Preparing for the Annual Meeting

Many companies don’t have procedures for offboarding directors. So, how can boards approach a conversation that's often overdue—and uncomfortable?In this episode, Evelyn Dilsaver, a director on the board of Bailard, Health Equity, and Somnigroup International, and NACD advisor Susan Paley unpack director offboarding. They discuss what may cause a director to step down, how boards can handle departures with care, and why succession planning is crucial.Host: Susan Paley, NACD advisorGuest: Evelyn Dilsaver, audit committee chair, Somnigroup International; director, Bailard, Healthy Equity, PACS Group, QuidelOrtho; advisory board member, ProtivitiRelated NACD Resources:Guidance for Boards on Identifying and Addressing Problematic Director BehaviorThe Healthy Departure: Considerations for Effective Off-BoardingDirector Essentials: Succession Planning for Board and Committee LeadersVisit nacdonline.org for further research and information.

Board refreshment may seem like a numbers game at some companies: years served, age reached. But curiosity, not tenure, is a key factor that determines whether a director still contributes effectively.In this episode, Evelyn Dilsaver, a director on the board of Bailard, Health Equity, and Somnigroup International, and NACD advisor Susan Paley discuss board refreshment strategies. They explore the mechanisms used for board refreshment, how to safeguard institutional knowledge, and why board culture and refreshment go hand in hand.Host: Susan Paley, NACD advisorGuest: Evelyn Dilsaver, audit committee chair, Somnigroup International; director, Bailard, Healthy Equity, PACS Group, QuidelOrtho; advisory board member, ProtivitiRelated NACD Resources:“How to Proactively Approach Board Refreshment”“The Case for Term Limits”Director Essentials: Board and Director EvaluationsVisit nacdonline.org for further research and information.

Board work is year-round. Case in point: Planning for the next proxy season starts when the current annual meeting ends.In this episode, board member Anne Sheehan talks with NACD advisor Susan Paley. Together, theydiscuss why companies hold annual shareholder meetings. They also dive into a typical annualmeeting agenda, the board’s role in reviewing proxy statements, and what a successful meetingoutcome looks like.Host: Susan Paley, NACD advisor Guest: Anne Sheehan, chair, nominating and governance committee, Victoria’s Secret & Co.; boardmember, Janus Henderson Group; senior advisor, PJT Partners; former chair, Investor AdvisoryCommittee, US Securities and Exchange Commission; former director of corporate governance,California State Teachers’ Retirement System (CalSTRS) Related NACD Resources:   Director Essentials: Annual Meetings and Proxy Voting“Developing a Response Plan to ‘Against’ Recommendations”“Proxy Firms Are Under the Microscope. How Should Boards Adapt?”Visit nacdonline.org for further research and information.

Directors are no strangers to volatility. But how can boards learn to separate signals from noise as the economic playbook they have relied on for years is rewritten? In this episode, Yolanda Daniel, a director on the boards of Leslie’s and Valtir and an experienced finance executive, and Dana Peterson, chief economist at The Conference Board, talk with NACD vice president of strategic engagement Marcel Bucsescu. Together, they discuss the forces reshaping the economy. They also explore the economic indicators directors should be watching, how boards can work with management to evaluate risk and opportunity, and what drives sound capital allocation decisions in an uncertain environment.Host: Marcel Bucsescu, NACD vice president of strategic engagementGuests: Dana Peterson, chief economist at The Conference BoardYolanda Daniel, director, Leslie’s and Valtir; former vice president of finance, Federal Reserve Bank of Chicago; former chief financial officer, Grainger CanadaRelated NACD Resources:Navigating Changing US Policy“Focusing on the Future in Uncertain Times”“How Boards Help Businesses Navigate Uncertainty”Visit nacdonline.org for further research and information.

Physical threat actors now bypass the “let’s talk about it” stage and go straight to acting on their grievances, says cybersecurity expert and board member Ron Green. That’s why directors must take their physical security seriously.In this episode, Green talks with NACD program manager of digital and cybersecurity content Dylan Sandlin. Together, they explore physical security for board members. They also discuss the connection between cybersecurity and physical security and how directors can anticipate and prepare for physical security risks.Host: Dylan Sandlin, program manager of digital and cybersecurity content, NACDGuest: Ron Green, NACD.DC®, partner in the CISO/CSO advisory practice, 5OH Consulting; board member, SailPoint, Santander Bank; former chair, Cybersecurity and Infrastructure Security Agency Cybersecurity Advisory Committee, US Secret Service Cyber Investigations Advisory BoardRelated NACD Resources:   “Strengthening Trust and Reputation in a World Impacted by Social Media”“Protecting Corporate Leadership: A Call to Action for Corporate Boards”Visit nacdonline.org for further research and information.

As high–net-worth individuals with access to sensitive company information, board members are increasingly targeted by cyber-threat actors. Awareness of these threats—and personal vigilance—are essential to stay protected.In this episode, cybersecurity expert and board member Ron Green talks with NACD program manager of digital and cybersecurity content Dylan Sandlin. Together, they discuss personal cybersecurity for board members and the cyber risks they face. They also dive into how directors can be targeted and best practices for personal digital hygiene.Host: Dylan Sandlin, program manager of digital and cybersecurity content, NACDGuest: Ron Green, NACD.DC®, partner in the CISO/CSO advisory practice, 5OH Consulting; board member, SailPoint, Santander Bank; former chair, Cybersecurity and Infrastructure Security Agency Cybersecurity Advisory Committee, US Secret Service Cyber Investigations Advisory BoardRelated NACD Resources:Director’s Handbook on Cyber-Risk Oversight“A Director’s Digital Life May Be a Liability”Personal Cybersecurity Protection Guide for Corporate DirectorsVisit nacdonline.org for further research and information.

“Business is easy. Family business is hard,” says Charlie Bitzer, chair and CEO of ABARTA. The relationships and dynamics within family-owned companies present distinct challenges for their boards. In this episode, Bitzer talks with NACD senior member engagement advisor Kait Armstrong about the governance of family-owned businesses. They discuss the difficulties of generational transitions, the importance of aligning culture between the board and the family, and how independent directors can engage family leaders in tough conversations. Host: Kait Armstrong, NACD senior member engagement advisor Guest: Charlie Bitzer, chair and CEO of ABARTA  Related NACD Resources:  ·  “Steering a Family Business Through Ownership Transitions”·  “How Family Businesses Actually Make Governance Work”·  Director Essentials: Family Business Boards and Family Dynamics Visit nacdonline.org for further research and information.

Culture is often described as the “operating system” of an organization. But what role does culture play in the boardroom, and how does it shape the way boards make decisions?  In this episode, Beth Albright, president and CEO of Saidia and a director on the board of the NACD Philadelphia chapter, speaks with NACD advisor Susan Paley. Together, they explore why board culture matters. They also discuss the board chair’s role in managing dominant voices, how structured onboarding and “board buddies” help reinforce cultural norms, and why even informal moments outside the boardroom can strengthen governance.  Host: Susan Paley, NACD advisorGuest: Beth Albright, NACD.DC®, president and CEO, Saidia; director, NACD Philadelphia Chapter Related NACD Resources:  · “Championing a Culture of Innovation”· Report of the Blue Ribbon Commission on Culture as the Foundation: Building a High-Performance Board· “Starting the Dialogue on Board Culture: A Discussion Guide” Visit nacdonline.org for further research and information.

For CEOs, a board’s support can make all the difference. But knowing what kind of support to ask for isn’t always obvious.In this episode, Wayne Peacock, vice chair of the Elizabeth Dole Foundation and the former CEO of USAA, and Dona Young, a director on the boards of USAA, NACD, and Spahn & Rose, spoke with NACD director of governance content Mallory Bucher. Peacock and Young are cochairs of the NACD 2025 Blue Ribbon Commission. Together, they discuss how boards can work with CEOs to create the conditions where both parties can thrive. They also explore the ways directors can provide guidance without micromanaging and why transparency is central to a high-functioning board-CEO relationship.Host: Mallory Bucher, director of governance content, NACDGuests: Dona Young, NACD.DC®, director, USAA, NACD, Spahn &; Rose; cochair, NACD 2025 Blue Ribbon CommissionWayne Peacock, vice chair, Elizabeth Dole Foundation; former CEO, USAA; cochair, NACD 2025 Blue Ribbon CommissionRelated NACD Resources:  Building a High-Trust Board-CEO Relationship“Beyond the Appointment: Communicate CEO Transitions for Long-Term Success”“The Evolution of the C-Suite and Its Impact on Board Dynamics”Visit nacdonline.org for further research and information.

Boards have high expectations for CEOs, but what do directors truly want beyond the numbers and reports?In this episode, Wayne Peacock, vice chair of the Elizabeth Dole Foundation and the former CEO of USAA, and Dona Young, a director on the boards of USAA, NACD, and Spahn & Rose, spoke with NACD director of governance content Mallory Bucher. Peacock and Young are cochairs of the NACD 2025 Blue Ribbon Commission. Together, they unpack what directors expect from CEOs. They also discuss how to establish trust early and maintain it through disagreement and disruption, and why steady leadership and transparency matter most when the stakes are high.Host: Mallory Bucher, director of governance content, NACDGuests: Dona Young, NACD.DC®, director, USAA, NACD, Spahn & Rose; cochair, NACD 2025 Blue Ribbon CommissionWayne Peacock, vice chair, Elizabeth Dole Foundation; former CEO, USAA; cochair, NACD 2025 Blue Ribbon CommissionRelated NACD Resources:  Building a High-Trust Board-CEO Relationship“Making CEO Succession Plans Stick”“A Director’s Responsibility to the CEO”Visit nacdonline.org for further research and information.