2016 Directors Dialogue Program

2016 Directors Dialogue - The Fresh Perspective of Governance in the Boardroom

Thursday April 7, 2016

Program Co-Chairs: Matt Espe and Steve Zarrilli

Directors Dialogue is an annual full-day program designed for corporate leaders to promote candid discussions of important governance issues, supported by the latest practical research. It is one of the Center’s signature events and is considered by many to be one of the foremost corporate governance events of the year.

2016 Speakers and Topics include:

Session I: Regulatory Update on Corporate Governance

Ralph Walkling, PhD will begin the morning with a candid discussion between two of the country’s regulatory experts through the perspectives on the 2016 proxy season.

Discussion Leader: Ralph A. Walkling, Stratakis Chair and Founder, Center for Corporate Governance, Drexel University LeBow College of Business

Panelists:

• Daniel Gallagher, Former Commissioner, US Securities and Exchange Commission
• Mark Flannery, Chief Economist, US Securities and Exchange Commission

Session II: Dialogue Wanted in the Boardroom: The CEO and Management Perspective

How does management want to engage and utilize its board in terms of strategy? This session will give corporate directors insight on how management values their contributions to the board.

Discussion Leader: Steve Zarrilli, President and CEO, Safeguard Scientifics, Inc., Director, Virtus Investment Partners

Panelists:

• Joseph Berquist, Vice President and Managing Director – North America, Quaker Chemical
• Vic Grizzle, CEO, Armstrong Building Products
• Dawn Zier, President & CEO of Nutrisystem

Session III: Succession Planning: The New Construct

The Chair of the Nominating and Governance Committee is the change agent on any board when it comes to succession planning. In this session, panelists will focus on the succession planning strategy for replacing the Board and Committee Chairs and what, if anything, activists are looking for when it comes to succession plans in a target company.

Discussion Leader: Matthew J. Espe, President and CEO, Armstrong World Industries, Inc., Director, Con-Way Inc.

Panelists:

• Edward P. Garden, CIO and Founding Partner, Trian Partners
• Ron Lumbra, Regional Leader Global Chief Executive Officer & Board of Directors Practice, Heidrick & Struggles
• R. David Yost, Director, Bank of America, ITT Exelis, Marsh & McLennan, and Tyco International

Session IV: Capital Allocation and Spin-Offs

Discussion of the types of questions directors should ask themselves with the best interest of the company in mind. This session will explore why management can control capital better than shareholders and how the US differs from the UK. Panelists will also discuss the motivating factors behind recent, high profile occurrences.

Discussion Leader: Jack Brennan, Chairman Emeritus and Sr. Advisor, The Vanguard Group

Panelists:

• Matthew J. Espe, President & CEO, Armstrong World Industries, Inc., Director, NCI Building Systems
• Raj L. Gupta, Former Chairman, President & CEO, Rohm & Haas Co., Chairman, Delphi Automotive Plc, Director, The Vanguard Group, Tyco International Ltd and Hewlett-Packard Company
• David W. Palmer, Senior Managing Director, Wellington Management

The Directors Dialogue Dinner

The 2016 Directors Dialogue Dinner will follow the Directors Dialogue program on April 7, 2016 at the Crystal Tea Room with cocktails beginning at 5:30 p.m and dinner at 6:30 p.m. We are delighted to announce Edward D. Breen, CEO of DuPont, as the keynote dinner speaker.

Please be sure to select the appropriate registration option if you would like to join us for the dinner as well. For additional information on how to invest in a table at the dinner please contact Alyssa Abbott at aa976@drexel.edu.