Nom/Gov Committee Best Practices | Women in the Boardroom

Live Webinar

Nom/Gov Committee Best Practices

The Nominating & Governance (Nom/Gov) Committee is an important part of a board’s activities, as it is typically responsible for board composition, as well as ensuring that the board and its committees fulfill their duties under the company’s bylaws and committee charters, as well as applicable law and regulation.  Our panel of experts will discuss Nom/Gov Committee Best Practices, and how they contribute to effective board governance.

Speakers

Howard Brod Brownstein, Mary Beth Vitale, D’Anne Hurd, Colleen Birdnow Brown

Date & Time

November 17, 2020
12:00 PM ET

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About the Speakers

Howard Brod Brownstein

President of Brownstein Corporation

Howard Brod Brownstein, CTP, is a nationally-known turnaround and restructuring professional, and regularly provides programs for Women in the Boardroom. He is President of Brownstein Corporation, which provides turnaround management and advisory services, as well as investment banking, fiduciary services, litigation consulting, investigations and valuation services. He regularly serves on the boards of directors of public and private companies, and currently serves on the boards of: P&F Industries (Nasdaq: PFIN) where he chairs the Nominating/Governance and Strategic Planning & Risk Assessment Committees, Renew Financial, where he serves as chair of the Risk Committee, and Merakey, a nonprofit with over 10,000 employees. He is a Certified Turnaround Professional, and also an NACD Board Leadership Fellow and Immediate Past President and Board Chair of the NACD Philadelphia Chapter. He has authored ninety articles and textbook chapters, is a Contributing Editor at two publications, and is a regular guest-lecturer at Harvard Business School, Wharton, NYU and elsewhere. He received JD and MBA degrees at Harvard, and B.S. (Wharton) and B.A. degrees from the University of Pennsylvania.

Mary Beth Vitale

CEO and Principal for Pellera, LLC

Mary Beth Vitale is CEO and Principal for Pellera, LLC., a consulting firm that provides board training in cyber security and governance education to public, private and large not for profit firms. 

Ms. Vitale currently serves on Luna Innovations (NASDAQ: LUNA) and Pareteum (TEUM) board of directors as well as GEHA, a 501C9 VEBA association board. She also served on the board Co Biz Financial, a $3.8 Billion publicly traded financial that was sold in 2018. She was Chair of Nominating and Governance and Risk and Audit committee. She also served on the executive committee for CoBiz Financial when the company was sold. At Luna, she serves as a member of the Audit and Nominating

and Governance committees. At Pareteum, she is the interim Chair of the board and Chair of the Nominating and Governance committee. She is also a member of Audit, Compensation and Strategy committees. Luna is a global fiber options testing and measurement company serving government and commercial clients. Pareteum is a global cloud-based platform software company. GEHA,Inc. is a self-insured not-for profit that is the number two provider of health and dental insurance to federal government employees, retirees and their families. She chairs the Risk and Technology Committee and serves on the executive committee. As an active member of NACD, Ms. Vitale served on the founding board of the NACD Colorado Chapter as Marketing chair, Treasurer, President and Chairman of the board.

She is a frequent speaker, moderator and author for NACD at national and regional conferences, their webinars as well as Bank Director Magazine conferences and NYSE’s symposiums. She was recognized by Boards and Director magazine as a Director to Watch in 2017. She has the designation of being a NACD Leadership Fellow, a Qualified SEC Financial Expert as well as achieving the Board Cyber Security Oversight certificate.

Prior to her current board and business activities, Ms. Vitale was a CEO and general management executive with 25 years increasingly responsible and visible positions in telecommunications, technology and consumer products industries. She was CEO of Westwind Media, a streaming media company during the dot com era where she successfully raised private equity capital. She also was President and COO for publicly traded Rocky Mountain Internet, an Internet Service Provider where she completed 22

acquisitions in 18 months and sold the company to EarthLink. She was a corporate officer for AT&T and President for their Western Region for local services entry where she successfully testified in Congress for the optimum rules for opening the local markets. She was also VP of Marketing for US West Communications, VP of Sales for Adolph Coors Company and National Sales Manager for Carnation Food Services.

Ms. Vitale has an Advanced Management certificate from the Wharton School at the University of Pennsylvania, a Master’s of Science degree from the University of Colorado and a Bachelor of Arts degree from Hillsdale College.

D’Anne Hurd

Independent Board Member, Audit Committee Chair for Martin Engineering

D’Anne Hurd is an SEC “qualified financial expert” and sustainability/ESG (environmental, social responsibility and governance) authority, who brings to her board assignments hands-on experience as a senior financial management executive at two Fortune 100 companies. She has served on the boards of four public companies—including as lead independent director—and six private company boards across retail, medical devices, cloud-based SaaS, technology, pharma/biotech, financial services, telecommunications, and manufacturing industries.

In addition, Ms. Hurd serves as a Senior Faculty member of the National Association of Corporate Directors (NACD) In-Boardroom Services practice. She has delivered more than 40 in-boardroom presentations and working sessions, advising directors of major corporations on strategy development, board evaluations, board/management roles, CEO and board succession planning, risk analysis and mitigation, and crisis management. She also has delivered the NACD’s Director Professionalism Program and its Advanced Director Professionalism Program to 60-plus participants seven times annually, and is a frequent speaker at NACD events, symposia and its Global Board Leaders’ Summit.

Among her public company board positions, Ms. Hurd has served since 2015 as an independent trustee and audit committee member for PAX World Funds/PAX Ellevate Fund (MYTF: PXWEX), a leading sustainable investment mutual fund family integrating ESG measures. For Micronetics, Inc. (NASDAQ: NOIZ), a designer of microwave test equipment, she served as lead independent director, chair of the nominating and governance committee, and member of the audit and compensation committees (2006-2012). From 1993-2012 for Data Translation, Inc. (OTC: DATX), a USB and Ethernet solutions provider for the test and measurement market, she served as chair of the audit, compensation and nominating/governance committees.  For Vasoactive Pharmaceuticals, Inc. (NASDAQ: VAPH), she served as chair of the audit and governance committees and member of the compensation committee (2004-2010).

Among her private company board positions, in 2018, Ms. Hurd joined the newly-formed board of EILEEN FISHER, Inc., as its first independent director, after consulting to the company’s founder on how to structure and form its first board of directors. As chair of the governance committee, she is helping the board instill best practices that reflect the company’s strong values and unique culture. Most recently, Ms. Hurd joined the board of Martin Engineering Company and is helping this rapidly-growing global family business move to the next generation of products in terms of strategy and Innovation. She serves as the audit committee chair for the newly- formed audit committee of Martin.  Ms. Hurd has served as chair of the audit and member of the nominating/governance committees since 2013 for Peckham Industries, a fourth-generation, family-owned road and bridge construction materials company. From 2011-2014, she served as lead independent director and audit and compensation committee member for Hiperos, LLC, a cloud-based SaaS company providing software-driven supply chain risk management ensuring vendor regulatory compliance for multiple Fortune 500 clients. For Monzite Corporation, a defense and aerospace contract manufacturer, she served as independent, non-executive chairman of the board (full equity partner) from 2013 to 2018. And, from 2012-2017, she served on the business advisory board of Myomo, Inc. (NYSE: MYO), an MIT-born medical technology developer of myoelectric self-powered braces that restore limb mobility. (Myomo went public through a crowd-funded raise under Regulation A+ rules and is listed on the NYSE.)

Colleen Birdnow Brown

Former CEO Fisher Communications (FSCI)

Colleen Brown has an outstanding track record as a media and technology CEO and extensive experience as a corporate director. She is an international speaker on disruption and technology.

NACD has named her a Top 100 Director in the US and as NACD Director of the Year for the PNW. Corporate Director Magazine lists her as a Top 10 Corporate Director you should know. Seattle

Business Journal named her the “Outstanding CEO” for her work at Fisher. Board service includes: True Blue, Inc (TBI), chair of the Innovation and Technology Committee and member of the Nominating & Governance and Compensation Committees. Spark Networks (LOV), chair of the Audit Committee, Big5 Sporting Goods (BGFV), member of the Audit Committee. Brown served as chairperson of American Apparel (APP) after a restructuring of the board. She previously served on the boards of DataSphere Technologies, BECU (Boeing Employee Credit Union),

CareerBuilder.com, ClassifiedVentures.com (Cars.com) and the Young Americans Bank. After the successful sale of Fisher, Brown was selected as the “Manager of the Year” and inducted into the coveted GAMCO Management Hall of Fame for delivering outstanding shareholder value.

Brown has served in the C-Suite of Belo Corp (BCI), president of broadcasting at Lee Enterprises (LEE), and as a president at Gannett (GCI). She began her career in finance and digital technology. Brown founded and continues to advise a number of companies that have made it onto the respected Inc 5000 fastest growing companies list. She is a Henry Crown Fellow and a member of the Aspen Leadership Institute.

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