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Transparency Scientific Committee

Broc Romanek

Transparency Champion, RealTransparentDisclosure.com

Former SEC lawyer and Editor of TheCorporateCounsel.net

 

When it comes to corporate disclosure, Broc Romanek has been blogging, speaking and living it for more than 35 years. He has served as the editor for over a dozen websites, on which he has blogged on each of them, for more than 20 years. 

Broc has done the trifecta of legal practice, having been in-house for a Fortune 40 company, worked for law firms (large and small) and worked at the SEC on two separate occasions. He has written five legal treatises – including the “Proxy Season Disclosure Treatise & Reporting Guide”; “In-House Essentials Treatise”; “The Corporate Governance Treatise” and “Executive Compensation Disclosure Treatise” and three paperbacks. 

Broc is a four-time Chair of the Mid-Atlantic Chapter of the Society of Corporate Governance and served on that Chapter’s board for 20 years. He is a former member of the Society’s National Board of Directors (having served two terms). He also is a Past Chair of the Association of Corporate Counsel’s Corporate & Securities Law Committee and formerly served on the Advisory Council for the SEC Historical Society. He taught a class in corporate governance for the George Mason University Executive MBA program and a Securities Regulation course at George Mason Law School. 

Broc is a certified hypnotist and pickleball teacher. 

Donna Anderson, CFA

Vice President and Head of Corporate Governance — T. Rowe Price Group

Donna F. Anderson is Vice President and Head of Corporate Governance for T. Rowe Price. In this role, Ms. Anderson co-chairs the firm’s ESG Committee and leads the firm’s engagement efforts with portfolio companies. She is also a member of the firm’s Valuation Committee and a Director on the T. Rowe Price Trust Company board.

Before joining T. Rowe Price in 2007, Donna was Director of Equity Research for Invesco Funds in Houston.

Donna is a CFA Charterholder and a member of the CFA Institute and the Baltimore CFA Society. She serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, and she chairs the Governance Committee of the Investor Stewardship Group.

Donna has been named one of Barrons Magazine’s 100 Most Influential Women in U.S. Finance.

Doug Chia

President — Soundboard Governance

Former Executive Director — The Conference Board ESG Center

Former Assistant General Counsel and Corporate Secretary — Johnson & Johnson;

Former Assistant General Counsel — Tyco International

Former Chair, Society of Corporate Governance

Douglas K. Chia is the Sole Member and President of Soundboard Governance LLC, a company he formed in 2019, and a Senior Fellow at the Center for Corporate Law and Governance at Rutgers Law School. 

Until June 2019, Doug was Executive Director of The Conference Board ESG Center.  He continues to contribute to The Conference Board as an ESG Center Fellow.  Doug is also a Fellow at The Aspen Institute Business & Society Program; ESG Fellow at The American College’s Cary M. Maguire Center for Ethics in Financial Services; Adjunct Professor at Fordham University School of Law; Advisor to Foresight® BoardOps; and a member of the Advisory Boards of the ESG Professionals Network and PracticalESG.com.

Before joining The Conference Board in 2016, Doug served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson.  Previously, he served as Assistant General Counsel, Corporate of Tyco International and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance, both in New York and Hong Kong. 

Doug has held central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, President of the Stockholder Relations Society of New York, member of the New York Stock Exchange Corporate Governance Commission, and member of the Corporate Laws Committee of the American Bar Association.  He is currently a member of the Society for Governance, American Law Institute, American Bar Association, American Bar Foundation, National Asian Pacific American Bar Association, and Ascend Pan-Asian Leaders.  Doug has also received numerous awards and recognitions for his work in corporate governance. 

A nationally recognized governance expert, Doug has spoken at major conferences and seminars across the United States throughout his career and has frequently appeared in the news media, including Barron’s, CNN, NPR Marketplace, The Wall Street Journal, The New York Times, Financial Times, Fortune, and The New Yorker. 

Doug received an A.B. degree from Dartmouth College and a J.D. degree from the Georgetown University Law Center.  He currently lives in Princeton, New Jersey with his wife and their four children.  Doug is a Trustee and Vice President for Governance of the Historical Society of Princeton and member of the Dartmouth College Fund Committee.

Ginny Fogg

Corporate Governance Expert and Consultant

Retired General Counsel, Norfolk Southern

Former Chair, Society of Corporate Governance

Ginny Fogg is a dynamic leader with over 33 years of experience in the transportation industry and a recognized expert in corporate governance and compliance.

Ms. Fogg currently chairs an independent Special Litigation Committee appointed by the Exelon Board of Directors to conduct an investigation in response to derivative demands filed by shareholders against the Exelon Board and certain officers following entry into a Deferred Prosecution Agreement in 2020 with the U. S. Attorney’s Office for the Northern District of Illinois by an Exelon subsidiary for engaging in bribery of an elected official.

Previously, Ms. Fogg served as General Counsel at Norfolk Southern Corporation (Fortune 300 NYSE:NSC) until 2021, overseeing the corporate section of the Law Department for over sixteen years. Her primary areas of practice included corporate governance, securities disclosure and capital market transactions, with responsibility for board of directors’ matters. In addition, she managed a team of attorneys handling executive compensation, communications with shareholders, mergers and acquisitions, lobbying and political contribution compliance, contract management, intellectual property and general corporate issues.

While at Norfolk Southern, Ms. Fogg led the successful defense of a proxy contest and shareholder demand letter investigations and established a robust shareholder engagement program. She actively advised on the development and launch of two long-term strategic plans, sustainability reporting and a synthetic leasing arrangement for construction of a new headquarters building. She served as counsel to the company’s disclosure committee from its inception and advised in the development and implementation of disclosure controls and procedures and internal controls.

Ms. Fogg was actively involved in the Society for Corporate Governance throughout her career and held numerous leadership positions. She served as Chair of the Society’s Board of Directors from 2017 to 2019 and chaired Society Board’s CEO Search Committee in 2022. Under her leadership as Board Chair, the Society addressed shareholder activism, sustainability reporting, diversity and inclusion, and numerous SEC regulatory rulemaking proceedings.

Ms. Fogg lives in Virginia Beach with her husband.

Dan Goelzer

Former PCAOB Board Member and Acting Chair

Former SASB Board Member

Former SEC General Counsel

Daniel Goelzer is a retired partner in the law firm of Baker McKenzie.  He advises a Big Four accounting firm on audit quality issues and prepares a bi-monthly newsletter, “Audit Committee and Auditor Oversight Update,” which focuses on regulatory issues affecting audit committees. 

Dan served on the Sustainability Accounting Standards Board from 2017 to 2022.  From 2002 to 2012, he was a member of the Public Company Accounting Oversight Board and was Acting PCAOB Chair from August 2009 through January 2011.  From 1983 to 1990, he was General Counsel of the Securities and Exchange Commission.  Mr. Goelzer is a CPA and a lawyer.

Courteney Keatinge

Senior Director, Environmental, Social & Governance Research — Glass Lewis & Co.

Courteney Keatinge oversees Glass Lewis’ research and vote recommendations for shareholder proposals and covers research on major environmental and social issues in all major markets. Courteney plays a lead role in Glass Lewis’ partnerships with ESG data providers and specializes in issuer and stakeholder engagement, corporate governance and ESG analysis. She is also an active participant in Glass Lewis’ policy and product development. She has written reports for Glass Lewis including Greening the Green: Linking Executive Compensation to Sustainability and Mind the Gap: Board Gender Diversity.

She has also contributed to a variety of papers with organizations including the UN PRI and Ceres on issues related to ESG and corporate governance. Before joining Glass Lewis, Courteney worked on corporate governance and corporate social responsibility issues at the California Public Employees’ Retirement System and the Colorado Public Employees’ Retirement Association.

She has also filled roles including social media manager and scribe and as a featured author in the Yearbook for the International Corporate Governance Network. Courteney is among the first cohort of SASB FSA Credential-holder and also holds a bachelor’s degree in business administration and a master’s degree in business administration, with a concentration in corporate social responsibility from Daniels College of Business at the University of Denver.

Bob McCormick

Advisory Council Member at PJT Camberview, Senior Advisor at Third Economy; Former Chief Policy Officer, Glass Lewis; Former Director, Investment Proxy Research, Fidelity Investments

Bob McCormick is an Advisory Council Member at PJT CamberView, where he worked for over 7 years as Managing Director before he took on this role. He also is a Senior Advisor at Third Economy, which is an ESG consultancy. Bob also serves on the Advisor Board for the Millstein Center at Columbia Law School and the Weinberg Center at the University of Delaware.

Before joining PJT CamberView, Bob served as Chief Policy Officer of Glass Lewis where, for over a decade, he oversaw the analysis, voting recommendations and report writing on management and shareholder proposals on over 20,000 shareholder meetings of public companies in more than 100 countries. He also led the firm’s engagement efforts and was responsible for developing Glass Lewis’ proxy voting guidelines.

Prior to that role, Bob was Director of Investment Proxy Research at Fidelity Investments where he managed the proxy voting of 700 mutual funds and accounts holding 5000 securities worth $1 trillion.

Bob serves on the board of the Northern California Chapter of the National Association of Corporate Directors (NACD) and on the advisory board of the University of Delaware’s Weinberg Center on Corporate Governance. Bob was named one of the 100 most influential people in corporate governance by NACD and Directorship magazine six times from 2008-2015.

He holds a Graduate Certificate of Special Studies in Administration and Management from Harvard University Extension School, a J.D. from Quinnipiac University and a bachelor’s degree in history from Providence College.

Carol Ward

Corporate Governance and Business Advisor

Retired, VP and Corporate Secretary, Mondelez International (formerly Kraft Foods) and Corporate Secretary and Chief Compliance Officer, CIGNA Corporation

Former Chair, Society of Corporate Governance

Carol Ward has long been an active member of the corporate governance community. She shares learnings from her extensive experience providing strategic and day-to-day business advice to boards, executive management, and legal teams. She has addressed legal, cultural, and organizational issues during the corporate life cycle – including corporate governance principles and practices, board and workplace culture and effectiveness, director recruitment, CEO-transitions, spin-offs, shareholder engagement and activism, D&O protection, transactions, shareholder engagement, and securities law and disclosure. She is also known for her persuasive and technical writing.

As VP and Corporate Secretary for Mondelez International (formerly Kraft Foods) for 12 years, Carol Ward advised the Board, executive management, and employees around the globe on corporate governance, shareholder engagement, securities law, and executive compensation. She managed critical elements of Altria’s 2007 spin-off of Kraft Foods, Kraft’s 2009 unsolicited acquisition of Cadbury, and 2012 spin-off of Kraft’s North American Grocery business. She evolved corporate culture; implemented effective governance practices; built and refreshed boards; initiated shareholder engagement; and addressed investor activism.

Prior to joining Mondelez in 2006, Ms. Ward served as Corporate Secretary and Chief Compliance Officer for CIGNA Corporation in Philadelphia, PA. During her 23 years at CIGNA, she advised the Board, executive management and employees on parent and subsidiary corporate governance as well as leading its compliance program. She managed significant components of corporate restructuring and regulatory approvals paving the way for the sale of CIGNA’s property/casualty business, positioning CIGNA to focus on its health care business. She also advised CIGNA’s group insurance and investment businesses in Connecticut.

As a corporate leader, Ms. Ward developed and implemented policies and practices to promote inclusive corporate cultures across borders as well as initiatives to improve services while reducing costs. She prioritized talent development, sponsoring and mentoring internal and external talents. She served on CIGNA’s Financial Development Program Advisory Board; developed and led an international mentorship program for Mondelez’s corporate and legal affairs department; and coached diverse law students interning with Mondelez. She continues to mentor talent with the Association of Corporate Counsel and outside of formal programs.

After retiring from Mondelez, in early 2019 Ms. Ward joined Corporate Governance Partners, developers of the innovative end-to-end board management software, Foresight®. She served as Senior Advisor and now serves on its Advisory Board.

She serves as Vice Chair of the Advisory Board of University of Delaware’s Weinberg Center for Corporate Governance; Co-Chairs the Corporate Governance Professional Commission; and is a member of the American College of Governance Counsel. She is member of and served as Chair of the Society for Corporate Governance 2001-2002, leading it through 9/11’s aftermath and governance crises precipitated by Enron and Tyco, served on the ABA’s Committee on Corporate Laws, and was a long-time member and President of the Stockholder Relations Society of NYC. Ms. Ward received her J.D. from Emory University and her B.A. in History from Yale University.

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