What are some developing issues your business thinks board directors should be prepared for?

• If non-competes are not allowed per the proposed Federal Trade. Commission rules, boards will need to consider how executive-compensation arrangements will need to change, specifically where there are employment agreements in place with noncompete provisions.
• Companies should get a head start and inventory all outstanding agreements and plans that include noncompete provisions as well as ensure that confidentiality, trade secret and non-solicitation clauses are present in compensation arrangements. 
• Before Dec. 1, 2023 boards will need to ensure a clawback policy is approved for companies traded on the New York Stock Exchange and Nasdaq listings. 

What are your top three tips for directors to ensure they are well-prepared for tomorrow’s challenges?

• Understand institutional investors’ executive-compensation proxy voting guidelines so that there is awareness of how executive compensation decisions might lead to unfavorable Say on Pay vote results.
• Discuss with management the role environmental, social, and corporate governance (ESG) should play in executive incentive designs and understand external criticisms; if ESG metrics are included in incentive plans, debate whether such metrics should be included in annual incentive or long-term incentive plans. To date, the majority of companies with ESG incentive metrics have included these metrics in annual incentive plans.
• When it comes to approving performance metrics and corresponding goals in incentive plans, goals need to be evaluated in detail to ensure they balance motivating executives and shareholders’ interest — especially during uncertain times. This includes stress-testing various performance and payout scenarios against the company’s budget and evaluating a palpable incentive-sharing ratio. 

What are three ways your business can provide value for board directors?

• Keep board members apprised of the ever-evolving executive compensation landscape and shareholder criticisms.
• Work with board members and management to design creative, customized executive-compensation solutions to ensure programs support critical business objectives and align with long-term shareholder value creation.
• Assist in facilitating constructive dialogue on “how executive-compensation market practice should be interpreted” and “challenge conventional thinking on executive compensation programs.” 

What’s your favorite business-related book?

Think Again by Adam Grant.

What’s your favorite way to foster meaningful connections with others?

I love partnering with NACD Northern California to facilitate the Latino Directors Cafecito forum, which provides an intimate channel for directors to learn from one another and ask questions that are not always discussed in the boardroom.

What does your ideal day look like when you’re not working?

Starting off the day with a cup of coffee, reading The Wall Street Journal, and running around town to watch my boys play sports (football, lacrosse, and soccer).