New issues and old confront our 2016 directors to watch.

Author:Chase, Scott
Position:DIRECTORS TO WATCH
 
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Recurring themes for today's board members include enhanced expertise in executive compensation and CEO and board succession planning and heightened attention to the board's existing skill set and future requirements. 'Corporate directors must excel at both the sprint and the marathon' Edited by Scott Chase

As the Directors & Boards team put the finishing touches on this year's class of Directors to Watch, a mid-July headline from Smithsonian.com caught our collective eye: "It's Easy to Forget that Just Fifty Years Ago, Equality for Women Was a Strange Concept." The subhead, "The 50th anniversary of the National Organization of Women is at hand and it's still personal--and political," in many ways sums up the challenges facing women on boards as they strive to reflect the broader society in which they operate while bringing diversity, definable value, and insight to the boardroom.

For the 20 women directors profiled in the following pages, nearly every day brings a new facet to the execution of effective director service and governance best practices. We changed Directors to Watch 2016 a bit for this, our 40th anniversary year--shortening professional profiles while asking our respondents to weigh in on what drives their passion to serve and what it takes to be a public company director these days.

Responses included relatively new issues, including accelerated change and marketplace disruption, however derived, across all sectors; the advent of technological shifts such as artificial intelligence and widespread introduction of robotics; and a growing sense of the requirement for directors to educate themselves on the core threats and opportunities resident in the companies they guide and the worlds they traverse.

Enhanced expertise in executive compensation, CEO and board succession planning, and attention to the board's existing skill set and future requirements, made up part of the list of recurring themes for today's Directors to Watch.

In the category of evolving concerns for directors and boards, the relentless pressure of cybersecurity was joined by ever-changing regulatory and legal requirements defining director service and the creeping realization that the deep pool of talented Baby Boomer executive men and women of all backgrounds is slowly being supplanted by a younger but smaller generation of future board leaders and CEOs who will bring new ideas and approaches to director service while possibly limiting the numbers and choices available to nominating committees and the C-suite.

Statistics continue to illustrate the incremental increase in gender diversity on boards, too slow for some and maybe too fast for others. For the 2016 class of Directors to Watch, going beyond "seeing around corners" is integral to their shared vision of what it means to be effective 21st century board and business leaders.

Sandra E. Peterson

Group Worldwide Chairman, Johnson & Johnson Director, Microsoft Corp.

Sandra (Sandi) E. Peterson is playing a leading role in transforming the world's largest health care company. She is responsible for Johnson & Johnson's global operating infrastructure and consumer-facing businesses that generate over $20 billion in revenue and include iconic brands such as Johnson's Baby, Neutrogena, Listerine, Tylenol, Clean & Clear, Acuvue, OneTouch and Band-Aid. She is leading key enterprise initiatives to spur innovation and accelerate growth, and is driving J&J's efforts to transform health care using technology and design-thinking to create breakthrough solutions for patients, consumers and providers.

Sandi is a board member of Microsoft, and was formerly on the board of directors of Dun & Bradstreet Corp., where she chaired the innovation and technology committee. She was a founding member of WomenCorporateDirectors, and is a member of Women's Forum and C200. Sandi has been named to Fortune magazine's list of The Most Powerful Women three times. She holds a B.A. from Cornell University and an M.P.A. from Princeton University.

Supporting a Transformation Agenda: "In today's world, the most enduring companies will be those that continuously reinvent them selves. Economic conditions, competitive environments and markets evolve rapidly, and technological disruption is rendering established business models irrelevant and ineffective in many industries. It's critical for directors to embrace their role as partners and advisors to leadership in setting the strategic--and often the transformation --agenda. Their diverse experiences provide valuable input and perspective when transformation is required. Directors are responsible for ensuring that the company asks the tough questions, looks around corners, and has the capabilities, talent and culture required to successfully execute its reinvention. Compensation committees must ensure that incentives are aligned to reward the behaviors and achievement of milestones to effect business model and cultural change."

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Grace Lieblein

Director, Honeywell International Inc., Southwest Airlines Co.

Grace Lieblein has over 20 years of experience in senior executive positions in the automotive industry. She retired as vice president of Global Quality for General Motors in 2015 after a career that spanned 37 years. Among the highlights, she was chief engineer for the very successful mid-size crossover vehicles that include the award-winning Buick Enclave. She was the first woman to be named as president and managing director of GM Mexico, and from there she became president and managing director of GM Brazil. Prior to her Quality position, she was vice president of Global Purchasing and Supply Chain for the company.

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Lieblein has been a director on the board of Honeywell since 2012, and has served on several nonprofit boards as well. She joined the board of Southwest Airlines in January 2016.

She has been recognized numerous times for her business and technical achievements, including the Michigan Women's Foundation 2015 Women of Achievement and Courage award, the 2014 Engineer of the Year by Great Minds in STEM, and 2013 Fortune magazine's 10 Most Powerful Women in Automotive.

Balancing Act: "A top issue facing board members today is the need to balance the views and perspectives of large institutional shareholders and organizations with the specific needs of the corporations on whose boards they serve. Dodd-Frank reforms and increased participation of large institutional investors add a new dimension to what board members must consider as part of their oversight and policy-setting responsibilities. Incorporating shareholder views into board-level decision making in a way that contributes to long-term value creation for shareholders and other constituencies is a delicate balancing act. It requires board members to have a deep understanding of the needs of the corporation and a finely tuned ear to emerging trends in corporate governance."

Eileen Kamerick

Director, Associated Banc-Corp, Legg Mason Closed End Mutual Funds, Westell Technologies Inc.

Eileen Kamerick is known as a strategic and collaborative executive who drives profitable growth and enhances shareholder value. She is a leader in finance and corporate governance, an SEC Audit Committee Financial Expert, and an adjunct professor at leading law schools. She holds an MBA, with honors, in Finance and International Business and a JD from The University of Chicago. She serves as audit chair at Legg Mason Closed End Mutual Funds and Westell Technologies. She chairs the nominating and governance committee at Associated Banc-Corp. She is an NACD Board Leadership Fellow.

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Kamerick served as CFO for major global corporations including Leo Burnett, Heidrick & Struggles International, Houlihan Lokey, and BP Amoco Americas. She also chaired several of those corporations' foundations. She has spoken on corporate governance to numerous national organizations and law schools.

She serves as vice chairman of Eckerd Kids, a national child welfare charity, and is on the boards of Cristo Rey's Tampa Bay High School and Christ the King High School in Chicago. She is profiled in The Board Game: How Smart Women Become Corporate Directors (Angel City Press, 2013). She is a member of the Chicago Network, the Economic Club of Chicago, and the Chicago Finance Exchange.

Balancing Three Critical Areas: "The three critical areas that boards must focus on to fulfill their duty to shareholders are strategy, performance management, and succession planning. The board needs to balance these responsibilities with...

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