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ESG criteria has become a focus for many companies to manage recently. Increasingly, a lot of judgement is being passed about company resilience, financial performance, and competitive strength based on a company’s management of ESG issues. The peak of ESG issue management has not yet arrived, and there has been a sudden jolt of investor influence due to recent campaigns by shareholder activists at energy companies earlier in 2021. Investor pressure related to an ESG issue led to turnover in the board of a public company. What does this mean for technology companies in the heart of Silicon Valley? Are there unique challenges around ESG management that might lead to the same type of scenario for board members of tech companies?
With more integration of ESG in shareholder activism campaigns, companies are increasingly faced with how to preempt ESG-themed shareholder activism, whether a technology company or not. Join this session to learn more about how recent activism campaigns may impact your company and what boards can - and should - do to manage ESG issues in light of a potential activist situation.
DAVID F. LARCKER
David F. Larcker is the James Irvin Miller Professor of Accounting, Emeritus, at the Stanford Graduate School of Business. He is the director of the Corporate Governance Research Initiative at Stanford Graduate School of Business and senior faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University. Larcker’s research focuses on executive compensation, corporate governance, and managerial accounting. His work examines the choice of performance measures and compensation contracts in organizations. He has current research projects on the valuation implications of corporate governance, the impact of proxy advisory firms on shareholder proxy voting and modeling the cost of executive stock options.
Larcker was previously the Ernst & Young Professor of accounting at the Wharton School of the University of Pennsylvania and professor of accounting and information systems at the Kellogg Graduate School of Management at Northwestern University. He received his PhD in business from the University of Kansas and his BS and MS in Engineering from the University of Missouri-Rolla.
He is on the editorial boards of the Journal of Accounting and Economics, Journal of Accounting Research, Accounting, Organizations and Society, Journal of Accounting and Public Policy, Journal of Applied Corporate Finance. He received the Notable Contribution to Managerial Accounting Research in 2001.
ELIZABETH (BETSEY) NELSON
Betsey Nelson is an advisor and corporate director for high-growth companies in the technology, telecom, and Internet markets and has a passion for helping entrepreneurs build great businesses. She currently serves on the boards of Upwork, Berkeley Lights, Inc., Virgin, and DAI. Prior board service includes Nokia, Zendesk, Ancestry, Autodesk, CNET Networks, Macromedia, Pandora Media, and SuccessFactors, and she has chaired board audit, compensation, and governance committees. Betsey served in various executive positions—including Executive Vice President, Chief Financial Officer, and Secretary—at Macromedia, Inc., a global multimedia software company, from 1996 until its acquisition by Adobe Systems Inc. in 2006.
Before joining Macromedia, Betsey spent eight years at Hewlett-Packard Company, where she held various positions in international finance and corporate development. She began her career at Robert Nathan Associates in Washington, D.C., where she was involved in international development projects in Asia, Africa, and Latin America for the U.S. Agency for International Development and the World Bank. Betsey holds an M.B.A. in finance with distinction from the Wharton School at the University of Pennsylvania, and a BSFS degree in Foreign Service magna cum laude from Georgetown University.
DEREK ZABA
Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance. Over the past two decades, he has been involved in dozens of activist campaigns and proxy contests in various advisory and principal capacities. Prior to Sidley, Derek was the head of the activism defense practice at a leading shareholder engagement and corporate governance advisory firm. He also served as a Partner and investment professional at activist and event driven hedge funds. Derek began his career as a corporate associate at a New York-based law firm.
He holds a J.D. from Stanford Law School, where he graduated Order of the Coif; an MBA from the Olin School of Business at Washington University in St. Louis, concentrating in Finance; and a bachelor’s degree in Systems Science and Mathematics, cum laude, from the School of Engineering and Applied Science at Washington University in St. Louis. While at Washington University, he led university teams that won the highest award at the Consortium for Mathematics and Its Applications (COMAP) international Mathematical Contest in Modelling in consecutive years.
Derek is a member of the State Bars of California and New York.
F. DANIEL SICILIANO, moderator
F. Daniel Siciliano is a successful technology CEO-founder and entrepreneur, as well as Chairman of the board of the Federal Home Loan Bank of San Francisco, and a recognized expert in corporate strategy and governance, capital financial markets, executive compensation, and technological disruption (including fintech, AI and cybersecurity). He is currently Chairman of SVDX, board member of the Latino Corporate Directors Education Foundation, and a fellow at Stanford University.
NANCY EASTERBROOK, introductory remarks
Nancy Easterbrook is the Executive Director of Silicon Valley Directors' Exchange. With almost two decades of experience in creating partnerships and raising money to support nonprofit organizations, she has built strategic relationships through communication, community outreach, and innovative collaborations. Prior to SVDX, Nancy was Director of External Affairs at the Stanford Center on Longevity, and Associate Director of Development at Stanford Law School.