Board Governance of Larger Private Companies
How are our larger private companies governed? How do the boards of such companies organize themselves? What standards are borrowed from public company practice? What standards are common or unique to this cohort of companies? The governance of private companies is tricky. Closer relationships to controlling private shareholders is common. Long-standing personal relationships between ownership and the board are not unusual. But the fiduciary obligations of private company directors are identical, legally, to fiduciary obligations of public directors. What public company practices and procedures are common to large private companies? How do you deal with the question of "independence" of key committees? Are there differences in board composition, board succession, the contents of board packages, the ability to conduct open discussions and raise appropriate "challenges" to management? What is the experience with dealing with directors who are "representative" of third party investment interests? What is the relationship with inside counsel, if any, and how does that differ from public practice?
A panel of four experienced directors of large privately held companies will explore these issues, and answer questions from the audience. Attendance is appropriate not only for private company directors, but also directors of public companies; public company practices can be illuminated by the way in which they are "processed" in private company governance.
About Our Panel:
Michael D. Jeans is an experienced CEO and board director. He has held general management, marketing and sales roles in professional services, consumer packaged goods, consumer electronics and photographic services industries.
Mike has strong boardroom experience in the insurance, startup technology, and non-profit sectors. He is a director of AMICA Mutual Insurance Company where he chairs the Audit Committee, serves on the Investment Committee, and is past Chair of the Compensation Committee. He is a former Director of Roxy.com, Inc.
Until mid-2015, Mike served as President of the Board of Directors of the Boston Minuteman Council of the Boy Scouts and is currently a member of the board and the Executive Committee of the Spirit of Adventure Council and a Director of the Northeast Region of the Boy Scouts of America. He is a Trustee of the Boys & Girls Club of Greater Nashua (NH), Foundation and a Director of Maine Media College in Rockport, ME. He formerly served as President of the Board of Habitat for Humanity of North Central MA.
Mike previously served as a President and then Chairman Emeritus of new Directions, Inc., a nationally-recognized career management and guidance firm in Boston. He founded and led New Directions’ Board Directorship Program that helped senior executives join corporate boards.
Earlier, Mike was President and CEO of Roxy.com, Inc., a start-up on-line retailer of consumer electronics and telecom products that he prepared for IPO. He was CEO of Nashua Photo, Inc., an international direct marketer of branded consumer photographic services. Mike served as President of Wesson/Peter Pan Foods (a Conagra Company).
Mike was also SVP of Marketing & Sales at HP Hood, VP of Marketing at Hunt Wesson Foods, and VP of Marketing and Sales for Chesebrough-Ponds’ Food Group.
Mike holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a national public company director education and credentialing organization. In 2014, he was honored as the recipient of the Distinguished Director of the Year Award from the American College of Corporate Directors. He has long been active in the Boy Scouts of America and is an Eagle Scout and recipient of the national Distinguished Eagle Scout Award. He earned a BA from The College of the Holy Cross, magna cum laude and an MBA from the Tuck School of Business at Dartmouth College.
Ken Dreyer serves as Executive Vice Chairman and Assistant Secretary of Eliassen Group, LLC. Mr. Dreyer served as the Chief Executive Officer of Eliassen Group, LLC from joining in 2007 to 2010. Prior to Eliassen Group, he consulted to Eliassen Group on matters ranging from strategic planning and account planning to team building for the previous six years. He served as the Chief Executive Officer of Eliassen Group, LLC (also known as Eliassen Group, Inc.) until August 2010. He was responsible for facilitating Eliassen Group's strategic planning and team building; coaching to the leadership team on critical issues relating to personnel, performance, business development and account planning and also assists in orientation and education for new and existing employees. He has over 2 decades of senior executive-level experience. He held positions of Chairman of the Board, Chief Executive Officer and President at a number of highly successful organizations across a variety of industries. He has diverse and real world business experience. Mr. Dreyer has been Executive Vice Chairman at Eliassen Group, LLC since August 2010. He serves on the Board of Directors for the following organizations: Eliassen Group, King Arthur Flour and Merida Meridian.
Ralph Crowley is the President and CEO of Polar Beverages, and Treasurer of the Wachusett Mountain Ski Area, both of which are family owned businesses. In 1992, Crowley became the fourth generation to run privately held Polar, which was founded by Crowley’s great-grandfather, Dennis Crowley, Under Mr. Crowley’s leadership, it has made numerous acquisitions for the rights to manufacture and distribute national brands such as 7Up, A&W, Sunkist, Seagram's, Royal Crown and Diet Rite. The National Association of Corporate Directors New England Chapter honored Polar Beverages as its Private Company Board of the Year in 2013.
In addition to his leadership of Polar Beverages, Crowley is a current or former director of a host of private and civic organizations. Currently he serves on the board of directors and as Treasurer of the American Beverage Association, an organization for which he is a former Chair; The Seven-Up Bottlers’ Association, for which he is Past President; the board of the MA Food Association; the advisory board of Automotive Management, Inc.; the board of the UMASS Memorial Hospital Foundation; the Legal Sea Foods Board of Managers; and he serves on the Visiting Committee for the Graduate School of Management for Clark University.
Previous directorships include service as Chair of the New England Advisory Council for the Federal Reserve Bank of Boston; Honorary Chair of the Special Olympics MA Winter Games; service on the board of Vi-Jon, Inc.; and numerous other civic and non-profit leadership positions. Mr. Crowley received his BA from Bowdoin College in 1973, and his MBA from Clark University, where he graduated Beta Gamma Sigma, in 1978.
Prior to joining Cambridge College, Ms. Jackson served for nearly a decade as CEO of the American Red Cross of Eastern Massachusetts, one of the nation's largest Red Cross units. Prior to that experience, Ms. Jackson served as Vice President of the Boston Foundation where she managed its $50 million grant and initiatives program. She has also held the positions of Senior Vice President at Boston Children’s Hospital, and President and CEO of Morgan Memorial Goodwill Industries, Inc. Throughout her career, Ms. Jackson has served and continues to serve on numerous commissions, task forces and boards including the Boston Green Ribbon Commission; the Mayor’s Task Force to Eliminate Racial and Ethnic Disparities in Health Care; the “City to City” program focusing on national and global best practices for urban policies; the American Red Cross National Diversity Advisory Council; Eastern Bank and the Eastern Bank Charitable Foundation. Ms. Jackson served for over 15 years on the board of the American Student Assistance Corporation, the nation’s first student loan guarantor agency; and has been on the boards of Roxbury Community College, Boston College Carroll School of Management Advisory Board, Northeastern University Corporation, Milton Academy and Harvard Pilgrim Health Care. She also serves on The Board of Directors of the Association of Independent Colleges in Massachusetts. In May of 2014 she received an Honorary Doctor of Humane Letters Degree from Curry College. In June 2015, President Jackson will be appointed as Chair of the Board of the Association of Independent Colleges and Universities in Massachusetts (AICUM). Ms. Jackson has been the recipient of numerous awards including the Greater Boston Chamber of Commerce Pinnacle Award for Achievement in Management, Boston Magazine’s “100 Most Influential Women in Boston,” El Planeta Newspaper’s “100 Most Influential People for Latinos,” and she has been inducted into the Women’s Business Hall of Fame. She was a 2009 Barr Foundation Fellow; a Senior Fellow at Boston University's Graduate School of Business/Institute for Non-profit Management and Leadership; and was a Fellow of the British-American Project of Johns Hopkins University School for Advanced International Studies.
NACDNE February 2016 Panelist Takeaways
Location and Time
Boston Harbor Hotel, Wharf Room
70 Rowes Wharf
Boston, MA 02210
Program: 7:30 AM - 9:00 AM
Registration Begins 30 minutes prior.