a seat at the table - ewnj · 2019-10-29 · about this report a seat at the table, a report on...

A Seat at the Table: Celebrating Women & Board Leadership

Arriving, Belonging, Succeeding

OCTOBER 2019

About Executive Womenof New Jersey

Founded in 1980, Executive Women of New Jersey

(EWNJ) is the leading senior-level executive

women’s organization that is committed to

increasing the presence of women serving on

corporate boards and in the top leadership of

New Jersey companies. To this end, we publish

this biennial report, in collaboration with PwC,

on the number of women on boards and in the

senior governance of publicly traded companies

in New Jersey. This report is the only one of its

kind in the state.

Under the leadership of our Board Appointments

Committee, EWNJ actively advocates for gender

diversity on corporate boards and in positions of

senior executive leadership. Through our work,

we help prepare our members to be exceptional

board candidates and we supply qualified

candidates to boards that are seeking applicants.

We host an array of events designed to offer

corporations and women executives education,

prime networking opportunities, to amplify our

gender diversity advocacy efforts. We also raise

funds for our Graduate Merit Award Program,

which is focused on establishing a pipeline of

future women leaders. As the largest provider

of scholarships to non-traditional graduate

students in New Jersey. We are proud to have

awarded over $1.3 million to deserving women

candidates over the last 30+ years.At PwC, our purpose is to build trust in society and solve important problems.PwC is a network of firms in 158 countries with over 250,000 people who arecommitted to delivering quality in assurance, advisory and tax services. Findout more and tell us what matters to you by visiting us at www.pwc.com/us.

This content is for general information purposes only, and should not be usedas a substitute for consultation with professional advisors.

© 2019 PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.

Table of Contents

About this Report 1

A Message from PwC 2

A Message from EWNJ 3

Executive Summary 4

Creating a Culture of Diversity 7Carla Harris

Leadership in Action 8Shirley Jackson and Michelle Edkins

Leadership in Action 9Sharon Leite and Gail Mandel

Women Directors and 10Executive Officers

Board Seats, Executives 14and Top Earners

Project Methodology 16

Acknowledgements 17

About this Report

A Seat at the Table, a report on advancing gender diversity in New Jersey’s corporateboards, is produced by Executive Women of New Jersey in collaboration with PwC. In

this, our fourth report, we provide statistics on the representation of women on the boardsof the 100 publicly held New Jersey companies in the Russell 3000, as well as data onwomen in CEO and executive officer positions, highlighting those women who have attained the highest levels in their respective companies.

From our inaugural report, in 2013, we have focused on documenting the state of gender diversity in boardrooms. The theme of this year’s report is “Arriving, Belonging, Succeeding.” This theme is meant to capture the fact that though some companies areonly beginning to understand the value of board diversity, for many others, this is nolonger a question. The business case for diversity has been made. In the companies wehighlight here, women have not only arrived, they have come to belong as board members,and now serve in numbers sufficient to ensure their full participation and success.

We hope this report will continue to encourage companies to add women to their ownboards and demonstrate how sitting board members, CEOs and nominating committeechairs can do their part to advance women and increase diversity.

To illustrate successful strategies for achieving board diversity and the challenges that remain, we interviewed five business leaders who have helped to foster gender diversity oncorporate boards. We explore their strategies for encouraging companies to diversify theirboards, their experiences as board members, and their work to advance women candidates.We end with a list of practical recommendations for companies seeking to diversify theirboards and for those who aspire to be members of corporate boards.

We congratulate the 30 New Jersey companies that have achieved significant board gender diversity in having three or more women on their boards. We continue to call on all New Jersey companies to accelerate the pace of change and give more women A Seat at the Table.

1A Seat at the Table: Celebrating Women & Board Leadership

2019 EWNJ Gender Diversity in Corporate Boards and Leadership Report

Executive Womenof New Jersey2019 – 2020 Board of Directors

Barbara E. Kauffman, MSPresident

Anna María Tejada, Esq.President Elect, Seat at the Table Co-Chair

Christal McElroy, CPA, MBA Treasurer

Carolyn Dolci, CPAAssistant Treasurer

Dorothy Bolinsky, Esq.Secretary

Michellene Davis, Esq.Immediate Past President

Faith TaylorBoard Appointment Committee Chair/Seat at the Table Co-Chair

Shacara Delgado, Esq.Governance Committee Chair

Susan Dromsky-Reed, Esq.Scholarship Committee Chair

Ellen McSherryMembership Committee Chair

Nicole Alexander, Esq.Professional Development Chair

Chrissy ButeasPrograms Committee Chair

Amy CradicPublic Relations Committee Chair

Mary Clare GarberPolicy Committee Chair

Baldeep DuaMember-at-Large

Elizabeth Garner, MDMember-at-Large

Shirell Gross, Esq.Member-at-Large

Courtney McCormick, Esq.Member-at-Large

2


A Message from

PwC is proud to work with Executive Women of New Jersey in this fourth study ofwomen on New Jersey’s public company boards.

Since the 2017 study, New Jersey companies have made advancements in the number of women on their boards. For example, our 2019 study identified 26 New Jersey companies with three or more women directors, up from 22 companies in 2017. Underscoring the momentum of change, another group of companies added women directors between their fiscal year-end and as of their annual meeting, increasing thenumber of companies with three or more women directors to 30. Additionally, the number of board seats filled by women for New Jersey companies increased from 152 of 900 board seats (16.9%) in 2017 to 175 of 966 board seats (18.1%) in 2019.

PwC’s 2018 Annual Corporate Directors Survey found that the vast majority of directorsagree that board diversity brings unique perspectives to the boardroom (94%) and enhances company performance (84%)*. And when we asked what attributes were important to their boards, 46% of directors ranked gender diversity as being very important - the highest figure since we first asked the question in 2012.

However, while diversity and inclusion efforts are a priority for many companies, two-thirds (66%) of directors agree that companies should be doing more to promotegender/racial diversity. In the area of talent management, the most commonly identifiedareas for improvement relate to workplace diversity, with 45% of directors saying thattheir company does a fair or poor job of developing diverse executive talent.

While the movement to change this landscape is slowly gaining momentum, continuedfocus remains important. Shareholder influence continues to grow and activist shareholderscontinue to target a broad range of companies, keeping directors on their toes. In response to all of this, directors are stepping up and embracing change. They are listeningmore, learning more, contributing more, and are more engaged.

Similar to EWNJ, PwC has a long-standing commitment to diversity and inclusion. As a firm, our strategy for success is to hire talented individuals. Our diversity initiatives aredesigned to attract, develop, and advance these individuals regardless of their race, sexualorientation, religion, age, gender, disability status or any other dimension of diversity.

We congratulate the companies that are making strides toward achieving critical mass ingender diversity in the boardroom and look forward to continuing to work with EWNJin promoting increased gender diversity on corporate boards in New Jersey.

Best regards,

B. J. AgugliaroManaging Partner - New JerseyPwC

*PwC, 2018 Annual Corporate Directors Survey, October 2018.

3


A Message from

Executive Women of New Jersey (EWNJ) is extremely proud to present our fourth biennial reporton the number of women serving on corporate boards and in the senior governance of public companies in New Jersey. This groundbreaking report is the only one of its kind in the state ofNew Jersey and is based on research performed by PwC.

In this report, we explore the process of women “Arriving, Belonging, Succeeding”. It traces the journey of a woman’s rise through the ranks to earn a board position, the work it takes to understand the responsibilities of holding such a position, and how to thrive while trailblazing forfuture women leaders. We not only look at current data and historic trends, but also measure thebiennial progress of women gaining access to board appointments and top corporate leadershiproles. While progress has occurred, this edition seeks to provide companies with insight andstrategies for improving gender diversity and inclusion. To this end, it includes interviews withbusiness leaders who are helping to facilitate the process and those that have made a significantimpact. It also offers guidance and concrete recommendations that companies can utilize to enableequal access to opportunities for women.

In this edition, we focus on the role of shareholders, investors and consumers in accelerating thepace of gender diversity on boards. In recent years, there has been a growing trend of these external influences advocating for and, in some cases, legislating a greater level of gender parity and our report includes interviews with these key stakeholders. It also underlines the tremendous corporatesocial value that gender diversity brings and its positive impact on corporate governance and culture.Companies with more women on their boards not only have stronger financial performance butalso have fewer governance-related issues such as bribery, corruption, shareholder battles, and fraud.

In keeping with the goals of the report, EWNJ is able to connect New Jersey’s board-readywomen with opportunities to serve by leveraging its network of high-achieving members andthat of its strategic partners. We are one of the leading senior-level executive women’s organizations that is committed to increasing the presence of women on corporate boards and in the top leadership of companies. To this end, we host an array of events designed to educateand offer women executives prime networking opportunities to amplify our gender diversity advocacy efforts. We also raise funds for our Graduate Merit Award Program, which is focused onestablishing a pipeline of future leaders. As the largest provider of scholarships to non-traditionalfemale graduate students in New Jersey, we are proud to have awarded over $1.3 million to deserving women candidates over the last 30+ years.

This report is an important part of our ongoing efforts to increase the presence of women in the executive ranks and boardroom. Lastly, it illustrates our commitment to ensure that we will continue to see more New Jersey women with a “Seat at the Table.”

Barbara E. Kauffman, MSPresident of EWNJ, and Executive Vice President & COO, Newark Regional Business Partnership

Anna María Tejada, Esq. Faith TaylorPresident Elect and Co-Chair, A Seat at the Table Chair, Board Appointments Committeeand Partner at Kaufman Dolowich & Voluck, LLP. and Co-Chair, A Seat at the Table,

and Professor at Feliciano Business School of Montclair State University

Executive Summary

4


As in our last report in October 2017, women remain under-represented on corporate boards in New Jersey companies and inthe US. This is despite the well-established business case, whichdemonstrates that companies that have boards with higher numbers of women deliver better returns on equity, sales, and capital.1 There are continuing signs of improvement; a recent report by Spencer Stuart, one of the world’s leading executive searchfirms, finds that women’s representation among new Fortune 500directors rose from 32% in 2016 to 40% in 2018, the highest levelsince the firm began collecting data.2 Board diversity continues toimprove at the most rapid pace in the biggest companies. In 2018,the percentage of women directors in the largest Russell 100 companies was 25.3%; in the smaller Russell 2001-3000 companiesit was 13.0%.3

Women directors in New Jersey’s top companies (the 100 in theRussell 3000 index) lag behind the national average. As of the firstquarter of 2019, women held 19.3% of all board seats in Russell3000 companies, compared to 18.1% of seats in New Jersey.4

Sixteen of these New Jersey companies have no women on theirboards at all, down from 2017, when 22 companies had nowomen. Of these sixteen companies, it is worth noting that four(25%) had nominated women for election as directors as of theirnext annual meetings.

In this report, Executive Women of New Jersey again celebrates thecompanies that have achieved a significant level of gender diversityand issues a call to action to the remaining companies to acceleratethe pace at which they are diversifying the boardroom.

Executive SummaryEWNJ’s 2019 survey was based on research done by PwC. We use the findings from 2017 survey as benchmarks against which to measure this year’s findings. Here is what we found when we examined the 100 New Jersey companies on the Russell 3000 as of 2019:

• Of 965 board seats in 100 companies, 175, or 18.1%, wereheld by women. This is an increase in women board membersover 2017, when women held only 17% of seats.

• The 20 NJ Fortune 500 companies within the Russell 3000did slightly better, with 58 of 226 board seats, or 25.7%,filled by women. This is an increase over 2017, when womenin these companies held 23.6% of board seats.

• Sixteen of the 100 companies, or 16%, had no women directors.This number has been declining steadily. In 2015, this was trueof 25% of companies. By 2017, this number was 23.2%.

• All of the 20 NJ Fortune 500 companies in the Russell 3000had at least one woman director. This was also the case in 2017.

While many of these numbers have improved slightly since 2017, wehave a long way to go before women achieve parity. It is worth notingthat some New Jersey companies have reached this mark, however.American Water, for many years the only company in this report

whose board included 50% women, has this year been joined by twoothers: Innophos Holdings and Tabula Rasa Healthcare.

We commend the 30 New Jersey companies who are leading the wayin board diversity by having three or more women among theirboard members. But there is much left to be done.

Diversifying Corporate Boards–Arriving, Belonging, SucceedingIn our 2017 report, we focused on the role of outside forces in encouraging companies to diversify their boards. At that time, largeinvestors, such as State Street Global Advisors, BlackRock, VanguardGroup, and Fidelity had begun to flex their power as major institutional shareholders to “constructively engage” with companiesaround the case for diversity. This conversation swiftly turned to action. During the 2017 proxy season, these four companies combined cast more than one million votes in board director electionsfor the Russell 3000. Supporting votes were withheld from 6.1% of the candidates, or almost 1,000 directors.5 Though not all thesenegative votes were taken on the basis of a lack of board diversity,this issue has clearly taken on considerable weight in these investors’assessments of good corporate governance.

A similar conversation around board gender diversity has also beenongoing in Europe, where the strategy for solving this problem hasfocused less on persuasion than on legislation. Many EU countriescurrently impose mandatory quotas (e.g., or the percentage ofwomen on boards) of 30% or more on companies headquarteredwithin their borders. Perhaps the most dramatic success has come inFrance, which in 2011 mandated that its 40 largest companies haveat least 40% women on their boards by the end of 2017. As of theend of 2018, women’s representation had topped 44%.6

In the US, business and political leaders have historically been opposed to quotas, focusing instead on voluntary targets and constructive dialogue. This changed in September 2018, whenCalifornia passed a law mandating that all publicly listed companieswith headquarters in the state have at least one woman on theirboard of directors by the end of 2019. The law was passed in response to the slow pace of change, with legislators noting that at the current rate, “it will take 40 or 50 years to achieve genderparity, if something is not done proactively.”7

In this year’s report, we focus on the progress generated by the efforts of these multiple actors, as well as those areas, where changehas been painfully slow. To get a range of views, we interviewedCEOs (Sharon Leite, CEO of Vitamin Shoppe, and Gail Mandel,former CEO of Wyndham Destination Network), board members(Carla Harris, Vice Chairman, Managing Director and SeniorClient Advisor at Morgan Stanley and Shirley Jackson, Presidentof Rensselaer Polytechnic University), and the global head of the stewardship team for the world’s largest asset manager (MichelleEdkins, Managing Director of BlackRock). Drawing on their experiences, we provide strategies for arriving, belonging and succeeding in the boardroom.

A Seat at theTable: Celebrating Women & Board Leadership

THE ROLE OF LEGISLATIONThough California is the first US state to mandate a board quota forwomen – and to impose a $100,000 fine on companies that do notcomply - it was not the first state to pass such legislation. Beginning in2015, Massachusetts, Illinois, Pennsylvania and Colorado passednon-binding resolutions encouraging companies to diversify their boards.

As of this writing, New Jersey is considering a bill that would makeit the second state in the nation to mandate board diversity. BillA4726/S3469, introduced in November 2018, requires that by December2021, “any publicly held domestic or foreign corporation whose principalexecutive office is located in the state shall comply with the following, or face a $100,000 fine for a first violation, $300,000 for a second:(1) a corporation with six or more directors shall have a minimum

of three female directors;(2) a corporation with five directors shall have a minimum of two

female directors; or(3) a corporation with four or fewer directors shall have a minimum

of one female director.”Our analysis of data from the New Jersey’s top companies indicates thatto comply with this law, companies would have to add 136 women totheir boards during the next two years.

THE IMPORTANCE OF NUMBERSWhether recent legislative efforts are the beginning of a trend for the USremains to be seen. Most advocates for board diversity in this countryhave focused on the adoption of voluntary targets and recognition, as in the 20 by 2020 initiative, or the Women’s Forum of New York, whichaims for board gender parity by 2025, or efforts like this report, whichrecognizes those companies with three or more women on their boards.

It is undeniable, however, that while some companies are beginning toapproach targets around a critical mass of gender diversity on theirboards, progress on racial and ethnic diversity has been much slower. Of5,670 board seats in Fortune 500 companies in 2018, minority women(defined as African-American, Hispanic, or Asian/Pacific Islander) held207, or 4.6%. In 2010, minority women held 161 seats, or 2.9%.Board representation has increased most dramatically for Asian/PacificIslander women, who held 18 seats in 2010 and 44 seats in 2018 (an increase of 144%). Progress has been much slower for African-Americanwomen, from 105 seats in 2010 to 122 in 2018 (+16%), and almostnon-existent for Latinas, from 38 seats in 2010 to 41 in 2018 (+7.9%).This compares to an 18.4% increase for white women (from 695 seatsin 2010 to 823 seats in 2018).8

5


There is also evidence that the pool of minority women candidates onwhich companies are drawing is smaller than for white men. This is captured by data on the “refresh rate.” For example, if each board member were on only one board, the refresh rate would be 1. In 2018,the overall refresh rate for Fortune 500 companies was 1.22, meaningthat on average, board members serve on 1.22 boards (5,670 availableseats were filled by 4,656 members). For white men, this numberwas a bit lower, at 1.19. For African-American women, however, therefresh rate was 1.39, for Hispanicwomen, 1.36, for Asian-Pacific Islander women, 1.22, and forwhite women, 1.24. It is alsoworth noting that the highest refresh rate for any group, 1.41,was for African-American men.These higher rates for women andminority directors demonstratethat companies are more likely toinvite the same candidates to serveon multiple boards than they arefor white men.9

The usual argument for the lownumbers, higher refresh rates,and overall lack of progress onminority representation onboards has been the pipeline.This is the notion that there aresimply too few candidates at thehighest levels in corporations,certainly among public companyCEOs. And indeed in 2019,there were 33 women CEOs ofFortune 500 companies. At themoment, just one name on thelist is a woman of color: Joey Watof Yum China.

Yet none of those we interviewedsee the lack of women CEOs as an excuse. Instead, they urge companies to cast a wider net, tolook beyond the CEO suite, oreven the C-suite. Data on new directors in 2018 bears out thewisdom of this advice; companieswho successfully recruited newminority directors found them inprecisely these positions. Minoritydirectors were more likely thannon-minority directors to be line and functional leaders in corporations — 19.5% versus11% — and less likely to be anactive or retired CEO-level leader,32% versus 36%. The same was

New Jersey Companies Leading the Way in Boardroom Gender DiversityAmerican Water Works Company, Inc.Amneal PharmaceuticalsAscena Retail Group, Inc.BD (Becton, Dickinson and Company)Bed, Bath & BeyondBurlington StoresCampbell Soup CompanyCelgene CorporationCIT Group Inc.Covanta Holding CorporationHoneywellInnophos Holdings Inc.John Wiley & Sons Inc.Johnson & JohnsonMack-Cali Realty CorporationMerck & Co., Inc.Middlesex Water CompanyNew Jersey ResourcesNewell BrandsOceanFirst FinancialPeapack-GladstonePrudential Financial, Inc.PSEGPTC TherapeuticsQuest Diagnostics IncorporatedRealogy Holdings Corp.South Jersey IndustriesTabula RasaThe Children’s Place, Inc.Verisk Analytics, Inc.

HOW DOES NEW JERSEY COMPARE?BOARD SEATSFILLED BY WOMEN

WOMENEXECUTIVEOFFICERS

WOMENHIGH

EARNERS

WOMENCEOs

USA Russell 3000 (2835)a, b 17.7% 5.1%

NJ Russell 3000 (100)e 18.1% 19.7% 12.7% 5.0%

Fortune 500 (500)f 22.5% 26.5% 11.0% 5.4%

NJ Fortune 500 (20)g 26.5% 21.0% 14.2% 0.0%

a Board seat data are from 2018, from 20% by 2020: Women on Boards, https://www.2020wob.com/bData on CEOs are from 2018, and come from Factset, https://insight.factset.com/which-russell-3000-sectors-rank-highest-in-terms-of-gender-diversity-in-leadership-positions

c Information unavailabled Information unavailableeThese numbers come from data compiled from SEC Proxy Filings for from SEC Proxy filings for 2019, or prior, for the 100 NJ Russell 3000 companies as of July 10, 2019.

f All numbers from Catalyst are from 2019, current as of January, 2019, https://www.catalyst.org/research/women-in-sp-500-companies/

g Includes the NJ F500 companies that are also in the Russell 3000 as of July 2019

— c — d

*

*

*

*

* Counts of board members in this reportand our past reports have been presentedas of a company's fiscal year end. In 2019,there was considerable appointment activity between the end of the fiscal yearand annual meetings, with 28 womennominated to stand for election as directors. Including the women who wereappointed as of annual meetings increasesthe total count of NJ Russell 3000 companies with three or more women on their boards by four, to a total of 30.

Executive Summary / Recommendations for Change

6


also true for new women directors, who were more likely than theirmale peers to be line and functional leaders (20.5% versus 7%) andfinancial executives (13.5% versus 10%), but half as likely to be at theCEO level (active and retired CEOs, chairs, vice chairs, presidentsand COOs) — 21% versus 45%.10 Increasingly, companies who lookbeyond the usual suspects are reaping the dual benefits of broad experience combined with broad perspectives of a diverse board of directors. EWNJ is proud to salute those companies.

Recommendations for Change To improve gender diversity on boards, it is critical for CEOs,Board Members and nominating committees to identify candidatesfrom beyond the narrow pool of CEOs from which most boardmembers have been chosen. Drawing on our many years of research on this topic, we offer lessons learned about strategiesthat work.

FOR COMPANIES:

• Companies must be intentional about their commitment to diversity.Make sure at least one woman is under considerationon every slate. If the pool does not include at least one woman,reopen the search for a candidate.

• Look beyond sitting or retired CEO’s or those who have already served as board members. Achieving diversity requireslooking in new places for qualified potential board members. Lookbeyond internal, informal networks for qualified candidates.

• Board directors should identify senior and mid-level women intheir companies who have the potential to serve as board directors.Once these women are identified, serve as sponsors for them tohelp them achieve the skills needed for board service.

• Boards should adopt strategies to minimize bias in the selection and evaluation of board candidates. Research showsthat unconscious gender biases may influence evaluations of equallyqualified men and women in ways that disadvantage women.11

• Companies should consider adopting transparent governance principles like those endorsed by the InvestorStewardship Group (https://www.isgframework.org/). Theseprinciples not only highlight the value of diversity, they arefundamental to good corporate governance.

• Do not accept the myth of the empty pipeline. Companiesthat have been successful in adding women and people of colorto their boards have cast a wide net, looking to highly qualifiedbusiness line and functional leaders. And once you find thosecandidates, make sure they have the tools to succeed.

TIPS FOR WOMEN WHO ASPIRE TO BE ON BOARDS:

• Build networks with people who are already on boards, menand women. Board appointments often rely on informal networks and word of mouth connections. You may not knowwhether someone is (or in the future, may be) on a board.Make those connections wherever you can.

• Prepare a narrative about your skillsets. Identify the strengthsyou would bring to a board. Prepare a clear and compelling narrative you can give to those in your network so they are prepared to put you forward as a candidate.

• Find companies that share your values and philosophy. You willwant the right fit for your board members, so do research onthose companies you feel you would be most suitable for yourbusiness approach.

• Let people know WHY you are interested in serving on aboard. Identify for yourself the reasons you want to serve on aboard and let others in your network know why you want to serve.

• Connect with Executive Search Firms. These often are usedfor board placements, so make sure you are in their databases.Seek out resources such as those provided online by executivesearch firms.

• Start Small. Experience on boards of non-profits or smaller companies can give you insight into the inner workings ofboards. These boards can be a good jumping off point for bigger opportunities later.

• Help other women succeed! As you move through your career,remember to give back to those women who will be followingyou up the ladder. Joining women’s business associations canhelp give you connections to more senior women as well asthose entering the business world. EWNJ offers many programsrelating to board service and membership provides access to a network of women with deep knowledge, connections andcamaraderie in the search.

REFERENCES: 1 Wiley, Carolyn and Mireia Monllor-Tormos. 2018. “Board Gender Diversity in the STEM&F Sectors: The Critical Mass Required to Drive Firm Performance.” Journal of Leadership & Orga-nizational Studies 25(3):290–308. Lee, Linda-Eling. 2016. “The Tipping Point: Women on Boards and Financial Performance.” https://www.msci.com/www/blog-posts/the-tipping-point-women-on/0538249725

2 Spencer Stuart 2018. “Board Index.” Obtained Online at: https://www.spencerstuart.com/research-and-insight/ssbi-20183 2020 Women on Boards Gender Diversity Index, 2018 Progress of Women Corporate Directors by Company Size, State and Industry Sector,https://www.2020wob.com/sites/default/files/2020WOB_GDI_Report_2018_FINAL.pdf

4 https://www.equilar.com/reports/66-equilar-q1-2019-gender-diversity-index.html5 Fox, Brooke. 2017. “‘Against’ Votes by Institutional Investors Spike.” Agenda: A Financial Times Service, December 18. Online: https://www.astfinancial.com/media/373818/against-votes-by-institutional-investors-spike.pdf

6 https://fortune.com/2018/12/03/board-diversity-france/7 California SP 864, p 2.8 Alliance for Board Diversity. 2018. Missing Pieces Report: The 2018 Board Diversity Census of Women and Minorities on Fortune 500 Companies.9 Alliance for Board Diversity, ibid.10 Spencer Stuart Board Index, 2018, ibid.11 Banaji, Mahzarin R. and Anthony G. Greenwald. 2016. Blindspot: Hidden Biases of Good People (New York:Bantam Books).

Creating a Culture of Diversity

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Carla Harris is an internationally recognized business leader, author, accomplished singer (she has released three albums), and

also a board member. In 2013, she was appointed by President Barack Obama to chair theNational Women’s Business Council. And in 2017, she joined the board of Walmart, forwhich she serves on the Compensation and Management, Strategic Planning and Finance,and Nominating and Governance committees.

She has a straightforward list of recommendations for women who aspire to board membership. “Number one, make sure people know you're interested in being on a board,because you never know who’s on the board, and you never know who’s going to get asked bysomebody who’s on a board. Number two, have people inyour network who are on a board. Traditionally, the waymost boards have been populated is that they talk amongthemselves and say, ‘Jim is retiring next year, and we needsomebody.’ That conversation will happen in the board-room, and then all the members are thinking about who’sin their network. The third thing is to make sure executivesearch firms who do a lot of board placements are aware ofwho you are, that you’re in their database. Because often,companies will go to an executive search firm and say,‘We’re looking for a board member. Here’s the profile.’ Andyou want to be among those they pick out for a short list.”

For most board members, the path to the boardroom runsthrough the leadership ranks in their own careers. Harrisbelieves companies are being more deliberate about diversifying their leadership along all dimensions, includinggender, and she sees that intentionality as crucial in ultimately moving the needle on board diversity. Recruitingis not the end of the process, however. Company leaderswho bring on diverse executives must also give them thesupport to succeed. “You have to be intentional about lateral recruiting. To do that well, you’ve got to guardagainst organ rejection. When I say that to someone, theysay, ‘Organ rejection?’ I say, ‘When you have a kidney transplant, doctors prescribe drugs to make sure that the body holds onto the kidney. Though the body needs the kidney, it willnaturally expel that which is foreign.

It’s the same way when you are doing lateral recruiting. When you bring somebody in laterallyand you’re not super intentional about making sure they are successful, they’re going toleave. And then you’re going to create a narrative and say, ‘Oh, it wasn’t the right fit. It didn’tquite work.’ And I submit to you that it wasn't the wrong fit, because anytime you bring ina senior person, they go through fifteen different interviews. I would humbly submit that you didn’t make a recruiting mistake. If they made it through that process, they’re the rightperson, but something’s going on in the house where they didn't stick. And that’s the thingyou need to check.

Among other things, you need to make sure these people get the right sponsorship. The rightperson has to extend some of their capital to them. So when that new person is in a meeting,I say, ‘You know, what are you thinking about this? Great idea. That’s awesome.’ You got togive that person a lot of public support, and you got to also give them the tools of the trade.”

Though progress in diversifying the boardroom has sometimes been slow, Harris is “bullish”about the prospects for success. She sees a role for a range of strategies, from continuing to makethe business case to outside pressures on companies to change. “I won’t say that the businesscase has been made, done, signed, sealed, delivered, we don’t have to talk about it more. I’mnot saying that. I’m saying you’ve got to keep producing data, because those who don’t hugthe value of diversity will hug the data, because the numbers don’t lie. So I think we have tocontinue to report on it. We have to continue to have mandates, we have to continue to havetargets. I love what California did by saying, ‘Okay, let’s quit talking about it, let’s do it.’”

Carla Harris Vice Chairman, Managing Directorand Senior Client Advisor, Morgan Stanley

If you want to be on aboard, develop a narrativeso that it’s easier for peopleto position you. Knowwhat industries you’re interested in. So if you say,‘I’m interested in boardwork, and I’m interestedin these three verticals,and here’s what I think Iwould bring to the board,’and somebody calls me thisafternoon, I can regurgitateexactly the narrative youjust gave me. I tell people,‘Don’t make people work that hard. Givethem the narrative.’

“

”

New Jersey by the Numbers

Key Findings for 2019* and 2017

Percent of Director Seats

Held by Women

Percent of Director Seats

Held by Womenin NJ Fortune 500

Companies

Number of Companies with

No Female Directors

Percent of Female

Executive Officers

Percent of Companies with

No Female Executive Officers

Number of Companies

with a Female CEO

Percent of Female

Top Earners

Percent of Companies with

a Female Among the Top Earners

+1% points

+2% points

-6

No Change

+1% points

-2

+1% points

+1% points

Change

*These percentages come from data compiled from SEC proxy filings up to July 10, 2019 for the 100 NJ Russell 3000 companies.

2019

17%

24%

22

20%

19%

7

12%

48%

2017

18%

26%

16

20%

20%

5

13%

49%

Leadership in Action

8


Despite having served on the boards of a dozenpublicly traded companies, Shirley Jackson’s

path has not been the usual route from the C-suite to the boardroom. She is a nuclear physicist by training, the first African American woman in theUS to earn a Ph.D. from MIT (in 1973) and the second to earn a Ph.D. inPhysics. During her career as a research scientist, she worked at Bell Labs and on the faculty of Rutgers University. In 1995, she was appointed byPresident Bill Clinton to chair the US Nuclear Regulatory Commission,

becoming the first woman and first African American to hold that position. She became President of Rensselaer Polytechnic Institute in 1999. She currentlyserves on the boards of IBM, Federal Express, and PSEG.

Jackson’s first board memberships camethrough a combination of expertise and important connections. “I have never solicited or tried to get onto a board. I havealways been approached. My route wasatypical because I started when I was apracticing research scientist. I joined theBoard of New Jersey Resources in 1982.Around that time, I was appointed by Governor Tom Kean as a founding memberof the New Jersey Commission on Scienceand Technology. It’s from there that I metRalph Izzo, current CEO and chairman of PSEG. I was asked to join the Board of

PSEG partly because of my scientific background in nuclear physics,and PSEG operated a number of nuclear power reactors.”

She has held a range of positions on boards, including serving as nominationsand governance chair for several Fortune 500 corporations. Jackson believesboard diversity is taking on increasing importance, though progress in someareas has been slower than in others. To those who see the pipeline as theproblem, she believes companies should be (and many are) taking a broaderview. “Everyone recognizes that you don’t look around and see a huge crowdof minority CEOs with major publicly traded companies, or even womenfor that matter, but it’s changing a little faster for women than it is for ethnicminorities. The fact that women and cultural and ethnic minorities are notin those positions has had an effect on pool availability. But that also meanscompanies have to be more aggressive and assertive about looking, and morecompanies are doing that.”

For women who aspire to be on boards, her advice is to seek visibility throughaccomplishment. “It's always a question of making a mark in whatever arenaone is in. That may not come from having been CEO of a publicly tradedcompany. It could come from another arena. Most boards are looking for accomplishments, intellectual ability, multicultural sophistication and a national and global perspective. So, one can have an aspirational interest inbeing on a board, but having an invitation to join a board will come fromwhat one accomplishes in one’s own arena.”

Shirley JacksonPresident, Rensselaer Polytechnic University

BlackRock is the world’s largest investmentmanagement corporation and an influential

player in efforts to increase diversity on corporate boards. Michelle Edkinsleads the company’s investment stewardship team, whose work she describesas: “encouraging companies to adopt the business practices we believe areconsistent with their ability to deliver long-term sustainable financial returns.In that process, we engage companies about how they think about boardleadership and broadening the pool of directors to ensure that they have notonly the best people at the table, butpeople drawn from a wide range of experiences and expertise.”

Diversifying boards, Edkins believes, ispartly about getting corporate leadersto think differently about how they recruit and to adopt practices that produce diverse candidate slates. “It isreally important to be deliberate aboutdeveloping the pipeline, about identifying candidates beyond theusual suspects and really making an effort to ensure that your network as adirector is diverse and being refreshed.Because refreshment of that communitygives you insight into skills and talentand the gaps within the board.”

Women of color occupy fewer than six percent of Fortune 100 board seats,and Edkins believes rethinking recruitment practices is even more importantif companies are to increase these numbers. In response to the oft-repeatedclaim that there are too few qualified candidates, she explains: “Findingwomen of color is only a harder task if you keep looking in the same placesyou've never found women of color before. You’re setting yourself up to notsucceed. If you look in your average all-male golf club, well… The point isthere are a lot of very high-caliber potential directors and you just have tolook in different places. Some boards may have to bring in a first-time director. Really this is an opportunity for boards to bring in new directors, to have someone come in who will see things differently.”

For women who aspire to serve on corporate boards, Edkins emphasizesthe importance of strategic networking: “You need to think carefullyabout how you build out your network. One of the mistakes that alot of women make when they’re trying to get into director world isthey focus a lot on their women director networks. That’s an importantpart of having a network. But there are very, very few women nominating and governance committee members and even fewerwomen chairs. You need to be building networks with people whoare making these decisions. You should be able to articulate why youwant to be a director, to explain how your experience and expertisetranslate into the boardroom context. And then you need peoplewho are in a place to deploy that information on your behalf.”

Michelle Edkins Global Head, Investment Stewardship Team, BlackRock

Targets around diversityare an interesting strategy,if they’re goals as opposedto requirements. I don’tthink companies wish tothink of them as quotasbut rather as goals tostrive for. A number of thecompanies for which Ihave served as directoralso have high levels of diversity in their corporateranks. My experience hasbeen that when companiescommit to pursuing diversity, they pursue itintentionally.

“

”

I really do see signs ofchange. And I think theexcuses are getting fewerand farther between. People are speaking upmore where they see poorpractice. I think a lot ofparties have played a rolein it. The important thing is that we all continue to play a role...until the reason westopped talking about it is that it truly is no longeran issue.

“

”

9


Sharon Leite has been CEO of Vitamin Shoppesince 2018 and has served as an Outside Director

of Tandy Leather Factory, Inc. since 2017. Her account of how she came tobe on the Tandy board underlines the importance of networks, but also how leadership change and board turnover can create opportunities. “I wasreferred by an ex-colleague. They were looking to change up the board at thetime. Shannon Green came in as CEO and she and the CFO, Tina Castillo,were looking for people to fill the board. They were looking for people who

actually had run businesses before, whichmade me a good candidate.” It is likely nocoincidence that, at the time, both the CEO and the CFO of Tandy were women.Tandy’s current board has four women directors (50 percent), including a newly-hired CEO, Janet Carr.

One of the lessons of her experience withTandy, Leite believes, is that meaningful increases in board diversity will challengethe way things have always been done.“With a lot of boards, it’s based on relationships. Sometimes there’s not even an interview process. I think it’s a little bitof a secret of how to get on a board. As longas the expectations around how board seatsare filled don’t change, I don’t know thatyou're going to get diversity. Turnover isalso an issue. Some people have been onboards for years and years. Turnover createsopportunities for companies to make diversity a priority.”

Like others we interviewed, Leite underlinesthe importance of networks for accessing board positions, but she also advocates building a skillset. “Boards are in all different shapes and sizes.Your first board may not be Amazon. Maybe you’re on a board of a privateequity firm, or maybe you're on a board of a private company. Individualshave to take responsibility and get experience. It’s extremely valuable to understand how everything works. And then the more you can put yourselfout there, you can break through and find something to gain that experienceyou’re looking for.”

As a woman who has broken through herself, Leite has a strong sense of herobligation to give back to the community and to help other women succeed.“I’ve been involved in a number of community organizations and nonprofits.There’s an organization I am involved with in Fort Worth called “WomenSteering Business” whose mission is developing future female business leaders.Each year at the Fort Worth Stock Show and Rodeo, WSB funds livestocksales from young women who use the proceeds to advance their own education and vocational opportunities. Most of the women in this groupare business leaders, or business owners. I think it’s important to have theconversation about how we help others and bring other women up.”

Sharon Leite Chief Executive Officer, Vitamin Shoppe

Gail Mandel rose to the leadership of Wyndham Destination Network, she took

charge of an organization with 120,000 vacation properties: “I had10,000 associates in my division in 200 offices in 33 countries, doingbusiness in 20 currencies and 30 languages.” Because of that global reach,diversity is an integral part of her business strategy: “I believe stronglythat to have a successful business, you need diversity of thought. To serveour fourteen million vacationers, we need a diverse associate base and diverse product offerings. If everybodythinks exactly the same, how can theyrelate to the needs of our customers?”

One of the most important obstaclescompanies face in achieving diversity,she believes, lies in the way many leadersthink about difference – as a threat,rather than an advantage. “For all of us,it’s sometimes easier to revert to whatwe know. People fear that somebodydifferent is going to be combative anddestructive.” Her own experience suggests otherwise: “We found on myleadership team that even thougheveryone had different backgrounds,we were able to come together. Becausethere was respect, people felt safe tovoice their opinions. That’s what boardsneed to realize. Our team got to thepoint of everyone respecting the factthat everybody is bringing somethingunique and value-added to the table.”

Mandel understands that a change in mindset may not be enough, particularly if companies seek to addmore women to their boards. She sees a lesson in her own career path, whichhas recently led her to a board membership for PureStar. “You can’tjust say we need 50 percent of boardsto be women. We don’t have 50 percentwomen in the pipeline. How can we get there? It goes back to an opportunity I was afforded. When my son was one, I went to my bossand said, ‘I can’t continue to work these long hours along with heavybusiness travel with a baby at home.’ He said, ‘Okay, let’s work on a solution.’ So I initially took on fewer responsibilities and within two yearsassumed my prior role as Division CFO working non-traditional hoursfor a total of eight years. I was so grateful to have that flexibility. I feel like that’s what we’re still missing broadly in the workplace. We’regoing to have to think about social change to keep more women inthe workplace and in the pipeline.”

Gail Mandel Former President and CEO,Wyndham Destination Network

Most retail customers arefemale. And when youcome to the board roomwith that experience, you can provide another perspective andanother voice for that organization…coupledwith a skillset you mayhave. Do you have a greatbackground in digital? Do you have a great background in marketing?What other business experience can you bring?Yes, you're female, but it’s not just about being female it’s about the skills you bring to that organization to help thembe successful.

“

”

Sometimes we want everyone to make us feelbetter about ourselves, because they act like usand they think like us.But you have to get out ofyour comfort zone to beable to grow. In my owncareer, the hardest thingabout transitioning to theCEO role was that I amreally an accountant first,and I did not feel comfortable in front ofpeople. But I had a responsibility to my10,000 associates, to theWyndham shareholdersand to my customers tolearn to be a better communicator. I thinkthat’s what successful leaders realize. We have to get out of our comfortzones. Though it may notbe easy at first, we need todo it to effectively serve all our stakeholders.

“

”

10


Women Directors and Executive Officers (as listed in SEC filings)These names come from SEC proxy filings up to July 10, 2019 and from company websites for the 100 NJ Russell 3000 companies.

1st Constitution Bancorp J. Lynne Cannon Christina Barbaro Dorine M. Nicol

ADMA Biologics, Inc. N/A N/A

AdvanSix Inc. Erin N. Kane Erin N. Kane* Sharon S. Spurlin (Nominating and Governance Committee Chair)

Alexander’s, Inc. Wendy A. Silverstein N/A

Amber Road Pamela F. Craven (Compensation Committee Stephanie Miles Chair)

American Water Works Company, Inc. Martha Clark Goss (Audit, Finance and Risk Maureen Duffy Committee Chair) Melanie M. Kennedy Veronica M. Hagen (Safety, Environmental, Susan N. Story* Technology and Operations Committee Chair) Linda G. Sullivan* Julia L. Johnson (Executive Development and Melissa K. Wikle Compensation Committee Chair) Susan N. Story Amicus Therapeutics, Inc. Lynn D. Bleil Jayne C. Gershkowitz Margaret McGlynn, R.Ph. (Compensation Daphne Quimi Committee Chair) Ellen S. Rosenberg* Amneal Pharmaceuticals, Inc. Emily Peterson Alva Nikita Shah* Jean Selden Greene Janet S. Vergis (Conflicts Committee Chair)

Antares Pharma, Inc. N/A N/A Anterix (f/k/a pdvWireless, Inc.) Rachelle B. Chong, J.D. N/A Singleton B. McAllister (Nominating and Corporate Governance Committee Chair)

Aquestive Therapeutics, Inc. Nancy S. Lurker Lori J. Braender Theresa Wood

Ascena Retail Group, Inc. Katie J. Bayne N/A 457 Kate Buggeln (Leadership and Corporate Governance Committee Chair) Kay Krill Stacey Rauch Linda Yaccarino

Automatic Data Processing, Inc. Linda R. Gooden (Corporate Development and Maria Black 239 Technology Advisory Committee Chair) Deborah L. Dyson Sandra S. Wijnberg

Avis Budget Group, Inc. Mary C. Choksi (Compensation Committee Chair) N/A 338 Lynn Krominga (Corporate Governance Committee Chair)

B&G Foods, Inc. DeAnn L. Brunts Ellen M. Schum Cheryl M. Palmer (Risk Committee Chair) Vanessa E. Maskal * ±

Barnes & Noble Education, Inc. Jerry Sue Thornton Suzanne E. Andrews Emily C. Chiu Carolyn J. Brown JoAnn Magill Lisa Malat Seema Paul

BCB Bancorp, Inc. Judith Q. Bielan Sandra L. Sievewright*

BD (Becton, Dickinson and Company) Catherine M. Burzik (Quality and Regulatory Betty D. Larson 195 Compliance Committee Chair) Linda Peters Claire M. Fraser, Ph.D. (Science, Marketing, Michelle Quinn Innovation and Technology Committee Chair) Antoinette F. Segreto Claire Pomeroy Linda Tharby Rebecca W. Rimel

Bed Bath & Beyond Inc. Stephanie Bell-Rose Robyn D’Elia 258 Victoria A. Morrison Susan E. Lattmann* Virginia P. Ruesterholz (Nominating Committee Chair)

Bel Fuse Inc. N/A N/A

Burlington Stores, Inc. Tricia Patrick** Joyce Manning Magrini* 451 Jessica Rodriguez Jennifer Vecchio* Laura J. Sen Mary Ann Tocio (Nominating and Corporate Governance Committee Chair)

Cambrex Corporation Kathryn Rudie Harrigan (Regulatory Affairs Samantha M. Hanley* Committee Chair) Campbell Soup Company Fabiola R. Arrendondo Bethmara Kessler± 349 Maria Teresa Hilado Denise M. Morrison* ± Mary Alice D. Malone Tara L. Smith Sara Mathew (Audit Committee Chair) Emily Waldorf Denise M. Morrison**

COMPANY NAME WOMEN DIRECTORS EXECUTIVE OFFICERS 2019 FORTUNE 500indicators of board leadership roles *indicator if high earner RANK

11


Cantel Medical Corp. Ann E. Berman (Audit Committee Chair) Dottie Donnolly Brienza Laura L. Forese

Catalent, Inc. Rosemary A. Crane Kay Schmidt Christa Kreuzburg, Ph.D.

Celgene Corporation Carrie S. Cox Joanne Beck, Ph.D. 207 Julia A. Haller, M.D. Toni-Ann Citera, J.D. Gilla Kaplan, Ph.D.** Terrie Curran* Jennifer Dudinak, Pharm. D. Alise Reicin, M.D.*

Cherry Hill Mortgage Regina Lowrie (Compensation Committee Chair) N/AInvestment Corporation

Church & Dwight Co., Inc. Janet S. Vergis Britta Bomhard* Laurie J. Yoler Judy A. Zagorski

CIT Group Inc. Ellen R. Alemany (Board Chair) Ellen R. Alemany* Dorene C. Dominguez Marisa Harney Sheila A. Stamps Denise M. Menelly* Laura S. Unger Wahida Plummer Gina M. Proia

Clearway Energy, Inc. Ferrell P. McClean (Corporate Governance, Mary-Lee Stillwell*(f/k/a NRG Yield, Inc.) Conflicts and Nominating Committee Chair, Compensation Committee Chair)

Cognizant Technology Solutions Maureen Breakiron-Evans (Audit Committee Chair) Sumithra Gomatam 193Corporation Karen McLoughlin*

Columbia Financial, Inc. Elizabeth E. Randall Geri M. Kelly Allyson Schlesinger

Commvault Systems, Inc. Martha H. Bejar Sandra Hamilton Vivie “YY” Lee

Conduent Incorporated Joie A. Gregor (Compensation Committee Chair) N/A Virginia M. Wilson (Audit Committee Chair)

ConnectOne Bancorp, Inc. Katherin Nukk-Freeman Laura Criscione Elizabeth Magennis*

Covanta Holding Corporation Linda J. Fisher Ginny Angilello Danielle Pletka Jean Smith (Compensation Committee Chair)

Cytosorbents Corporation N/A Kathleen P. Bloch*

Eagle Pharmaceuticals N/A N/A

electroCore, Inc. Carrie S. Cox (Chairman of the Board and Ardelle Ferris Nominating & Governance Committee Chair)

Essential Properties Realty Trust, Inc. Joyce DeLucca (Compensation Committee Chair) Hillary P. Hai* Chama Punlert

First Bank Deborah Paige Hanson Kimberly Cerasi Karen Conway Michelle Mack Maria Mayshura Susan Paglione Thao Nguyen Casi Smith

Freshpet, Inc. N/A Lisa Barrette

GAIN Capital Holdings, Inc. N/A Samantha Roady*

Honeywell International Inc. Linnet F. Deily (Corporate Governance & Que Dallara 77 Responsibility Committee Chair) Anne T. Madden Grace D. Lieblein Robin L. Washington (Retirement Plans Committee Chair)

Hovnanian Enterprises, Inc. Robin Stone Sellers N/A

Immunomedics, Inc. N/A N/A

Innophos Holdings Inc. Jane Hilk Sherry Duff* Kim Ann Mink, Ph.D. (Board Chair) Amy Hartzell Linda Myrick Kim Ann Mink, Ph.D.* Karen Osar

Insmed Incorporated Elizabeth M. Anderson Christine Pellizzari, J.D.* S. Nicole Schaeffer

Integra LifeSciences Holdings Barbara B. Hill (Nominating and Corporate Lisa EvoliCorporation Governance Committee Chair) Judith E. O’Grady, R.N., M.S.N., R.A.C Maria Platsis


*Top Compensated Executive / Named Executive Officer**Director retired/resigned/left board after prior year's annual meeting or as of the 2019 annual meeting. Included in director figures here given board involvement during 2018.± Executive retired/resigned/left company during FY/as of AM/otherwise as noted in public information. Included here given company involvement during 2018.Bolded names indicate female directors and executives who are new to the company since the 2017 EWNJ report.

Women Directors and Executive Officers (as listed in SEC filings)These names come from SEC proxy filings up to July 10, 2019 and from company websites for the 100 NJ Russell 3000 companies.

Investors Bancorp, Inc. Doreen R. Byrnes (Nominating and Corporate N/A Governance Committee Chair) Michele N. Siekerka (Compensation and Benefits Committee Chair)

J & J Snack Foods Corp N/A Marjorie Shreiber Roshkoff

John Wiley & Sons Inc. Mari J. Baker (Audit Committee Chair) Ella Balagula Laurie A. Leshin Joanna Jia Kalpana Raina** Archana Singh* Judy Verses*

Johnson & Johnson Mary C. Beckerle, PhD (Chair of the Science, Ashley McEvoy 37 Technology & Sustainability Committee) Sandra E. Peterson* ± Jennifer A. Doudna, Ph.D. Jennifer Taubert Anne M. Mulcahy Kathryn E. Wengel

Kearny Financial Corp. Cynthia E. Sisco** Erika K. Parisi* Lakeland Bancorp, Inc. Mary Ann Deacon (Board Chair) Ellen Lalwani Janeth C. Hendershot (Risk Committee Chair)

Mack-Cali Realty Corporation Rebecca Robertson Toni L. Casiano Deidre Crockett Janice H. Torchinsky Majesco N/A Denise Garth Sweta Jhunjhunwala Lori Stanley

Marlin Business Services Corp. N/A N/A Merck & Co., Inc. Pamela J. Craig (Audit Committee Chair) Julie L. Gerberding, M.D., M.P.H. 76 Rochelle B. Lazarus Jennifer Zachary* Patricia F. Russo

Middlesex Water Company Kim C. Hanneman Lorrie B. Ginegaw Amy B. Mansue (Compensation Committee Chair) Georgia M. Simpson Bernadette M. Sohler*

Mistras Group, Inc. N/A N/A Monmouth Real Estate Catherine B. Elflein Susan M. JordanInvestment Corporation Allison Nagelberg* Katie Rytter Allison Viscardi

Movado Group, Inc.. Margaret Hayes Adame** Vivian D’Elia* Sallie A. DeMarsilis* New Jersey Resources Maureen A. Borkowski Laura Conover Jane M. Kenny (Nominating/Corporate Amy Cradic Governance Committee Chair) Linda B. Kellner Sharon C. Taylor (Leadership Development & Amanda E. Mullan* Compensation Committee Chair) Ginger P. Richman Jacqueline K. Shea Nancy A. Washington*

Newell Brands Inc. Bridget Ryan Berman Laurel Hurd 243 Debra A. Crew Nancy O’Donnell Judith A. Sprieser

Northfield Bancorp, Inc. Annette Catino Tara L. French* Karen J. Kessler Robin Lefkowitz

NRG Energy, Inc. Heather Cox Elizabeth Killinger* 291 Anne C. Schaumburg Jennifer Wallace

OceanFirst Financial Corp. Kimberly M. Guadagno N/A Diane F. Rhine (Human Resources/Compensation Committee Chair)** Grace C. Torres (Audit Committee Chair)

ORBCOMM, Inc. Denise Gibson N/A Karen Gould (Audit Committee Chair)

Oritani Financial Corp. N/A Michele M. Calise Ann Marie Jetton Amy Lubow Anne Mooradian

Osmotica Pharmaceuticals plc N/A Tina deVries, Ph.D.*

Pacira Pharmaceuticals, Inc. Laura Brege (Audit Committee Chair) Kristen Williams, JD* Yvonne Greenstreet, MBChB

Palatin Technologies, Inc. Arlene M. Morris N/A Angela Rossetti

Parke Bancorp, Inc. N/A Elizabeth A. Milavsky* PBF Energy Inc. Kimberly S. Lubel Trecia Canty 113 Peapack-Gladstone Carmen M. Bowser Lisa P. Chalkan*Financial Corporation Dr. Susan A. Cole Brydget Falk-Drigan Beth Welsh

12



13


Phibro Animal Health Corporation Mary Lou Malanoski Lisa Escudero Carol A. Wrenn

Provident Financial Services, Inc. Laura L. Brooks (Risk Oversight/Risk Janet D. Krasowski Committee Chair) Josephine Moran Valerie O. Murray*

Prudential Financial, Inc. Martina Hund-Mejean Barbara G. Koster 50 Sandra Pianalto Candace Woods Christine A. Poon (Finance Committee Chair)

PTC Therapeutics, Inc. Stephanie Okey Mary Frances Harmon Emma Reeve (Audit Committee Chair) Megan Sniecinski Dawn Svoronos Christine Utter*

Public Service Enterprise Group Shirley Ann Jackson (Lead Director and Corporate Kim C. Hanemann 323 Governance Committee Chair) Tamara L. Linde* Susan Tomasky (Audit Committee Chair) Margaret M. Pego

Quest Diagnostics Incorporated Jenne K. Britell, Ph.D.** Catherine T. Doherty* 404 Vicky B. Gregg Carrie Eglinton Manner* Helen I. Torley, M.B. Ch.B., M.R.C.P. Cecilia McKenney Gail R. Wilensky, Ph.D. (Quality, Safety & Gabrielle Wolfson Compliance Committee Chair)

Realogy Holdings Corp. Fiona P. Dias Katrina L. Helmkamp 478 V. Ann Hailey (Audit Committee Chair) Sunita Holzer Sherry M. Smith Charlotte Simonelli Marilyn J. Wasser*

SB One Bancorp Katherine H. Caristia** Nicole J. Bartuccelli Gada Elkenani

Selective Insurance Group, Inc. H. Elizabeth Mitchell N/A Cynthia S. Nicholson

South Jersey Industries Sarah M. Barpoulis (Audit Committee Chair) Kathleen A. McEndy* Sheila Hartnett-Devlin, CFA Melissa J. Orsen* Sunita Holzer (Compensation Committee Chair)

Tabula Rasa Healthcare, Inc. Samira K. Beckwirth (Compensation Committee Chair) Kim Browning Jan Berger Andrea Speers, MS Dr. Orsula V. Knowlton, BScPharm, PharmD, MBA Dr. Orsula V. Knowlton, BScPharm, Kathrine O’Brien PharmD, MBA

Teligent, Inc. (f/k/a IGI Laboratories, Inc.) Carole S. Ben-Maimon, M.D. Anneli Simm

The Bank of Princeton Judith A. Giacin (Audit Committee Chair) Stephanie Adkins*

The Children’s Place, Inc. Marla Malcolm Beck Jane Elfers* Jane Elfers Adrienne Gernand Jennifer Groves Claudia Lima-Guinehut Lindsey Martinelli Leah Swan Pamela Wallack*± The Medicines Company Sarah J. Schlesinger Diane Sullivan UMH Properties, Inc. Anna T. Chew Anna T. Chew* Unity Bancorp, Inc. Dr. Mary E. Gross (Corporate Governance & Janice Bolomey* Nominating Committee Chair)

Universal Display Corporation Elizabeth H. Gemmill (Compensation Julia J. Brown, Ph.D.* Committee Chair) Janice K. Mahon Rosemarie Greco**

Valley National Bancorp Pamela Bronander** Dianne M. Grenz Jennifer W. Steans Bernadette M. Mueller Melissa F. Scofield Yvonne Surowiec

Verisk Analytics, Inc. Annell R. Bay Yang Chen Kathleen A. Hogenson Joanna Gassoso Therese M. Vaughan (Nominating & Corporate Laurie Lovett Governance Committee Chair)

Village Super Market, Inc. N/A N/A

Vonage Holdings Corp. Carolyn Katz (Compensation Committee Chair) Sue Quackenbush

Wyndham Worldwide Corporation Myra J. Biblowit (Governance Committee Chair) Mary R. Falvey* Pauline D.E. Richards (Audit Committee Chair)

Zoetis Inc. Louise M. Parent Heidi Chen 487 Linda Rhodes Catherine A. Knupp* Roxanne Lagano Kristin C. Peck*


*Top Compensated Executive / Named Executive Officer**Director retired/resigned/left board after prior year's annual meeting or as of the 2019 annual meeting. Included in director figures here given board involvement during 2018.± Executive retired/resigned/left company during FY/as of AM/otherwise as noted in public information. Included here given company involvement during 2018.Bolded names indicate female directors and executives who are new to the company since the 2017 EWNJ report.

1st Constitution Bancorp 1 10 10% 2 8 25% 0 3 0%

ADMA Biologics, Inc. 0 7 0% 0 3 0% 0 3 0%

AdvanSix Inc. 2 7 29% 1 5 20% 1 5 20%

Alexander's, Inc. 1 7 14% 0 4 0% 0 2 0%

Amber Road 1 6 17% 1 11 9% 0 3 0%

American Water Works Company, Inc. 4 8 50% 5 14 36% 2 5 40%

Amicus Therapeutics, Inc. 2 9 22% 3 9 33% 1 5 20%

Amneal Pharmaceuticals, Inc. 3 13 23% 1 6 17% 1 6 17%

Antares Pharma, Inc. 0 8 0% 0 8 0% 0 4 0%

Anterix (f/k/a pdvWireless, Inc.) 2 9 22% 0 4 0% 0 4 0%

Aquestive Therapeutics, Inc. 1 7 14% 2 9 22% 0 4 0%

Ascena Retail Group, Inc. 5 11 45% 0 5 0% 0 5 0%

Automatic Data Processing, Inc. 2 12 17% 2 14 14% 0 5 0%

Avis Budget Group, Inc. 2 13 15% 0 8 0% 0 5 0%

B&G Foods, Inc. 2 10 20% 2 10 20% 1 5 20%

Barnes & Noble Education, Inc. 2 7 29% 5 17 29% 0 6 0%

BCB Bancorp, Inc. 1 12 8% 1 6 17% 1 5 20%

BD (Becton, Dickinson and Company) 4 14 29% 5 23 22% 0 5 0%

Bed Bath & Beyond, Inc. 3 12 25% 2 8 25% 1 5 20%

Bel Fuse Inc. 0 9 0% 0 5 0% 0 5 0%

Burlington Stores, Inc. 4 9 44% 2 5 40% 2 5 40%

Cambrex Corporation 1 8 13% 1 5 20% 1 5 20%

Campbell Soup Company 5 13 38% 4 14 29% 1 7 14%

Cantel Medical Corp. 2 10 20% 1 13 8% 0 5 0%

Catalent, Inc. 2 10 20% 1 12 8% 0 6 0%

Celgene Corporation 3 12 25% 5 16 31% 2 6 33%

Cherry Hill Mortgage Investment Corporation 1 4 25% 0 3 0% 0 3 0%

Church & Dwight Co., Inc. 2 10 20% 2 10 20% 1 5 20%

CIT Group Inc. 4 12 33% 5 16 31% 2 5 40%

Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) 1 9 11% 1 5 20% 1 4 25%

Cognizant Technology Solutions Corporation 1 11 9% 2 16 13% 1 5 20%

Columbia Financial, Inc. 1 8 13% 2 9 22% 0 3 0%

Commvault Systems, Inc. 2 12 17% 1 11 9% 0 5 0%

Conduent Incorporated 2 9 22% 0 5 0% 0 5 0%

ConnectOne Bancorp, Inc. 1 11 9% 2 6 33% 1 5 20%

Covanta Holding Corporation 3 12 25% 1 10 10% 0 5 0%

Cytosorbents Corporation 0 5 0% 1 6 17% 1 4 25%

Eagle Pharmaceuticals 0 7 0% 0 6 0% 0 5 0%

electroCore, Inc. 1 9 11% 1 10 10% 0 3 0%

Essential Properties Realty Trust, Inc. 1 7 14% 2 7 29% 1 3 33%

First Bank 1 13 8% 7 20 35% 0 3 0%

Freshpet, Inc. 0 10 0% 1 11 9% 0 3 0%

FEMALEBOARDSEATS

COMPANY NAME TOTALBOARDSEATS

% FEMALEBOARDSEATS

FEMALETOP

EARNERS

TOTALTOP

EARNERS

% FEMALETOP

EARNERS

FEMALEEXECUTIVES

TOTALEXECUTIVES

% FEMALEEXECUTIVES

Board Seats, Executives and Top Earners (as listed in SEC filings)These figures were compiled from information on company websites and in SEC proxy filings up to July 10, 2019 for 100 NJ Russell 3000 companies.

14


BOARD OF DIRECTORS EXECUTIVES TOP EARNERS

GAIN Capital Holdings, Inc. 0 7 0% 1 6 17% 1 5 20%

Honeywell International Inc. 3 12 25% 2 13 15% 0 6 0%

Hovnanian Enterprises, Inc. 1 8 13% 0 6 0% 0 4 0%

Immunomedics, Inc. 0 6 0% 0 8 0% 0 6 0%

Innophos Holdings, Inc. 4 8 50% 3 7 43% 2 5 40%

Insmed Incorporated 1 9 11% 2 8 25% 1 5 20%

Integra LifeSciences Holdings Corporation 1 9 11% 3 16 19% 0 6 0%

Investors Bancorp, Inc. 2 11 18% 0 5 0% 0 5 0%

J & J Snack Foods Corp 0 5 0% 1 7 14% 0 5 0%

John Wiley & Sons, Inc. 3 12 25% 4 17 24% 2 7 29%

Johnson & Johnson 3 11 27% 3 13 23% 1 7 14%

Kearny Financial Corp. 1 13 8% 1 6 17% 1 5 20%

Lakeland Bancorp, Inc. 2 11 18% 1 11 9% 0 5 0%

Mack-Cali Realty Corporation 1 11 9% 3 21 14% 0 8 0%

Majesco 0 8 0% 3 11 27% 0 3 0%

Marlin Business Services Corp. 0 7 0% 0 5 0% 0 5 0%

Merck & Co., Inc. 3 12 25% 2 12 17% 1 5 20%

Middlesex Water Company 2 7 29% 3 9 33% 1 5 20%

Mistras Group, Inc. 0 8 0% 0 6 0% 0 6 0%

Monmouth Real Estate Investment Corporation 1 13 8% 4 8 50% 1 4 25%

Movado Group, Inc. 1 10 10% 1 5 20% 2 5 40%

New Jersey Resources 3 12 25% 7 21 33% 2 5 40%

Newell Brands Inc. 3 12 25% 2 17 12% 0 7 0%

Northfield Bancorp, Inc. 2 11 18% 2 7 29% 1 5 20%

NRG Energy, Inc. 2 10 20% 2 11 18% 1 7 14%

OceanFirst Financial Corp. 3 15 20% 0 5 0% 0 5 0%

ORBCOMM Inc. 2 9 22% 0 6 0% 0 7 0%

Oritani Financial Corp. 0 6 0% 4 13 31% 0 6 0%

Osmotica Pharmaceuticals plc 0 7 0% 1 8 13% 1 3 33%

Pacira Pharmaceuticals, Inc. 2 9 22% 1 7 14% 1 5 20%

Palatin Technologies, Inc. 2 8 25% 0 2 0% 0 2 0%

Parke Bancorp, Inc. 0 9 0% 1 6 17% 1 3 33%

PBF Energy Inc. 1 9 11% 1 8 13% 0 5 0%

Peapack-Gladstone Financial Corporation 3 13 23% 2 11 18% 1 5 20%

Phibro Animal Health Corporation 2 9 22% 1 12 8% 0 3 0%

Provident Financial Services, Inc. 1 10 10% 3 16 19% 1 5 20%

Prudential Financial, Inc. 3 13 23% 2 14 14% 0 7 0%

PTC Therapeutics, Inc. 3 9 33% 3 9 33% 1 5 20%

Public Service Enterprise Group 2 10 20% 3 13 23% 1 5 20%

Quest Diagnostics Incorporated 4 10 40% 4 13 31% 2 5 40%

Realogy Holdings Corp. 3 9 33% 4 11 36% 1 6 17%

SB One Bancorp 1 13 8% 2 12 17% 0 3 0%

FEMALEBOARDSEATS


% FEMALEBOARDSEATS

FEMALETOP

EARNERS

TOTALTOP

EARNERS

% FEMALETOP

EARNERS

FEMALEEXECUTIVES

TOTALEXECUTIVES

% FEMALEEXECUTIVES

15



Selective Insurance Group, Inc. 2 14 14% 0 9 0% 0 4 0%

South Jersey Industries 3 10 30% 2 7 29% 2 6 33%

Tabula Rasa Healthcare, Inc. 4 8 50% 3 16 19% 1 3 33%

Teligent, Inc. (f/k/a IGI Laboratories, Inc.) 1 7 14% 1 8 13% 0 3 0%

The Bank of Princeton 1 8 13% 1 5 20% 1 3 33%

The Children’s Place, Inc. 2 7 29% 7 13 54% 2 5 40%

The Medicines Company 1 7 14% 1 7 14% 0 6 0%

UMH Properties, Inc. 1 10 10% 1 5 20% 1 5 20%

Unity Bancorp, Inc. 1 11 9% 1 5 20% 1 5 20%

Universal Display Corporation 2 8 25% 2 5 40% 1 5 20%

Valley National Bancorp 2 13 15% 4 14 29% 0 5 0%

Verisk Analytics, Inc. 3 12 25% 3 12 25% 0 5 0%

Village Super Market, Inc. 0 9 0% 0 7 0% 0 4 0%

Vonage Holdings Corp. 1 9 11% 1 10 10% 0 5 0%

Wyndham Worldwide Corporation 2 8 25% 1 7 14% 1 5 20%

Zoetis Inc. 2 11 18% 4 9 44% 2 5 40%

FEMALEBOARDSEATS


% FEMALEBOARDSEATS

FEMALETOP

EARNERS

TOTALTOP

EARNERS

% FEMALETOP

EARNERS

FEMALEEXECUTIVES

TOTALEXECUTIVES

% FEMALEEXECUTIVES

Board Seats, Executives and Top Earners (as listed in SEC filings)These figures were compiled from information on company websites and in SEC proxy filings up to July 10, 2019 for 100 NJ Russell 3000 companies.

Project Methodology

The research covered companies on the Russell 3000 Index as of March 2019 that were headquartered in New Jersey. Two companies were acquired by companies headquartered outside of New Jersey during 2019, but given the report looks at prior year activity they were included here.

For each company, the research team read the most recently available proxy statement filed with the Securities and Exchange Commission. If a 2019 proxy was filed by July 10, 2019, it was used. Otherwise the 2018 proxy statement was used. In certain instances (e.g., contested proxy) judgement was applied.

The objective was to identify directors who served during fiscal year 2018. Accordingly, if a new director was nominated to join a board in a 2019 proxy statement, that individual was not counted. Likewise, if a director joined the board after the fiscal year end date, including those nominated as of the annual meeting, they were tracked separately (refer to the four companies noted onpage 5). Any directors who retired or ceased to serve but were on their boards for at least part of the year following the prior(2018) annual meeting were included in the tally. Those women directors who served in 2018 but are no longer on theirboards are identified in the table of Women Directors and Executive Officers.

In the annual proxy statement, a company must disclose information concerning the amount and type of compensation paid to its CEO, CFO and the three other most highly compensated executive officers. This disclosure is the basis for the “top earners”listed in the report. The table also identifies any female top earners who the company disclosed had retired from or otherwise left the company.

Analyzing the “executive” category required more judgment. Only a handful of proxy statements disclosed the executive team beyond the executive officers who are “top earners”. Accordingly, the research team often had to review company websites for information on the leadership/executive team and use judgment in determining who should be counted as an executive.

All attempts were made to collect accurate information and any errors in the data were unintentional. PwC's role in the 2019 Seat at the Table report was limited to data gathering and analysis. PwC was not involved in the selection of individuals for interviews or report writing.


16


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Acknowledgements

Executive Women of New Jersey would like tothank all of the individuals who shared theirtime and insights for the profiles in this report.

We also extend our appreciation to the following contributors, without whom this report would nothave been possible:

RESEARCH PROVIDEREWNJ recognizes PwC as our Platinum Sponsor andthanks them for serving as our strategic contributorby performing the research for this study. Special acknowledgement to B.J. Agugliaro, Partner, PwCand PwC team members Carol Brawley, CatherineHall and Dana Jallad.

EDITORSBarbara E. Kauffman, President, EWNJ, and ExecutiveVice President & COO, Newark Regional BusinessPartnership; Anna María Tejada, Esq., President-Electof EWNJ, Co-Chair of A Seat at the Table, and Partner at Kaufman Dolowich & Voluck, LLP; Faith Taylor, Chair, EWNJ Board AppointmentsCommittee and Co-Chair, A Seat at the Table, andProfessor at Feliciano Business School of MontclairState University; PJ Hilbert

WRITER/EDITORIAL CONTENTDana M. Britton, Ph.D., Professor of Labor Studiesand Employment Relations, Rutgers University

EXECUTIVE WOMEN OF NEW JERSEY BOARD APPOINTMENTS COMMITTEE

Barbara E. Kauffman, EWNJ PresidentAnna María Tejada, Esq., Co-ChairFaith Taylor, Co-ChairMichele AnsbacherJennifer BeckerDana BrittonChrissy ButeasMarianne DeAlessiCarolyn DolciTara DowdellSusan Dromsky-Reed, Esq.Catherine HallHeather HansberryPJ HilbertKelley HollandDana JalladMarcy LocastroChristal McElroy, CPARebecca Moll Freed, Esq.Lillian PlataKia PresleyCindy RudbartJudith A. SheftMichele Siekerka

GRAPHIC DESIGNLisa Stires Schuyler, President, LS Graphic Design

EDITORIAL UPDATES Tara Dowdell, Tara Dowdell Group Marketing &Strategic CommunicationsColleen Skinner, Executive Director, EWNJ

[email protected]

Special Thanks to Our: PLATINUM SPONSOR REPORT SPONSOR

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