview,” Lucullo said. Directors should ask: “To what extent is the coverage available?” he adds.

“When you look at your D&O policy, you should know the extent to which you are indemnified—and how the policy works in providing that indemnification,” Lucullo said. “The worst part for you as a director is that you’re often left out in the cold while the process is going on—there’s no need for that.”  Your D&O policy must have a feature by which it will advance payments for any reason should the company fail or refuse to indemnify, he cautioned.

In addition to the unfavorable litigation climate, directors are often faced with scrutiny because the company is unsure whether or not a particular director has acted fraudulently. “The last thing you want is to have a company fear that you acted fraudulently, when in fact, you haven’t,” Lucullo added. “Broad D&O contracts have conduct exclusions—but we rarely use them.” Conduct exclusions are rarely utilized  because very few securities litigation cases have gone to trial: “Fewer than 25 since 1995,” Lucullo noted.

As a director, Stuart R. Levine advises his peers to reinforce confidence in capitalism and the economic system by supporting common sense governance practices. “There are two things that work [when dealing with risk issues]…understanding reputational and financial risk for directors as well as for the corporations they serve,” Levine said. “Those two issues help to define our service.”

The desire to be adequately covered by a proper D&O policy could lead to “too much D&O.” According to John F. Levy, a member of three public company boards, “If you have too much D&O, you become a target for unscrupulous attorneys and their clients, but you want enough so you’re protected.” Levy recalled one experience where the company financed the D&O insurance and had an agent handle the process. The firm “paid the premium to the agent and the funny thing—the agent absconded with the funds.” Levy encourages directors and officers to “not just say ‘Oh, you’re taking care of it, so it’s taken care of,’ but to really make sure that it’s there and you understand it.” He urged directors to stay updated on what insurance plans are in place and to be aware of when policies are up for renewal.

D&O policies should also be reviewed after a merger or purchase by another company. “I was involved in a potential sale where a company didn’t have D&O insurance,” Edward J. Smith, president of Barnegat Bay Capital and director at ATS and Cognex, told the panel. “In the context of the sale, we went out and bought [D&O insurance] at arm’s length from the market…And remember: every word in the D&O policy is negotiable.”

The increase in regulatory action also raises new concerns. “Unfortunately, the cost of responding to regulatory inquiries and the cost of litigating has gone through the roof, because the volume of e-mails, documents and other information that gets produced on a daily basis has exploded,” said Michael B. de Leeuw, partner at Fried, Frank, Harris, Shriver & Jacobson. “One of the areas I think companies have to come to grips with at some point is how long are we going to allow employees to use the company e-mail system for every single thought that comes to mind.”

Corporate culture has forever changed as e-mail and other forms of “texting” have increasingly become the go-to method of communication for all employees. “When you get to the point where you have to review a mountain of e-mails and another mountain of documents to satisfy a regulator or comply with a litigation demand, you learn fast that it is far more expensive than it used to be,” added de Leeuw.

The discussion of sensitive company information being electronically transmitted segued into the issue of data and privacy. Eisner’s John Fodera emphasized how important it is for directors to understand privacy compliance as it relates to corporate policy on employee e-mail and the use of social media sites such as Twitter and Facebook. Some commercial statutes mandate the posting of privacy policies depending on where employees, customers and vendors reside. Fodera noted that 47 states now have breach notification and privacy laws and stressed the importance of boards monitoring compliance programs to include adequate risk management processes.

Carlos C. Campbell compares his experience as an aviator to being a director. “Flight training is an excellent example of risk management. A sign in the squadron’s ready room stated: ‘What you do not know will not hurt you, it will kill you.’

“As directors, it is essential to supplement our business experience and embrace the training we receive through seminars and various NACD publications,” Campbell advised. “We must process critical information, anticipate and be prepared to mitigate risks. Complacency and incompetence will certainly cause an unwarranted erosion in shareholder value.”

“I think boards are so overwhelmed with new measures and regulations that there is a real possibility that directors are going to lose the core of what they’re supposed to be doing,” began Jack Wasserman, who like fellow panelist, Edward Kangas, is a veteran of audit committee service.

Mary Pat McCarthy asked about the board’s role in developing company strategy. Kangas broke it down into three elements: set the fundamental direction (which boards do actively with the CEO), develop the strategic plan (also driven by the CEO) and review, monitor and approve transactions and major investments that are a result of that plan. “When I joined Tenet Healthcare in 2003, the company…had been accused of bribing doctors through physician relocation agreements, doing unnecessary surgeries in certain hospitals—and the government was threatening to pull their Medicare certification, which would have put them out of business,” Kangas said. “The board decided we had two decisions: we could liquidate the company and sell off the hospitals…or we could decide to do what would be needed to have the government back off, which meant, change all the management.” Kangas explained that if they went with the first decision, the current CEO would stay; if they decided on the latter, they would need a new CEO. “So the CEO couldn’t make that decision; that was not a management activity,” Kangas said. “The board made the decision to change management, change the board and restructure the company…today Tenet is doing reasonably well.”

Wasserman added that there is a dynamic between the CEO and the board. “There has to be board surveillance,” Wasserman noted. Senior management gets “big dollars” to do their jobs. “Leave them alone…let them do their jobs.” Wasserman continued, noting that unless the company is in the process of a major structural change or looming crisis, management should be allowed to perform their duties—and if they don’t, “change the management.”

Both Kangas and Wasserman agreed that it can be difficult to identify a plan to maximize shareholder value when shareholders are only interested in the next two or three years. Kangas said that it is important to deliver results in a 36- or 48-month timeframe and that developing plans for 10 years can work, but is often difficult. Wasserman agreed, noting that it’s a given to have a financial plan, but when planning for risk, the plan frequently changes. “We just don’t know what’s going to happen over the long term,” Wasserman said. Kangas added that if a good strategic plan is in place, it serves as a solid foundation to handle potential future risks: “If management can’t do that, you change the management.”

Gretchen Michals Salois

Basili Alukos, industrials equity analyst at Morningstar, believes that Tilton joined United with a plan of action: “The consolidation needed to happen—Tilton was preparing the company to be acquired or to engage in a merger.” The personalities of Smisek and Tilton also played center stage in the blockbuster coupling of the two companies, as both leaders were publicly vocal about their interest in the merger. “I think there tend to be strong personalities in the airline industry—United is in really difficult shape,” Alukos adds. “Tilton realized he had to be more friendly and giving to another airline.”

The move will likely spur other collaborations. “There will be increased pressure for further consolidation in the airline industry,” says Jerrold A. Glass, president of F&H Solutions Group. “Fares are always governed by the lowest airfare in the market—that part is not going to change.”

“I think Southwest Airlines will take the opportunity to expand,” Alukos says. “There is no barrier to pricing and Southwest has the   financial backing to expand.”

Bank of America has named Charles “Chad” Holliday Jr. as its chairman. Holliday, former CEO of DuPont, succeeds Walter E. Massey, who retired from the board after reaching the mandatory retirement age of 72.

Physicians Formula elected Thomas Lynch to its board of directors. Lynch is the founder and senior managing director of Mill Road Capital.

Errol Gillespie was appointed to the board at Estate Coffee Holdings. Gillespie, an expert in farm management and the coffee industry, is a former agronomy extension officer with the Coffee Industry Board in Jamaica.

William C. Mills joined Interleukin Genetics’ board. Mills is currently an independent venture capitalist.

US Cellular named Mary N. Dillon, former McDonald’s Corp.marketing executive, as CEO. She began June 1 when CEO John E. Rooney retired. Dillon served as global chief marketing officer at McDonald’s, where she has worked since 2005. Prior to that, she was president of PepsiCo’s Quaker Foods division.

Bull, an information technology company, appointed Philippe Vannier as chairman and CEO. Vannier has been chairman of the management board of Crescendo Industries, a private investment company, as well as chairman and CEO of Amesys.

Brad A. Alford was elected to the board at Avery Dennison. He is the chairman and CEO of Nestle USA.

Monster Worldwide named two new directors, Cynthia McCague and Jeffrey Rayport, to its board. McCague has more than 35 years of experience as a human resources professional. Rayport is currently a partner at Castanea Partners.

William M. Cook, chairman of the board, president and CEO of Donaldson, was elected to Valspar’s board.

Primerica named P. George Benson to its board. Benson has been president of the College of Charleston since February 2007.

Joseph P. Sullivan, former chairman and CEO of Protocare, joined CIGNA’s board. Sullivan currently serves as a director of Amylin Pharmaceuticals. He is also chairman of the board of advisors of RAND Health.

Henry Ruhnke Jr. joined the 1st Capital Bank board of directors. Ruhnke is a registered architect and a principal of Wald, Ruhnke
& Dost Architects.

Michael J. Somers was elected to the board of directors at Willis. Somers was formerly CEO of the Irish National Treasury Management Agency.

Landen Capital has named James C. Gervais to its board of directors. Gervais retired from the Canadian Forces as a lieutenant general, the second highest rank in the Canadian military.

Ralph Whitworth, a principal and co-founder of Relational Investors, was elected to Genzyme’s board. He will serve as chairman of the strategic planning and capital allocation committee.

Nolan Bushnell returns to Atari as a member of the board. Bushnell created Atari in 1972 and later sold the company. Tom Virden, founder of Boatbookings.com, was also named to Atari’s board. He will serve on the audit committee. David Gardner and Phil
Harrison have resigned from the board.

Craig Mataczynski has joined Vulcan Power as CEO. Mataczynski is the former CEO of Renewable Energy Systems Americas.

AcademixDirect has appointed Karen C. Francis as chairman and CEO. Francis was formerly chairman and CEO of Publicis & Hal Riney.

Adriana Pozzani Lynch, founder of Pozzani & Associates, recently joined Arbonne International as senior vice president and chief
marketing officer.

Vermillion named Sandra A. Gardiner vice president and CFO. Gardiner previously served as CFO of Bend Research.

Intelligent Communication Enterprise has appointed Nelson Wu to its board as a non-executivedirector. Wu is the general manager of business development at Hin Leong Trading in Singapore.

David H. B. Smith was elected to the board at Northern Trust. Smith is executive vice president of policy and legal affairs and general counsel at the Mutual Fund Directors Forum.

Julie England, former vice president and general manager of RFID at Texas Instruments, has joined the board of directors at
Intelleflex.

The Great Atlantic & Pacific Tea Company named Mark Kramer senior vice president of operations. Kramer previously served as the regional vice president, operations for Rite Aid.

UraStar Energy has appointed Charles W. Reed to its board. Reed is a registered professional geologist with more than 40 years of work experience in the mining industry.

Constellation Brands elected Jerry Fowden to its board. Fowden is CEO of Cott.

Central Garden & Pet named John Ranelli to its board of directors. Ranelli previously served as CEO and president of Mikasa.

TIAA-CREF appointed Connie K. Weaver executive vice president, chief marketing and communications officer. Weaver was senior vice president, marketing and communications, at The Hartford Financial Services Group.

ExpressJet Holdings named Thomas M. Hanley president and CEO. Hanley previously served in various executive positions for Wexford Capital.

William J. Amelio and William E. Mitchell have joined the board at National Semiconductor. Amelio is a member of the Daylight Partners Group of investors; Mitchell is the former chairman and CEO of Arrow Electronics.

Nancy Pierce was elected to the board at Zhone Technologies. Pierce currently serves as president and managing director of KELD, an investment management and strategic advisory firm.

Michael C. Smiley, CFO of Zebra Technologies, has joined Twin Disc’s board of directors.

Elroy Sailor, CEO of J.C. Watts, was recently named to the board of directors at Red Branch Technologies.

Ultralife has named Brigadier General, U.S. Army (Retired) Steven M. Anderson to its board. Anderson has more than 31 years of experience in U.S. Department of Defense operations.

EDA Consortium elected six people to its board. Edmund Cheng, Dane Collins, Aart de Geus, John Kibarian, Alex Shubat and Ravi Subramanian all joined the board.

Peter Frank has been named to the board at Viasystems. Frank is currently the president of GSC.

Weikang Bio-Technology has appointed Yvonne Zhang, Yilun Jin, Allen Zhang and Yan Huang to its board.

Generac elected David Ramon to its board. Ramon, formerly president and CEO of USA.NET, will serve on the audit committee.

ARIAD Pharmaceuticals named Robert Whelan Jr. to its board of directors. Whelan was a fellow at the Harvard University Advanced Leadership Initiative from 2008-2009.

RailAmerica appointed Ray M. Robinson and John E. Giles to its board. Robinson is a former AT&T executive and Giles is Rail-America’s president and CEO.

Sheli Z. Rosenberg was recently named to General Growth Properties’ board of directors. Rosenberg is the former president, CEO and vice chair of Equity Group Investments.

Conseco elected David K. Zwiener to its board of directors. Most recently, Zwiener was CFO at Wachovia.

Costco COO Dick DiCerchio will retire as the company’s senior executive vice president and COO. He will remain as a member of the company’s board.

Ajay Banga was named president and CEO of MasterCard and was appointed to the board of directors. He was previously president and COO. Prior to joining MasterCard, Banga was with Citigroup.

Mark Zoradi, former Walt Disney Studios Motion Picture Group president, was appointed to Rave Cinemas’ board.

Delia’s recently appointed Walter Killough CEO. Killough previously served as COO and will continue to serve as a member of its board. Killough succeeds Robert E. Bernard, who is stepping down as CEO to pursue other opportunities.

Tran B. Nguyen, former CFO of Metabasis Therapeutics, has joined Somaxon Pharmaceuticals as vice president and CFO.

QuantRx Biomedical appointed two new independent directors to its board: Robert G. Pinco, senior counsel and former head of the biomedical/food and drug group at Buchanan Ingersoll & Rooney PC, and Patrick T. Mooney, CEO, president and chairman of Echo Therapeutics. The board of directors now has five members.

Henry S. Miller, chairman of Miller Buckfire, has joined the board of directors at AIG. Miller is a former vice chairman at Dresdner Kleinwort Wasserstein.

Sirona, a dental technology firm, recently appointed Thomas Jetter to its board as an independent director.

CBL & Associates Properties appointed Thomas DeRosa to its board. DeRosa, a former vicechair and CFO of The Rouse Co., fills the vacancy resulting from the death in February 2010 of Claude M. Ballard.

Frank C. Condella Jr. has been named president and CEO of Columbia Laboratories, after serving as interim CEO since December 2009.

DEX, a supply-chain logistics provider, has added Tony Harris to its board. Harris has served as CEO of ADT PLC in the United Kingdom.

Daniel Gold has been appointed president and CEO of Marshall Edwards, a clinical developer of anti-cancer therapeutics. Gold most recently served as president and CEO of Prospect Therapeutics.

RES Software appointed Klaus Besier CEO. Besier most recently served as president and CEO of Neoware.

R. James Alexy, former chairman of the board at Network Services, has joined the board of directors at Solo Cup.

Galena Capital appointed Michael Sweatman to its board. Sweatman currently serves as CFO of Marifil Mines.

Matt Prohaska was appointed CEO of Smartclip. Prohaska most recently served as vice president of North American sales and account management for AOL.

Lynn Wunderman was appointed to the board at ARC Wireless Solutions. Wunderman has more than 30 years of experience in direct marketing, database marketing, communications, consulting and general management.

Walgreens elected Ginger L. Graham to its board. Graham is currently the president and CEO of Two Trees Consulting.

Autotask Founder and CEO Bob Godgart has been appointed vice chairman of CompTIA’s board. Godgart directs all of
Autotask’s investment and business strategy as well as operational activities.

Bristol-Myers Squibb appointed Charles Bancroft CFO. Bancroft joined the company in 1984.

SRA International elected W. Robert Grafton to its board of directors. Grafton served as chairman of Arthur Andersen
and managing partner of Andersen Worldwide.

Dennis Welch, executive vice president of American Electric Power Co., has joined the board of TRC.

Constellation Software recently appointed Mark Leonard and John Billowits to Gladstone PLC’s board of directors. Leonard is the president and Billowitz is CFO at Constellation. Billowits will assume the interim CEO role at Gladstone to assist in the integration of Gladstone into Constellation.

Ian Stewart was appointed to Nitinat Mineral’s board of directors. Stewart co-founded Stratacon, the largest sub-metering company in Canada. Stewart was appointed to the board after the resignation of Wayne Isaacs.

Impax Laboratories has elected Allen Chao, chair of Newport Healthcare Advisors, to its board.

Zix named Maribess L. Miller to its board. Miller previously was with Pricewaterhouse Coopers.

Andrew Miller has been named Polycom’s new president and CEO. Miller, who was previously with Cisco before joining Polycom last year, will replace Robert Hagerty, who is also resigning from the board. David DeWalt, Polycom’s current lead and independent director, will become chairman of the board.

Parametric Technology has named Jim Heppelmann CEO, effective October 1 this year. Heppelmann is PTC’s president
and COO.

Merge Healthcare appointed Jeff Surges to its board. Surges is currently president of U.S. sales for Allscripts-Misys Healthcare Solutions.

Pay Alignment
Farient Advisors Founder and Executive Chair Robin A. Ferracone offers in-depth research into fair compensation practices in her new book, Fair Pay, Fair Play: Aligning Executive Performance and Pay (Jossey-Bass, 2010). This is a book compensation committee chairs could love. It provides data by industry and company as well as case studies, while offering insight into director pay levels, how directors should approach pay issues and prognostications for pay. Ferracone’s research led her to the conclusion that “shareholders weren’t concerned so much with the level of executive pay, but rather, with the alignment of performance and pay.” Fair or aligned pay is both “sensitive” to company performance over time and “reasonable,”relative to the relevant market for executive talent and for the performance delivered.

In addition to aligned pay, Ferracone emphasizes the need for directors to be on the “company’s page when carrying out their pay oversight responsibilities.” When considering pay, directors sometimes attempt to apply models from companies they work with that operate in different industries. However, Ferracone cautions, those models “may or may not be applicable to the company on whose board they sit.” To better equip directors on the subject of executive pay, Ferracone’s statistical database looks at whether pay is aligned with performance. By speaking to compensation committee chairs, CEOs, heads of human resources and shareholder advisors, she is able to bring research on alignment to a specific company level.

In many cases, poorly performing companies continue to dole out big paychecks, Ferracone says, because in troubled times “boards are jittery and in the mood for buying some ‘insurance’ to retain their top talent.” She concludes that the retention issue is “generally overblown, particularly for the CEO.”

Mattel Chairman and CEO Robert A. Eckert, who is quoted in the book, put the question into perspective, asking directors: “How many of your top fifty people have left in the last three years? If nobody has left in the past three years, why do you think they’re all going to leave now? So I think the retention argument is a weak one and is frequently abused.”

When assessing performance, Ferracone urges directors to set goals. She believes that with conventional goal setting, a company sets targets in accordance with its budget and those may not necessarily be in line with shareholder interests. “If the budget is down from the prior year, shareholders likely won’t be rewarded by down performance, even if it is good performance relative to competitors or general economic conditions,” Ferracone says. “I support a goal setting methodology—at least for earning above-target incentive awards—that requires long-term and sustainable improvements in performance. Threshold goals should be motivational, but maximum goals should be shareholder accretive.”

Analyzing Risk
The authors of Surviving and Thriving in Uncertainty: Creating the Risk Intelligent Enterprise (Wiley Books, 2010), Frederick Funston and Stephen Wagner delve into why and how boards can help companies become more risk intelligent.

“It became pretty clear to us that there was quite a bit of focus on protecting existing assets, but very little focus on management and oversight of risk for building value for the company,” Wagner says. Funston was managing partner of governance and risk oversight services at Deloitte & Touche LLP while Wagner was the managing partner of Deloitte LLP’s Center for Corporate Governance. Over the past two years, the authors’ vision of the book has evolved, adjusting to the precariousness of the global economy after the crash of Wall Street in 2008. “Turbulent times give rise to high levels of uncertainty,” Wagner notes. “We realized it was the perfect opportunity to talk to boards about their role in risk oversight.”

Crises are going to happen, but Funston says that once-in-a-lifetime crises appear to be occurring about every three to four years. The team began to look at why such crises occur in an effort to illuminate how directors might better approach risk oversight both to avoid loss and also to create gain. Funston advises boards to become more involved in the oversight of risk as it relates to strategy. “Boards are starting to get too involved in operational details and compliance at the expense of competitiveness,” Funston says.

Don’t Be Left Behind
The way of doing business is in flux, as technology makes communication instant and consumers are increasingly able to “pull” what they want when they want it. As Google and Netflix have so ably demonstrated, harnessing the benefits of the power of pull can result in more efficient business practices. In The Power of Pull: How Small Moves, Smartly Made, Can Set Big Things in Motion (Basic Books, 2010) by John Hagel III, John Seely Brown and Lang Davison, write about two challenges: “Making sense of the changes around us and making progress in an increasingly unfamiliar world.”

The authors, all executives at the Deloitte Center for the Edge, advise even successful executives to understand what they describe as the “big shift.” Methods of communication and conducting business that did not exist just 15 years ago are making an enormous impact on consumer consumption today. The authors reason that businesses—and the executives running them who don’t embrace the shift—are trapped in “push” mode. “Push programs represent a top-down approach to dictating activities…variances from the plan aredeeply suspect and great effortsare made to eliminate them,”they point out.

Poisonous procedures and rigid programs end up hindering productivity and the overall bottom line. In order to embrace these changes, a new paradigm, aptly called “pull,” is intended to evoke a thought process to discover that current methods of doing business are “profoundly shifting, generating a set of dynamics that is shaping everything else.” As the world evolves, so too must those living in it.

What makes this book compelling is the story of how others have realized or embraced the tenets of pull. The authors relate SAP CEO Shai Agassi’s thought process as he “challenged SAP to rethink crucial aspects of how it did things in general, and innovation in particular.” The chief executive’s decision to offer SAP’s software for free and charge for IT services was unheard of at the time, but delivered a significant return, helping to reshape the software industry. The authors believe the process of “pulling from the top” allows companies to free the talents and resources from institutional boundaries—and from old ways of doing business.

Diamond was among a distinguished roster of our nation’s decision makers in banking, government, regulatory agencies and stock exchanges convened yesterday at the third annual NACD Directorship Forum convened to discuss the most pressing issues facing corporate boards today. The day-long conference, hosted by the National Association of Corporate Directors and Directorship, brought together more than 150 public company directors at the Union League Club in New York City.

“The demands on directors today have never been greater.  Boards are navigating a constantly changing environment where accountability and leadership is now personal,” said Kenneth Daly, President and CEO of NACD.  ”The key take away today is the urgent need for directors to demonstrate exemplary board leadership, and as the voice of the director, the NACD is helping empower corporate boards including Dow Chemical, Kimberly-Clark, Aetna and Home Depot to lead the way in restoring public and investor confidence through principles-based board leadership known as the NACD Key Agreed Principles.”

Diamond Jr. delivered the Forum’s keynote address and shared his views on the current state and future prospects of the global banking sector, the pending U.S. financial reforms and how Barclays has navigated the recent financial crisis.  Diamond sees banks playing a critical role in the private sector’s ability to drive growth and believes that it is a myth that banks don’t want regulation: “We support greater transparency in derivatives markets, but our clients (corporations, pension funds or governments) need customized derivative products for raising capital and managing risks. Funding and derivatives go hand in hand.”

Delegates at the NACD Directorship Forum also heard from Congressman Spencer Bachus (R-AL), ranking member of the House Financial Services Committee, who discussed the financial reform legislation currently in conference between the House and Senate and its implications for corporate boards.

This approach was reinforced by the panel led by Brian Breheny, deputy director for legal and regulatory policy in the division of corporate finance at the Securities and Exchange Commission along with former SEC Commissioners Paul Atkins, Annette Nazareth and Richard Roberts who discussed SEC activities, the current regulatory environment, shareholder activism and the impact on corporate governance. Opening remarks were made by former SEC Chairman Harvey Pitt.

Participants also heard perspectives from Duncan Niederauer, CEO of NYSE Euronext, who addressed the state of the financial markets, initiatives that have been taken since the global crisis and the current legislative and regulatory environment.

The NACD Directorship Forum concluded with a first-of-its-kind interactive session titled “Choose Your Crisis ” in which leading crisis experts looked at the disruptions facing global board directors at such companies as BP and Toyota. This engaging discussion will challenge world-class directors and advisors to respond to the diversity of issues involved including board/executive communications, legislative/regulatory inquiries, board/executive changes, litigation, shareholder activism and reputation management.

During the keynote address, Diamond also equated increased financial regulation with an eventual “boost” to private sector economic growth to “balance the necessary public sector action that the current economic situation requires.” He warned that government deficits need to be “tackled” by a reduction in public spending–resulting in an increase in private-sector growth. “If the private sector is to drive economic growth, it needs: access to funding; ability to manage risks; and to carry out business across borders,” Diamond said. The ever-global economy requires financial institutions to manage, not run from, risks associated with borrowing, foreign exchange rates and commodity price fluctuations. Global trade is key to an overall uptick in economic recovery. According to Diamond: “Big banks, properly managed, can have safer models and risk management than small ones.”

View the webcast of Diamond’s speech by clicking here.

No company is exempt from potential cyberattacks. The United States government is no stranger to cyber threats and Director of National Intelligence Dennis Blair believes the government’s efforts to defend the country against cyberattacks are “not strong enough.”

A breach in security can result in operational and reputational risks, as well as government regulatory sanctions if proper procedures to safeguard and protect sensitive information are not created and filed properly. Companies such as Victoria’s Secret in 2003, TJX, parent company of discount retailers TJ Maxx and Marshall’s in 2007; and in 2010, a hijack of more than 75,000 computer systems at nearly 2,500 companies in the U.S., including Google, showcased some of the most sophisticated attacks by cyber criminals to date. TJX suffered immense reputational blows after the company failed to acknowledge the severity of the problem and did not quickly communicate with customers whose personal information was stolen. The fallout from the TJX incident is a prime example of why companies need to carefully compile a plan-of-action and prevention. As the government continues to struggle, directors must take care to ensure their company has proper privacy and data security precautions in place to both protect and provide a plan of action should a cyberattack occur.

According to the Federal Cyber Security Outlook for 2010 by Lumension Security and Clarus Research Group, 69 percent of approximately 200 respondents indicated that while the overall state of their IT security improved in the past year, nearly 21 percent indicated that their companies made no changes to their level of compliance. Fifty-seven percent of respondents reported that the biggest obstacle in meeting federal compliance regulations was having the resources available (skilled personnel, bandwidth, budget). Overall, respondents were less confident in their IT security situation, with the majority voicing that that preventative measures, such as firewalls, anti-virus and anti-malware, vulnerability assessments and IT governance and risk compliance measures, should increase in the coming year.

Taking the First Step
Boards must insist that they are informed about and understand the company’s legal compliance policies and vulnerabilities, says Alan Charles Raul, a partner at international law firm Sidley Austin LLP, where he specializes in privacy and data security practices. “The board should understand the company’s important information access and exposures—whether that be consumer names in its database, employee personal information or intellectual property protection,” Raul says.

To know what precautions are necessary to safeguard valuable information, boards can recruit members with an IT background. “Boards need to have IT experts—they’re still looking at the same skill sets they did 75 years ago,” says Jody R. Westby, CEO and founder of Global Cyber Risk LLC in Washington D.C. Westby believes boards need to first reevaluate the skills they are seeking in potential board candidates, as well as receive regular reports from their IT and security departments.

Westby says only a small percentage of boards have risk committees—and often times the audit committee takes responsibility for privacy and data security issues.  Westby argues that the board should have a specific person or risk committee dedicated to ensuring that the CIO budget is adequately funded and reflected on a situation where a $15 billion company instructed their CIO to “go buy some insurance” in lieu of conducting a privacy and data security plan of action. “Boards provide oversight—but they need to have top-level people in place to make sure policies are properly vetted and reviewed,” Westby adds.

Know the Rules
There are two types of privacy statutes, according to Keith Hochheiser, an attorney at Ettelman & Hochheiser, P.C. A breach notification statute applies if a company is maintaining personally identifiable information. If it’s breached—something as simple as a stolen computer can make a company vulnerable—employees must be notified immediately. The second statute is more comprehensive; it indicates that a privacy policy must be located on your website. A firm must internally write a procedure and comply with the statute and audit it manually. “If your company is not complying, one could argue that the board has a legal obligation because they should have been aware,” says Hochheiser. “Directors could be considered liable and sued as a result.”

Directors must guide management to instill a program that will protect investors as well as themselves, adds John Fodera, a partner at Eisner LLC. “Management is responsible for compliance programs, but directors should make sure they are meeting objectives,” Fodera says. Oftentimes, a firm has operations spanning multiple of states and countries. “Boards must have an understanding of not only the state requirements, but potentially those related to operations abroad,” says Fodera. “Depending on where you are doing business, you need to comply with state or country requirements—it’s not a level playing field.”

Operational and Reputational Risks
Cyber security efforts are integral to both private corporations as well as the economy as a whole. “Cyber criminals are trying to exploit weaknesses in corporate databases—the magnitude and grave risks associated with these attacks should have boards on alert,” Raul says. “No one company can take responsibility for the overall computer networks of a country. But the government has alerted the private sector that each company has a responsibility to help protect the cyber networks on which the entire economy is built.”

The theft of intellectual property and personal information can cause irreparable damage to a company’s reputation. Hochheiser reflected on an instance where an employee left a firm, but still had access to customer information. The company discovered that the former employee was contacting customers using this personally identifiable information and the New York Attorney General came in and discovered there were no policies in place. The firm then had to reassure customers that procedures would be put in place to prevent future incidents.

“But having policies in place isn’t enough,” Hochheiser warns. He noted that another firm had a privacy policy in place, but no procedure. As a result, when a computer was stolen, the business had no way to back up its privacy policy—which resulted in fines because the attorney general viewed the firm’s policy as deceptive. “A big mistake is that companies use really aggressive policies, implying that they are nearly invincible—and aren’t able to live up to it,” Hochheiser says. “That’s a deceptive business practice and you will be fined for it.”

As long as companies have a realistic policy in place and annual audits of those policies and procedures—taking care to bring in an independent third-party consultant—courts have shown that such actions will demonstrate that your firm has made reasonable efforts to prevent and deal with a breach in security. Boards must recognize that threats to cyber security are just as detrimental, if not more so, as someone breaking into company headquarters. Competitive and sensitive information could be stolen for months or years before being discovered if the proper safeguards are not in place.

The LIUNA Pension Fund proposal asked the board to adopt CEO succession guide-lines, including developing CEO criteria, identifying potential internal candidates, installing a non-emergency CEO succession plan at least three years before an anticipated transition and producing a CEO succession report for shareholders.

While supporters of the proposal may not have won, they were successful at paving the way for future discussions. “It would not be wise for a board to ignore the expressed wishes of most of the firm’s owners,” says Jeffrey Sonnenfeld, senior associate dean and Lester Crown professor of management practice at the Yale School of Management. “Meanwhile, it would be dysfunctional for a board to declare the details of the firm’s succession plans, but they could share the outline and general progress.”

Companies that have already bypassed the vote and adopted a succession proposal include Northern Trust, Wells Fargo, American Express and Capital One. “We suspect Bank of America will move toward a vote because their responses have fallen way short of making any progress,” says Richard Metcalf, corporate affairs director of LIUNA. “But generally…discussions with companies were very positive and made headway.

“The pace of companies wanting to have a discussion and who are willing to make additional changes has accelerated,” Metcalf says. “The recognition of this [need for more transparency] by companies has grown. It’s likely to remain on the proxy if it’s not adopted or  resolved, because the SEC will not stop it.”

Southwest Airlines appointed Doug Brooks to its board of directors. Brooks is currently chairman and CEO of Brinker International. Brinker owns or franchises 1,700 restaurants across the country.

Paul Raines, COO of GameStop, was recently named to the board of directors of Advance Auto Parts. He will also serve on the board’s finance committee.

Rodney Slater has been named to the Verizon board of directors. He is a former U.S. Transportation Secretary and is currently a partner in the law firm of Patton Boggs in Washington D.C.

Linda Alvarado, a longtime member of Qwest’s board of directors, has stepped down. Alvarado, president and CEO of Denver-based Alvarado Construction, will remain on the board of the Qwest Foundation.

Metlife elected Cheryl W. Grisé as lead director to its board. Grisé succeeds William C. Steere Jr., who is retiring.  Grisé was executive vice president of Northeast Utilities, New England’s largest utility system. She also previously served as CEO of Northeast Utilities’ principal operating subsidiaries.

Billionaire investor Carl Icahn cut his stake in Yahoo, but added shares in biotechnology company Genzyme. Icahn’s stake stood at 12 million shares as of December 31, 2009, compared to 62.9 million shares at the end of September, reports Reuters. Icahn has had a contentious history with the search firm after Yahoo rejected Microsoft’s $47.5 billion offer in 2009. Icahn resigned from Yahoo’s board in  October 2009, after Yahoo signed a 10-year deal with Microsoft.

Financial Planning Standards’ board has appointed Karen Schaeffer as chairperson-elect for 2010. Schaeffer is managing member and co-founder of Schaeffer Financial. FPSB manages, develops and operates certification and education programs for financial-planning organizations around the world.

Kelyniam Global has announced that Dana McMurchy will join its board. McMurchy is the owner and president of Mobile Diagnostic Services based in Tulsa, Oklahoma.

Camber, a provider of cyber security, engineering services and technical solutions, elected Sidney E. Fuchs, president and CEO of OAO Technology Solutions, to its board. Fuchs has been president and CEO of the company since 2007 and in January 2010 led the sale of OAOT to Platinum Equity.

Howard A. Silver, former president and CEO of Equity Inns, was named to the board of directors at Education Realty Trust.

Symantec has added Stephen M. Bennett to its board of directors. Bennett is the former president and CEO of Intuit and spent 23 years in various leadership roles at General Electric. He is on the board of directors at Qualcomm and Sojern. Bennett is the chairman of the board at Nemean Networks.

John Oechsle, formerly an exencutive with Kellogg’s and Johnson & Johnson,  has joined aWhere’s board of directors.  aWhere provides location intelligence software solutions.

Piper Jaffray named Michele Volpi to its board of directors. He is CEO and president of H.B. Fuller. Piper Jaffray is a Minneapolis-based investment bank.

InterDigital has appointed Terry Clontz as chairman of the board of directors. Clontz is North American and European managing director of Singapore Technologies Telemedia.

First Business Financial Services elected Barbara H. Stephens to its board of directors. Stephens is senior vice president of human resources at Bucyrus, a manufacturer of mining equipment.

Costco has promoted Craig Jelinek to president and CEO of the company; he will also join the board of directors.

Conseco has named Charles Murphy to its board of directors. Murphy is a senior vice president and analyst at Paulson & Co.

William D. Anderson has been appointed chairman of the board at MDS, a bioresearch and analytical instrumentation company. Anderson joined the board in 2007.

John T. Casteen, the retiring president of University of Virginia, was elected to Altria’s board of directors.

Predictive Bioscience has added Kim Blickenstaff to its board of directors. Blickenstaff, currently president and CEO of Tandem Diabetes Care, was chairman, CEO and co-founder of Biosite. He has more than 30 years of experience in the   healthcare industry.

Scott Landers, senior vice president, CFO and treasurer of Monotype Imaging, has joined Bridgeline Software’s board of directors. Bridgeline develops web application management software and interactive technology solutions.

Somyos Durongkadej joined the board of directors at Neah Power Systems, a renewable energy company. Durongkadej is a professor and former NASA scientist and engineer.

CA unanimously elected William E. McCracken as CEO. McCracken previously served as executive chairman of the board and will now hold both positions. CA is an IT management software company.

QlikTech, a data analysis software company, elected John Gavin to its board of directors. Gavin is executive vice president and chief financial officer of BladeLogic and is on the board of directors for the ERP and CRM software company. He is also on the board of directors for VistaPrint, where he serves as the audit committee chairman.

CSO of Oxford BioTherapeutics, Mike Gresser, joined Trillium’s board of directors. Trillium is a biopharmaceutical company that develops immune-based biologics.

Hewitt Associates, a human resources consulting and outsourcing company, named Stacey J. Mobley to its board of directors today. Mobley is currently senior counsel at Dickstein Shapiro. He is also a director at International Paper Company, Wilmington Trust Company and Nuclear Electric Insurance.

W. Ward Carey has been elected to the board of directors for Nocopi Technologies, a company providing solutions for product counterfeiting. Carey spent 45 years on Wall Street and was chairman and chief executive officer of Tucker Anthony.

Four Corners elected Tom Foley to its board of directors. Four Corners is a holding company for subsidiaries focused on the gaming industry. Foley is President of the Foley Law Group and Vice President of Lowry Strategies.

Senior Vice President of Operations for QLogic, Perry Mulligan, joins the Microvision board of directors. Microvision develops ultra-miniature projection display products.

3PAR a utility storage company, appointed Stephen M. Smith to its board of directors. Smith is the president and CEO of Equinix.

Steven Cakebread joined the board of directors at TheLadders.com. Cakebread is the former president and CFO of Salesforce.com. TheLadders.com is an online marketplace for 100+K jobs and 100+K job seekers.

Val John Christensen was elected CEO at EnergySolutions. The appointment follows the resignation of former CEO Steve Creamer. Christensen has been president of the company since 2008.

C4 Waterman elected Bruce Raymond to its board of directors. Raymond spent 20 years as CEO of Quicksilver Garments.

Vitro named Richard Huebner to its board of directors. Huebner is senior managing partner of GVC Capital, a Denver investment bank.

Cubist Pharmaceuticals elected Leon Moulder to its board. Moulder most recently served as vice chairman of Eisai.

Jonathan Kagan joined Bitstream’s board. Kagan is a managing principal of Corporate Partners. Bitstream creates software and applications for the graphic art and mobile communications industries.

QLT named Joseph L. Turner to its board. Turner recently served as the CFO of Myogen. He will serve on the audit and risk committees.

Alamos Gold appointed Paul J. Murphey to its board. Murphey is a partner of PricewaterhouseCoopers.

John F. Crowley was elected chairman of the board at Amicus Therapeutics. Crowley is also CEO of the company.

Hutchinson Technology named Mark Augusti to its board of directors. Augusti is president of Smith & Nephew’s Biologics and Spine Global Business Unit.

Riverbed Technology appointed Mark S. Lewis to its board of directors. Lewis currently serves as president of the content management and archiving division at EMC.

Christopher Wheeler will join the board of directors at GEO. Wheeler recently retired from the Proskauer Rose law firm where he served as a member of the corporate department and was a partner for 20 years.

Ajita Rajendra will join Donaldson’s board of directors. Rajendra is executive vice president of A.O. Smith. Donaldson is a worldwide provider of filtration systems.

David Lindemann, a certified public accountant, joins United States Oil & Gas. Lindemann was president and CEO of Western American Mining. The addition is intended to improve the company’s corporate governance practices.

Linda Clement-Holmes, senior vice president, global diversity and global business services at Procter & Gamble, has been named to Cincinnati Financial’s board of directors. She has been with Procter & Gamble for 27 years.

As the economy recovers, so do those who stumbled before and during the crisis. In Andrea Redmond and Patricia Crisafulli’s Powerful Lessons from Leaders Who Endured Setbacks and Recaptured Success on Their Terms, leaders such as JPMorgan Chase’s Jamie Dimon and former Hewlett-Packard Chair Patricia Dunn, are profiled. Redmond and Crisafulli’s exhaustive research dissects each individual, chronicling the highs and lows that afflicted their characters and helped shape their careers. Former Chairman and CEO of Procter & Gamble, Durk Jager, reminds readers: “There is life after what you experience or what you have gone through. It is not necessarily apparent at that period of time.”

Mark W. Johnson’s book: Seizing the White Space: Business Model Innovation for Growth and Renewal highlights the differences between companies that failed and those that succeeded in their respective industries. He first addresses Apple CEO Steve Jobs’ attempt to “refloat the sinking ship” by wrapping “a good technology in a great business model.”

Johnson provides interesting juxtapositions: the successes and failures of companies such as Southwest and Song Airlines; the reasons why computer manufacturer Dell built a strong following for itself in a market where it didn’t start off as the best quality product; and why Amazon emerged from the dot.com bubble a success story.

Former Massachusetts Governor Mitt Romney in his second book: No Apology: The Case for American Greatness criticizes populist politics, President Obama and outlines his conservative views on everything from healthcare to foreign policy. Romney has not officially declared himself a 2012 candidate for the White House, but political pundits view the book as a platform for just that.

Romney, for example, concedes that increasing the number of insured Americans is preferable. He acknowledges that the Wall Street bailout was essential, praising former Treasury Secretary Henry Paulson. His views paint a sharp contrast to other more conservative or rogue political aspirants.

Parked at his desk at a Boston equity derivatives firm, Harry Markopolos, author of No One Would Listen: A True Financial Thriller, was given a prospectus outlining financier Bernard Madoff’s strategy and asked to replicate a similar outcome. Markopolos quickly realized that the numbers didn’t add up and launched what became a decade-long crusade to incite the SEC to take action.

According to Markopolos, the SEC should have launched investigations that concentrated on the workings of Madoff’s suspect “money management” hedge fund, not his legitimate market-making business, which resulted in only minor infractions. He says the SEC failed to recognize that Madoff’s two businesses were located on two different floors in the same building. His warnings went unheeded the SEC only learned of Madoff’s vast Ponzi scheme after his sons turned him into authorities.   While he thinks that the SEC under Chairman Mary Schapiro has improved, he cautions that investors remain largely unprotected—and he wouldn’t mind taking a crack at Schapiro’s job himself.

The rules, effective for the 2010  proxy season, require disclosure from companies’ nominating committees, ensuring that the committees consider diversity when selecting candidates for board positions. However, the rule does not define diversity, leaving it open to each company’s own interpretation.

Companies are unaware if the SEC plans to specify future diversity requirements going forward. Specific conditions to the rules related to gender and ethnicity are not expected. “It would be difficult for the SEC to go further with this diversity initiative until we see fallout after the first strike,” says Jessica Lochmann Allen, partner at Foley & Lardner. “The backlash from the corporate community would be very strong.” The SEC’s ruling highlights the fine line between overstepping into private practice and keeping a watchful eye as a regulator.

“The SEC has recognized the diversity issue, but it’s up to companies to determine the means and the mechanisms used.” – Deborah M. Soon, Catalyst

The new rules do not define what denotes a well-diversified board, but the move is seen as another step in the right direction. “The SEC is allowing corporations to really look holistically to what makes business sense,” says Deborah M. Soon, vice president of executive leadership initiatives at Catalyst. “I think the SEC was smart in taking the first step,” Soon adds. “It will allow investors to then decide if what the company reports is satisfactory.”

Highlighting diversity in the boardroom without providing specific guidelines allows companies the flexibility to reflect upon their own diversity practices. Recently, a study by Amy Dittmar, associate professor of finance at the University of Michigan’s Ross School of Business, and Kenneth Ahern, assistant professor of finance, focused on Norway’s decision to require that women occupy 40 percent of board seats at the 130 publicly listed Norwegian firms.

The study, which took place from 2001 to 2007, showed that the stock price of an average firm dropped 2.6 percent during the three days after the announcement and 5 percent for firms that had no women on their boards at the time of the February 2002 announcement. “Firms that were required to make the most drastic change to their boards also suffered the largest negative returns,” said Ahern in a statement. “…Constraining the selection of board members has a large negative impact on value.”

“Companies will fight back against any sort of quotas,” says Allen. “I’d be surprised to see any mandatory quotas in the U.S.—U.S. companies are not interested in finding candidates that fit into a mold.” Allen also notes that such mandatory policies could impede progress and such “policies might create a barrier and make interactions between directors more difficult,” suggesting that a director’s insights might not be regarded as highly if thought to occupy the seat due to company quota fulfillment requirements.

“Catalyst has already gotten requests asking what good diversity policies might be,” Soon adds. The Catalyst executive insists that many companies are aware that “independence, creativity and innovation comes from having diverse perspectives.”

The study of Norway’s public companies can be viewed as an insight into another country’s corporate culture. While practices in the U.S. and Norway are different, for example, the unions in Norway are extremely strong with numerous labor representatives on many of their public boards, the U.S. corporate culture is unlikely to adopt any strict regulations on diversity.

Still, Norway’s example holds as a modern example of some of the pitfalls of “forcing” diversity by specifying percentages. “When firms were free to choose directors before the rule, they tended to choose women that were similar to [the qualifications of] men directors,” said Dittmar said in a statement. “This is consistent with the idea that the large demand and small supply for women directors after the adoption of the 40 percent quota forced firms to choose directors that they would not have chosen otherwise.”

“The SEC has recognized the diversity issue, but it’s up to companies to determine the means and the mechanisms used,” says Soon. “The SEC has recognized that this is something that can no longer be either not talked about or shunted to the side—it has to be addressed and that’s progress.”

The SEC addresses that classified boards must continue to disclose a director’s experience, qualifications and skills that led the board to conclude that the individual is qualified to serve on the board. The grant-date fair value of an equity award must be included even if the award is forfeited during the same year it is granted. The SEC also recommended that companies disclose their compensation policies and practices as they relate to the registrant’s risk management and be presented with the registrant’s other item 402 disclosure. Any compensation paid to directors for “additional services” must be explained and boards must be prepared to provide facts to back up any proposals to increase compensation.

“People are struggling with the timing of the new rules,” says Pat Quick, a partner in law firm Foley & Lardner’s transactional and securities practice. Quick notes that the rules were first proposed in July 2009 but were not implemented until December. “You could have approached your boards and committees in July but the rules weren’t final and you didn’t know when they’d be finalized,” Quick says. The timing of the new rules leaves some boards wrestling with new compensation restrictions as well as rules for director qualifications, diversity and board structure.

Companies are also preparing for “say on pay” to be mandatory in proxy disclosures in 2011. “Directors aren’t accustomed to putting shareholder advisory votes on their proxy,” adds Linda A. Wilkins, founder and managing partner of the Law Offices of Linda A. Wilkins. “They’re trying to keep it short. Very few clients (of mine) are putting additional shareholder disclosures this year—we’re just trying to adjust.” Wilkins believes boards are looking at risk assessments already performed and are having some poignant discussions tying together any “excessive compensation practices.”

Not all directors feel the new rules are a challenge. Sam Coats, an aviation consultant and director who sits on the compensation, governance and executive committees for Texas Industries, believes boards need to embrace transparency. “I used to think having a job on the audit committee was the worst but that was before I joined a comp committee,” Coats quips. Coats says comp committees aren’t only focused on basic compensation concerns but also perquisites, such as club comps and other items that at one time were standard fare in the executive suite. “I’ve clashed with more than one CEO over the years,” says Coats. “I think pay should be 50 percent salary, 15 percent short-term performance and 35 percent long-term performance—and that long-term performance should be in line with the long-term performance of the company.”

The decision by the SEC may leave some companies attempting to “catch up,” but Quick notes that the rules highlight some key subjects, which are likely to appear during this year’s proxy season. “The SEC cannot directly affect how companies are governed. Instead, it steers people through its disclosure,” Quick says.

Goldman Sachs’ decision in December to voluntarily offer a shareholder pay vote should not be taken as a sign that other companies will follow suit. “I think other companies (not in the financial services industry) are holding back in part just to see what rules unfold,” Quick says. “The public eye had such a glare on their pay practices because they were publicly tied to the fact that it was government money—low and behold, they were using that government money to pay bonuses.”

“Even though things aren’t mandatory (yet),” says Coats. “I think you will see boards being proactive. I think it’s going to be very important to articulate the comp philosophy of the company that we will go to great lengths to do that.” Coats emphasized that most boards are already sensitive to how their interests are aligned with those of long-term shareholders.

“More and more shareholders are going to insist that companies don’t have that entitlement mentality,” Coats says. Having a voice in the boardroom that reverberates into the C-suite and challenges CEOs to recognize the difference between shareholder groups will result in comp practices that are more aligned with shareholder expectations.

Brian Moynihan’s appointment  after a search process covered almost daily by the press, raised speculation about how the board reached its    decision. “There were [board members] who could have stepped in and become interim CEO,” opines Behan.

Gregory Carrott, a partner at Cavoure, a Chicago-based executive recruitment firm, says boards’ choices may be limited as a result of the search firm: “The board chose Russell Reynolds for the search—they probably have the largest pool of potential candidates than any of the other search firms.” Depending on its clientele, certain candidates may have been off limits, he says.

“I think BofA was shooting to get an experienced CEO,” says James J. Drury, chairman and CEO of James Drury Partners. “You’ve got x number of clients available…and their decision    depends on how many clients are ‘reserved’ by other firms.”

While the selection process may not have portrayed the company in the best light, choosing a BofA insider has its advantages. Moynihan first joined the bank when it acquired Boston’s Fleet Bank in 2004. “He’s ‘inside’ with some ‘outside’ perspective,” says Behan.

“Leaving a legacy, making a real difference—that seems to be lost,” reflects Carrott. “You’ve got one of the world’s largest banks [to lead]; if you do a good enough job, you’re going to be remembered in business schools for years. How many bankers ever get that chance?”

“It’s a great step for Pfizer; more and more companies are being proactive [about communicating with shareholders],” says Darren Check, partner at Barroway Topaz, a shareholder class-   action firm. Pfizer has held informal sit-downs with shareholders for the past few years. “It has to do with the attitude at the top of the company,” notes Check. “What’s key is having the right CEO who has an attitude that shareholders are the owners of these companies and they should have a platform to be heard.”

Pfizer isn’t alone.  Aflac, Occidental, Bristol-Meyers Squibb, and Microsoft have all taken similar steps to lend shareholders a voice regarding executive compensation. “I believe that soon, smaller companies will begin to make similar changes,” predicts Robert E. McGarrah Jr., counsel of the AFL-CIO Office of Investment.

The House Financial Services Committee recently approved the Private Fund Investment Advisers Registration Act of 2009, a bill that would require investment advisers of hedge funds, private-equity funds, and other private pools of capital to register with the Securities and Exchange Commission. The bill is part of larger financial regulatory reform legislation, which seeks to curb excessive executive pay practices.

McGarrah reflected on a recent meeting involving a Fortune 100 company that is taking a ‘wait and see’ approach. “A com-pany can take its chances that Congress isn’t going to mandate anything, or it can step up to the plate and recognize that this [shareholder advisory voting] makes sense and is a mainstream     issue,” says McGarrah. “We are strongly in favor of Pfizer’s decision—but we’d like to see them [and other companies] take it further and introduce an annual vote.”          

The nearly 60-minute question-and-answer session conducted by Jeffrey M. Cunningham, chairman, CEO, and editorial director of Directorship, began with Blankfein clarifying how Goldman was able to tread the turbulent waters during the fall of Wall Street: “We didn’t delegate risk assessment to ratings agencies…[companies need to] mark your positions to market so when things start dropping–you’re aware early.” Blankfein noted that everyone on all sides of the issue managed to “miss the signs.”

“If you would have asked me at the beginning of 2006/2007 that mortgage rates would go down,” Blankfein acknowledged. “I had no idea.”

Even in the most ideal circumstances, risk is always a factor. “You can take away all risk but you’ll really curtail growth,” he said. “In a risk-oriented world, where there’s so many cross-currents. I never want to build in a threshold…for fear that people will stop telling me [what's on their minds].”

On Goldman’s revered corporate culture which emphasizes partnership over hierarchy, Blankfein said he relies daily on the talent of Goldman’s management and board: “I think of my subordinates as such on the letterhead but…[it's a] partnership.

“We have a pretty flat organization–I don’t have to invite people into my office–they feel like they have the right–I’ll get suggestions from everybody on the organization chart.”

Goldman plans to continue to expand globally and when asked how Goldman integrated into places such as China, he stressed the importance of being open to the world. “There’s no doubt [there is a] different texture…look at what they’ve [China] accomplished…dealing with social forces at work…[they had to] to bring them [people] into the city just to feed them–that’s very different than what would be needed here [in the U.S.].”

When asked how he felt about the separation of CEO and chair positions, Blankfein noted that having an independent lead director helped him immensely, as that position takes on some of the chair role. He emphasized that he has a strong relationship with all members of the board, noting that: “If I’m looking for a particular locus point of a problem–the lead director tells me.”

When asked by a conference attendee how he and others could have missed such an enormous downfall in the economy, Blankfein referred to points he made earlier, emphasizing that it was missed across the board on Wall Street. He added that he would have loved to have known what was to come but added, “In three years time, I’ll know exactly what I should have done today.”

To view a webcast of the Directorship interview with Blankfein, click HERE.

Feinberg stressed that his role is “limited,” and that “Congress should not invite me to expand my juristiction.” Instead of focusing on the actual dollar amounts on the docket, Feinberg stressed the need to focus on the nature of the conditions imposed on pay practices. For example, base pay–there should be “no guarantees, no retention…” Instead, Feinberg emphasized the need to salarize stock–impose long-term stock, to prevent executives from selling off their shares prematurely.

“I do not claim to have the silver bullet [and] I appear to have sufficiently alienated both Main Street and Wall Street, [but] there hasn’t been one appeal,” he added, noting that since he took his post, there has not been an exodus by the C-suite from TARP-recipient companies

The Boston Club, an organization of professional women, found that 60 women have top-level positions in the 100 largest public companies in Massachusetts, a decline of about 27 percent from a high of 82 in 2007. This is the second year in a row the numbers of female executives have declined in the state. Women now make up only 8.6 percent of all executive officers.

Companies which reported no women directors and no women executive officers:
Altra Holdings
American Dental Partners
Atlantic Tele-Network
Beacon Roofing Supply
The Boston Beer Company
Brooks Automation
Cognex
Dynamics Research
Global Partners
Hospitality Properties Trust
HRPT Properties Trust
iBasis
IPC Photonics
The L.S. Starrett Co.
Mercury Computer Systems
National Dentex
Netscot Systems
Network Engines
Parametric Technology
Pegasystems
Phase Forward
Progress Software
Safety Insurance Group
Senior Housing Properties Trust
Skyworks Solutions
Sonus Networks
Steinway Musical Instruments
Varian Semiconductor Equipment
Vicor
Watts Water Technologies

Some key findings included:

• The percentage of women holding board positions in the 100 largest public companies in Massachusetts has remained static in recent years. From 2007 to 2009, this percentage has hovered between 11 and 11.5 percent, while the total number of seats filled by women directors has ranged between 92 and 96.

• Thirty-eight percent of the Census companies continue to have no women on their boards.

• Three of the Census companies with no women on their boards added additional male directors this year.

• The number and the percentage of women and executive officers in the 100 largest Massachusetts public companies are at their lowest points since the Census began in 2003. In 2009, only 8.6 percent of all executive officers in these companies are women.

• In 2009, the number of companies with no women executive officers reached a record high of 56 percent since the Census began in 2003. This is an increase from 47 companies just two years ago.

• The number of companies with two or more women executive officers fell from 19 to 12 between 2007 and 2009.

• Only 23 companies in the 2009 Census have at least one woman among their most highly compensated executives, setting another record low.

• The percentage of executive officers who are women of color fell from 0.7 percent to 0.3 percent in the part year.

• Thirty of the 100 largest Massachusetts public companies have no women in either their boardroom or their executive suite, a significant increase from 23 companies two years ago.

Recently, the SEC formed the Investor Advisory Committee (IAC) to address how environmental, climate change, and sustainability issues should be addressed from a regulatory standpoint. Headed by SEC Commissioner Luis A. Aguilar, the IAC provides the SEC with investors’ viewpoints on regulatory and disclosure issues. Current SEC regulations require companies to disclose any information pertaining to how their operations might cause harm to the environment. In order to accurately estimate the amount of environmental damage a company’s operations might have on the environment, firms must invest both manpower and financial capital to fund extensive research projects. For most companies, providing such figures is difficult and often significantly underestimates the true toll a corporation’s operations will have on the environment.

“It’s the board’s responsibility to oversee what the company is doing—it’s a growing trend for companies to have a structure to deal with [environmental disclosure].” – Timothy Smith, vice president of Walden Asset Management

More companies are designating specific committees for environmental issues to help inform the board of potential problems. “It’s the board’s responsibility to oversee what the company is doing—it’s a growing trend for companies to have a structure to deal with [environmental disclosure],” says Timothy Smith, vice president of the environmental, social, and governance group at Walden Asset Management. “The pressure is growing globally, and boards need to be both aware of the trend and ensure their company is being responsive.” Investors are pushing companies to reveal how they assess risk so that they can better evaluate their own ventures, putting additional pressure on directors. “It’s like walking a tightrope,” says Smith.

Ultimately, boards need to ask their audit committees or environmental committees more questions, including requesting forecasts and inquiring as to how the company’s operations will impact the environment—but there are risks. “It can be difficult to file financial disclosures because of the time and effort needed to provide auditable estimates of what needs to be disclosed,” notes Gayle Koch, principal at The Brattle Group, which provides environmental policy and litigation consulting to corporate boards and management teams. Koch believes that there will be more enforcement from the SEC under the Obama administration, leading to more research and, ultimately, more transparency. “The SEC needs to provide more guidance, giving companies a consistent process, or companies can use voluntary consensus standards, such as the ASTM International Standards on cost estimation and disclosure.”

Once directors have forecast trend information, they are under an obligation to report it if it is material. “Do you risk Sarbanes-Oxley, SEC enforcement, or investor action?” asks Koch. “Some companies don’t ask so they don’t have to report them and that needs to change.” Drawing from her own experience as a consultant, Koch said a firm she worked with was reluctant to provide an estimate report that would be open to investor scrutiny. “They could afford it, but they would only consider [submitting an environmental disclosure report] as long as it didn’t hurt their bottom line for that quarter.” Koch notes that despite the board’s concerns, she believes companies that report their forecast trend information do not suffer a lower stock price.

Ceres, a national network of investors, environmental organizations, and other public interest groups, ignited the process to seek greater environmental disclosure and played a large part in the SEC’s decision to form their advisory group. “[Ceres] really spearheaded efforts to look at the laws to make sure [companies] are doing what they should,” notes Betty Huber, counsel at Davis Polk & Wardwell. Today, companies often refer to Ceres’ global reporting initiative (GRI), which provides customizable guidelines that serve as a template for companies to disclose their environmental support efforts.

Today, boards and management teams are realizing that they can appropriate environmental disclosure to boost their bottom line. Andrew L. Shapiro, founder and president of GreenOrder, a strategy and management consulting firm specializing in sustainable business, perceives a general shift in attitude in the business world regarding environmental sustainability efforts. “Sustainability is going to be a source of competitive advantage,” says Shapiro. “Directors need to ask themselves, ‘Where do the opportunities lie?’ not just, ‘How do I avoid problems?’”

In many cases, directors are unaware of how their competitors are approaching environmental disclosure. “Bring in some outside experts to bring up general trends or top five concerns in their company’s industry affecting environmental issues; let management and the board hear the buzz because they will definitely get interested,” insists Ivy Wafford Duke, deputy general counsel and chief compliance officer at Calvert Group. Boards that actively monitor how their company is affecting climate change, or what kind of carbon footprint their operations are imposing, can use this knowledge to propel business and improve their public image.

“Education—boards need to see it more often, hear it more often, and they should communicate with management.” – Ivy Wafford Duke, general counsel and COO at Calvert Group

Some companies are making efforts to provide more information now, not later. “There’s a great variability among companies,” says Koch. “There are some good actors trying to get good estimates, but you have to consider what is disclosed compared to what is being held back because of attorney-client privilege; either focusing on reporting only the ‘known minimum’ or a ‘don’t ask, don’t tell’ approach.” Companies are often reluctant to produce reports that may expose sensitive information to competitors.

Audit committees are advised to engage their colleagues in charge of environmental affairs and corporate responsibility, by conducting meetings and having conversations to become better educated. “Education—boards need to see it more often, hear it more often, and they should communicate with management,” adds Duke.

Boards that recognize the need to address environmental concerns will find themselves appeasing investor concerns, meeting legal requirements, and improving their overall image. “It’s quite likely that disclosure will come as the legislation landscape develops,” says Shapiro. “Boards are finding that all aspects of their business can benefit from awareness, from the final product they produce, to their supply chains, which often times span multiple countries.”

Shapiro adds that proactive boards that promote environmental awareness can reap the fiscal rewards of an earth-friendly reputation from their consumers. “Acquiring a compliance mindset could lead to an opportunistic mindset—resulting in getting brand loyalty,” he says.

Many global firms are already disclosing their environmental impact. Wal-Mart, PepsiCo, Coca-Cola, Intel, HP, and even Ford Motor Company, recognize that their impact on the environment is not mutually exclusive to their bottom lines. Says Smith: “The winds are all blowing in the right direction—boards need to be aware of the trend, see how their company is being responsive, and create meaningful oversight.”

Target is  the latest company to agree to reduce directors’ term limits to one year. The move follows a heated proxy battle with activist investor William Ackman’s Pershing Square Capital Management, which ended during the company’s annual meeting in May when Ackman’s attempt to capture five director seats was unsuccessful. “I think the change in term limits is a result of Ackman’s proxy fight,” says Ken Squire, founder and president of 13D Monitor, a research and advisory service specializing in shareholder activism.

Governance experts say it’s not uncommon for companies to revamp governance practices after activist investors attempt to take over board seats. “The timing might seem atypical,” says Patrick McGurn of RiskMetrics. “But it’s not unusual to see companies make over their governance practices after they go through a proxy fight.”

Yet Target’s recent decision is not expected to touch off an increase in the trend toward eliminating staggered board terms. “Companies aren’t going to unilaterally make this decision,” says Squire. “I think Target did this for [its] shareholders because shareholders pushed for it.” Target’s high approval rating from investors, who re-elected Target’s entire slate, provided a stable foundation for the company’s decision.

Switching to a yearly director election can make takeovers easier. And, with the change in how broker votes will be cast and the potential for proxy access to become a reality, more directors could find themselves at risk of losing their board seats. Timothy Smith of Walden Asset Management cautions that while the term limit may ignite concern, companies with yearly term limits often hold elections without incident. “Directors could argue that yearly elections make them vulnerable, but you can’t receive 51 percent of the vote against you unless you’re doing a really bad job.”

Kevin Martin joined Xtera Communication’s board. Martin served as chairman of the U.S. Federal Communications Commission from 2005 to 2009.

Cisco appointed Arun Sarin to its board. Arun previously served as CEO of Vodafone Group. Sarin also served on Cisco’s board from 1998-2003. He currently sits on the board of Safeway.

William C. Kunkler, executive vice president of CC Industries, was elected to Sears Holdings’ board. Kunkler also sits on the boards of Envestnet Asset Management, a financial services company, and NIBCO, a manufacturer of valves and fittings.

Roger D. Williams, former president of Bob Evans Farms, has been elected to the board at LecereTM, a developer of restaurant-management tools.

Coldwater Creek’s co-founder Dennis Pence will replace Daniel Griesemer, who has stepped down from his role as CEO after two years.

Iron Mountain named Per-Kristian Halvorsen, senior vice president and chief  innovation officer at  Intuit, to its board, bringing the number of directors of the company from nine to ten.

MSCI, a global provider of investment decision support tools, named Catherine R. Kinney to its board. Kinney retired from NYSE Euronext in March 2009 after 35 years in a variety of managerial positions with the company.

Richard Markee has been appointed CEO of Vitamin Shoppe. Markee has served as non-executive chairman of the board since 2007. He previously served as president of Babies “R” Us.

Shutterfly elected Brian Swette to its board. Swette, former chief operating officer at eBay, serves as non-executive chairman of Burger King and on several other boards.

David Ebersman, CFO of Facebook, has been appointed to Ironwood Pharmaceutical’s board. Ebersman previously was with Genentech from 1994-2009.

Bringing a wide range of experience from positions at DuPont Chemicals, UniRoyal, Applied Digital Solutions, and The Bay Group, Garrett Sullivan was recently named to EGPI Firecreek’s board. He is also the past president of Granada Hospital Group.

Steven Holtzman has joined Satori Pharmaceutical’s board. Holtzman is CEO and co-founder of Infinity Pharmaceuticals.

Premera Blue Cross elected Robert C. Wallace to its board. Wallace is CEO of Wallace Properties, a full-service commercial real estate company.

ZAGG, a publicly traded mobile and electronics company, has elected Ed Ekstrom to its board. Ekstrom is a founding partner of vSpringCapital. Prior to his work at vSpringCapital, he served as vice president of Intel Communications Products Group.

Fiona Dias, executive vice president, partner strategy and marketing for GSI Commerce, has been appointed to Advance Auto Parts’ board.

American Shared Hospital Services elected Ray Stachowiak to its board. Stachowiak is founder, president, and CEO of Shared Imaging, a provider of fixed-site and mobile magnetic resonance imaging systems.

UTi Worldwide has appointed Donald W. Slager to its board. Slager, who is CEO of Republic Services, will join the company’s compensation, nominations and corporate governance committees, and the recently established risk committee. UTi Worldwide is an international non-asset-based supply chain company that provides air and ocean freight forwarding.

MGM Mirage named Joseph H. Sugerman to its board. Sugerman is an otolaryngologist and an attending physician at Cedars-Sinai Medical Center in California.

Timothy R. Franson was elected to Myriad Pharmaceutical’s board. Franson was with Eli Lilly for more than 20 years and most recently served as vice president of global regulatory affairs.

BJ’s Restaurants appointed William L. Hyde to its board. Hyde is a 35-year veteran of the national restaurant business and has managed both private and publicly held restaurant companies during his career.

North Arrow Minerals appointed Blair Murdoch to its board, increasing the number of directors to five. Murdoch is chairman of Option-NFA.

Walter Energy has named Victor Patrick CEO. Patrick most recently served as vice chairman, CFO, and general counsel. George Richmond, formerly CEO of the company’s Jim Walter Resources subsidiary, has been named president and chief operating office of Walter Energy. Richmond has been with the company since 1978.

Acucela has appointed Glen Y. Sato to its board. Sato is a partner in the life sciences and corporate practice groups of law firm Cooley Godward Kronish LLP. Acucela is a clinical-stage biotechnology company that focuses on developing new treatments for blinding eye diseases.

Marc N. Casper has been appointed president, CEO, and a director of Thermo Fisher Scientific. Casper has been with the company in a variety of senior management capacities since 2001, most recently as executive vice president and COO. He succeeds Marijn E. Dekkers, who resigned to become CEO of Bayer AG, based in Germany.

Richard M. Smith, president and COO of BioScrip, has been named to the company’s board.

BackOffice Associates elected David Peterschmidt to its board. Peterschmidt was most recently CEO of Openwave Systems. He also serves on the boards of Savvis and LimeLight Networks.

Innospec, an international specialty chemicals company, has appointed Robert I. Paller to its board. He will serve on the nominating and governance commitee. Paller is currently of counsel to the law firm of Smith, Gambrell & Russell.

Among Equilar’s findings:

• In 2008, CEOs at Fortune 100 companies received $348,101 in total other compensation compared to $356,175 in 2007.

• Use of the corporate aircraft by Fortune 100 CEOs rose by 28.9 percent from 2007 to 2008, increasing from $109,743 to $141,477.

• In 2008, 74 percent of Fortune 100 companies reported an increase in pension benefits for their CEO–$10.7 million in 2008 compared to $10.3 million in 2007.

• Median value of nonqualified deferred compensation plan balanced fell from approximately $4.8 million in 2007 to $3.6 million in 2008.

• In 2007, 21.1 percent of Fortune 100 companies reported eliminated perquisites, compared to 29.2 percent in 2008.

In 2009, public backlash led to the decline of many of these perquisites. David Sasaki, associate research manager at Equilar notes that overall perquisites began to decline after the big three automakers used corporate planes to travel to Washington while requesting a taxpayer-funded bailout. “The area that has seen the most scrutiny is tax gross-up payments on perquisites, where companies pay for the taxes incurred from the receipt of a benefit such as personal aircraft usage,” adds Sasaki. “At least 11 Fortune 100 firms have cut this benefit and there are likely more since the data for this report was gathered.”

With new Securities and Exchange Commission disclosure rules in effect for three years, it is now possible to compare data from fiscal years 2007 and 2008. In 2008, 29.2 percent of Fortune 100 companies reported the elimination of certain perquisite programs. These cuts either occurred during 2008 or will occur in the upcoming 2009 fiscal year. According to Equilar, among companies eliminating executive perquisites in 2008 and 2009, tax reimbursements, financial planning, and personal use of corporate aircraft were discontinued most frequently.