CBIZ Talent & Compensation Solutions: Board Formation

CBIZ Talent & Compensation Solutions

Board FormationJanuary 25, 2017

Formulating an Independent Board • When is it the right time to form an independent board?

– Size and scope– Evolution from friends, owners, and family– The need for added expertise

Objectivity Functional knowledge (IT, HR, Legal,

Operations, etc.) Broader understanding of strategic

options Risk management awareness Connections to other advisors Been there, done that (e.g., IPO,

Private Equity, etc.) Addition of a defined “Financial Expert”

CBIZ TALENT & COMPENSATION SOLUTIONS & EFL ASSOCIATES 2

Formulating an Independent Board

• When is it the right time to form an independent board?− The need for more professional corporate structure

Compensation Committee Audit Committee Nominating/Governance Committee Risk Management Committee

• Resource: National Association of Corporate Directors − www.nacdonline.org


http://www.nacdonline.org/

CBIZ Board Services Offerings• Gap Analysis

– Consults with clients in evaluating the skills and experience offered by current directors/officers

– Identifies critical gaps– Builds new director specifications

based on areas of need – Assists in development of “charter

documents”– Provides tools to address

succession plans

Gap Monitoring Chart


CBIZ Board Services Offerings• Compensation

– Offers full-service compensation consulting assistance Executive compensation study and recommendations Directors compensation Incentive compensation


CBIZ Board Services Offerings• Director Recruitment

– Once requirements are established, identifies potential board candidates to fill essential needs

– Conducts extensive original research and introduces diverse candidate pools to clients


CBIZ Board Services Offerings• Diversity Focus

– Diversity is good for business Reflection of employee populace and clientele

− Over the past three years, more than 52% of our board searches have resulted in the placement of a diverse (gender/culture) candidate


CBIZ Board Services Offerings• Due Diligence

– Vets potential director candidates Beyond meetings and traditional interviews

– Conducts full background investigations, in-depth reference interviews and social media profile


CBIZ Board Services Offerings• Sampling of historical projects

– A leading provider of Web-based freight transportation management services for small to midsized businesses. The organization considered an initial public offering but, instead, sold to a strategic buyer (four directors placed)

– A $15 billion investment advisor/manager of NYSE-listed closed-end investment companies, open-end funds and other accounts – specializing in listed energy investments (two

directors placed)

– A NASDAQ-traded, small cap company that focuses exclusively on serving the eGovernment market (three directors placed)

– The publicly-held parent of a regulated Midwestern-based energy company providing utility service in two states, with deregulated electricity supply in several other states (two

directors placed)


• Sampling of historical projects– A publicly-held (NYSE) real estate investment trust that

develops, owns, leases, and finances specialty assets characterized by entertainment, recreation, and educational classes (one director placed)

– A multi-billion dollar, publicly-held banking company with operations in three states (one director placed)

– The largest American-owned, privately-held cement company and the fifth largest cement manufacturer in the United States, generating $1 billion in revenues (one director placed)

– A privately-held managed care company (three directors placed)

– A $1.5 billion publicly-held master limited partnership that functions as one of the top retail propane operator in the United States (three directors placed)

CBIZ Board Services Offerings



– A NASDAQ-traded leading independent supplier of premium spirits, offering flavor innovations and custom distillery blends to the beverage alcohol industry plus high quality food grad industrial alcohol for branded CPG companies (two directors

placed)

– A $4 billion, nonprofit health insurance company focused on serving US governmental entities (two directors placed)

– A $2 billion family foundation (one director placed)

– A German-owned, $200 million manufacturer of cables and connectors for industrial uses (one director placed)

– Privately-held, family-owned risk management company selling products on a global basis (one director placed)CBIZ TALENT & COMPENSATION SOLUTIONS & EFL

ASSOCIATES 11


– One of the nation's largest family footwear retailers, offering a broad assortment of moderately priced dress, casual and athletic footwear for men, women and children with emphasis on national and regional name brands (one director placed,

second search underway)

– A privately held, emerging biopharmaceutical company focused on developing cardiovascular drugs (one director placed)


CBIZ Talent & Compensation Solutions Contacts

Jay [email protected]

Angie SalmonSenior Vice [email protected]


Ed RatajManaging Director, Compensation Consulting [email protected]

Daniel CummingsManaging Director, [email protected]

mailto:[email protected]




Questions?


Recruiting & HR

CBIZ Talent & Compensation Solutions: Board Formation