Boardroom Governance with Evan Epstein

Peggy Foran: "Corporate Directors Have To Be Their Own Activists"

Episode Summary

In this episode, I talk with Peggy Foran, the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. In this podcast, we discuss her corporate governance career including her takes on board service, corporate purpose and culture, ESG and sustainability, boardroom diversity and composition, in addition to shareholder activism and other lessons for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on this website and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com

Episode Notes

  1. (1:35) - Start of interview
  2. (2:23) - Peggy's "origin story"
  3. (3:04) - Her experience at Notre Dame (BA and JD)
  4. (4:17) - Her progression from Wall St. law firm work to Mellon Bank, JP Morgan, Pfizer, Sara Lee and Prudential.
  5. (6:17) -  Dennis Weatherstone (former CEO of JP Morgan) as a catalyst of #corpgov at the bank in the mid-90s.
  6. (7:00) - Her move to Pfizer, drawn by Terry Gallagher and Bill Steer focus on #corpgov (pre SOX 2002)
  7. (7:50) - The focus on governance in late 1990s - Peter Clapman at TIAA CREF and other institutional investors.
  8. (9:31) - On that first meeting of Pfizer's board leaders with institutional investors in 2007 (Marty Lipton referred to it as "another example of corporate governance run amuck").
  9. (10:51) - On the role of a Chief Governance Officer.
  10. (12:31) - Her transition to serving on boards (previously with the MONY Ground, MONY Life Insurance Company and Occidental Petroleum Corporation. Currently with the Orion Group Holdings).
  11. (16:36) - On the history and focus of Prudential Financial. "It's a company with a purpose, 146 years old, with an incredible partnership and commitment to Newark, NJ."
  12. (19:18) - Her take on the purpose of the corporation and the new BRT statement (2019). "It's nothing new, it was the same at Pfizer, it's a balance."
  13. (23:45) - Her take on b-corps, benefit corporations and public benefit corporations. "We just don't have a robust law and precedent, yet"
  14. (25:05) - Managing the "tone from the top" at the board level. "The culture is ingrained at Prudential."
  15. (28:00) - Her take on ESG. "I think it's always been there." Now it's just gone mainstream. On the environmental side, people like Tim Smith (Boston Trust Walden) and institutions such as CERES have been active for decades on these topics.
  16. (29:23) - On board diversity. "It's really more important to have broader diversity than just gender." This has gone mainstream too.
  17. (33:13) - Her take on climate change and sustainability.
  18. (35:07) - Her take on board education. "It depends: you need a tool box. For some boards it could be writing a memo, for other boards it's inviting outside expertise, and for others it's one of their own who has a specific background." More boards are adding experts in sustainability.
  19. (39:52) - Her thoughts on blockchain technology in corporate governance.
  20. (40:44) - Her recommendation to directors on shareholder activism. "You have to be your own activists." Duty to ask for questions, alternatives and seek long term value. "You're not there for the pastries."
  21. (43:00) - Her favorite books:
    1. The Bible.
    2. To Kill a Mockingbird, by Harper Lee (1960).
    3. Winesberg, Ohio, by Sherwood Anderson (1919)
  22. (43:59) - Her mentors (starting out all family members, her father). Professionally:
    1. Dennis Weatherstone  (ex CEO JP Morgan)
    2. Bill Steer (ex CEO Pfizer), David Shedlarz (ex CFO Pfizer), Karen Katen  (ex Vice Chair Pfizer)
    3. Jane Pfeiffer (from her first board at MONY)
  23. (45:33) - Her favorite quote: "Speak the truth but leave quickly"
  24. (46:81) - Her "unusual habit": cleaning.
  25. (46:35) - The living person she most admires: she looks at people's character.
    1. Sarah Teslik (Partner, Joele Frank)
    2. Elise Walter (ex Chair of the SEC, and director of Occidental Petroleum Corporation)

Peggy Foran is the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. 

She currently serves as an active member of many influential advisory boards including the Council of Institutional Investors, the American College of Governance Counsel, the American Bar Association, Catalyst, the Weinberg Center for Corporate Governance, NACD, the Center for Audit Quality (CAQ), the International Integrated Reporting Council, ICGN, and the Society for Corporate Governance.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License