October 2023

Chris Clark conducts interviews with leading corporate directors and subject matter experts for Stuart Levine & Associates, a global consulting and leadership development company. The Planet Governance™ interview series features the views of corporate directors, chief executives, and governance experts on timely issues from succession planning to stakeholder activism to cyber resiliency.

This well-respected corporate director believes there should be a regular cadence of open communication between the committee chair and board chair…

Ms. Stamps has years of strategic, governance and operational management experience. During her extensive career she held senior executive leadership positions in both public & private sector organizations, most recently as a senior investment advisor to the Comptroller of the State of New York for the NYS Common Retirement Fund and as Commissioner on the board of the New York State Insurance Fund. Prior to this, she was a Managing Director at Bank of America and Managing Director and Executive Management Committee Member at Bank One London (now, JPMorgan Chase).

Ms. Stamps currently serves on the boards of three public companies, including Pitney Bowes, Inc., a leading provider of global shipping & mailing solutions, where she  is a member of the Audit committee and Chair of the Compensation committee;  MFA Financial, Inc., a residential mortgage REIT, where she is a member of the Compensation and Nominating & Governance committees; and IQVIA Holdings, Inc., a life sciences organization where she is also a member of the Audit committee. 

Sheila A Stamps

Sheila A. Stamps

Chris: What processes and practices enhance governance agility?

Sheila: Given the increasing responsibilities of corporate boards, it is increasingly important to marry governance and oversight with practicality, effectiveness, and efficiency. The adage “divide and conquer” is more appropriate now than ever.

However, the decision of which committees to establish beyond the normal audit, governance, and compensation—is company specific, and the lines of communication between the Board and committees is critical. It is paramount to delegate the correct items to committees, so as not to disservice the Board or management.

The Board Chair, CEO and Governance Chair are the key players to assure committee and board calendar topics are appropriately set. Setting/reviewing these calendars annually and adjusting accordingly for shifts in strategy and regulatory requirements is important.

Moreover, there should be a regular cadence of open communication between the committee chairs and board chair as there is often a delicate balance between what the committee reviews and recommends and what the committee presents to the full board for further consideration.

Finally, board members should have appropriate access to management to advise on or to understand critical systems when necessary – keeping in mind that it is the board’s job to hire the right person for the role, not to do the job.

Chris: What key skill does the next generation of directors absolutely need to bring to their boards?

Sheila: Companies are operating in a digital world, and to be sustainable, mastering this will be important. Historically, companies have thought about technology defensively and as back-office operations, not as a component of proactive strategy and a means to a competitive edge.

While the next generation of directors will have grown up in this digital world and therefore have greater ease in understanding the mechanics, the key to transformation and sustainability remains people – your employees, customers, and investors. The key skill that the next generation of directors and existing directors need is the ability to advise on how to unite digitization with human ingenuity to employ a unique strategic advantage. Your employees will still implement the technology to drive transformation, your customers will respond positively or negatively to the outcome, and your investors will critique accordingly.

Chris: If I were a private company executive on a path to an advisory board or to a governance board, what advice would you give me?

Sheila: Often when coming onto a Board directly from management or while still sitting in a management seat, it is very difficult to step into a governance/oversight role, becoming the advisor and not the doer. This issue is often referenced and seen by fellow board members as a frequent challenge for the new members.

My advice would be that during the onboarding process, you request to be partnered with a seasoned board member (note that this is a standard part of the onboarding process for several boards now).  This should be someone other than the Chair or Lead Director who usually has a full agenda. Ideally, it would be a mutually agreed upon connection. Perhaps someone you got along well with during the interview process.  This seasoned director will provide a “safe zone” to discuss entry level questions and can provide some historical prospective on agenda items, enabling you to contribute in the boardroom more comfortably and effectively.

Chris: Why have traditional board refreshment methods been relatively unsuccessful?

Sheila: Overall, I’m not sure if board refreshment methods have been unsuccessful.  I do believe the approach to board refreshment is getting better and more aligned with strategic direction. At least I hope so.

I am not a proponent of arbitrary time frames, although that is a common method to achieve refreshment.

The company is better served when refreshment is aligned with strategic direction and board member contribution. This, however, requires the board to have a robust self-evaluation process in place and to have the strategic forethought to know what skill sets you need now and what you will need to recruit for in the future. It is incumbent on the governance committee to keep this mindset at the forefront of succession planning discussions. If a board member is actively contributing to the strategy and keeping current with the times, is there really a need to force a refreshment due to a time constraint?

Chris: Sheila, thank you for your insights, positive energy, and board service.

Ms. Stamps currently serves on the boards of three public companies – Pitney Bowes, Inc., MFA Financial, Inc., and IQVIA Holdings, Inc.

Of note, Sheila earned a B.S. in Management Sciences from Duke University, an MBA, Finance, from the University of Chicago and completed a Fellowship at Harvard University’s Weatherhead Center for International Affairs. She has been honored by several organizations including, the National Association of Corporate Directors as a 2022 NACD Directorship 100, Directors and Boards Magazine as a “Director to Watch 2022”, Savoy Magazine as one of “2021 Most Influential Black Corporate Directors” and by WomenInc Magazine as a “2019 Most Influential Corporate Directors”.

Chris Clark joined Stuart Levine & Associates as a senior consultant after a distinguished career at the National Association of Corporate Directors (“NACD”). His expertise ranges across a variety of disciplines including corporate governance (with data-driven board assessments, cyber risk diagnostics, and strategic communication audits as cornerstones), conference management, and digital content creation.