Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies for the Annual Meeting of Members of the Society for Corporate Governance, Inc., a not-for-profit corporation incorporated under the laws of the State of New York (the "Society"), to be held on June 22, 2023 at The Grand America Hotel, Salt Lake City, UT at 8:30 am Mountain Time, or at any adjournment thereof (the “2023 Annual Meeting”). The Society will bear any costs of solicitation. 



Voting


Membership in the Society is held by individuals, even where an entity pays the cost of membership through a group rate. Each Member (other than Institutional Affiliate, Honorary and Retired Members) of the Society in good standing at the time of voting is entitled to cast one vote, either in-person or by proxy, on each matter to be voted upon at the Annual Meeting of Members.

Any Member present in person at the meeting and eligible to vote who prefers to vote in person may do so by revoking his or her proxy before it has been voted and voting via a paper ballot. Members may also vote in advance by designating a proxy online or designating a proxy via paper proxy card. Members must submit a proxy by 11:59 pm EDT, June 21, 2023 for their vote to be cast and counted. Proxies received will be voted at the Annual Meeting of Members or any adjournment thereof as specified by the person giving the proxy. If no specification is made, the proxy will be voted FOR each proposal as set forth in this Proxy Statement described below. 

As of May 15, 2023, there were 3,590 regular members of the Society in good standing and entitled to vote. Any member of the Society eligible to vote may nominate any other qualified active member for Director at the Annual Meeting of Members.

If any other business should come before the Annual Meeting of Members, your proxy will be voted with respect thereto in accordance with the best judgment of the persons authorized therein, and discretionary authority to do so is included in the proxy card.



By-Law Amendments


On October 17, 2022, the Board of Directors, upon the recommendation of the Nominating and Governance Committee of the Society, approved changes to the Society by-laws as follows. The Board amended Article VIII Section 2 to eliminate chapter level by-laws, with the Society by-laws to govern all national and chapter activities.



Proposal 1: Election of Directors, Class of 2027

The Board believes that each of the following five nominees possesses the qualities and experience that nominees should possess in accordance with the Society’s Corporate Governance Principles.

The following information is furnished with respect to:

The five nominees for Director with a term expiring at the Annual Meeting of Members in 2027:



Jeff DeBruin
Director, Assistant General Counsel – Corporate & Securities
3M

Biography +


Mr. DeBruin has been providing strategic advice to executives and boards of directors for almost 20 years, with an emphasis on strategic transactions, corporate governance, shareholder activism, sustainability, capital markets, finance, securities law compliance, executive compensation, and commercial matters. He has led ~$18 billion in M&A activity and ~$20 billion in capital markets transactions. He is currently Director, Assistant General Counsel – Corporate & Securities of 3M, which is an innovative and diversified Fortune® 150 global manufacturing company, and has served in a variety of roles, including as assistant secretary, in private practice and in-house at UnitedHealth Group Incorporated, which is a Fortune® 5 health care company, Evergy, Inc, which is a $15+ billion S&P 500® regulated utility, and a start-up “pre-public” technology company that was acquired prior to completing an initial public offering. Mr. DeBruin also served as Chair of the January 2023 Society for Corporate Governance Essentials conference and is a frequent speaker on corporate governance matters. He earned his juris doctor from the University of Minnesota in 2004 and a bachelor of science and certificate in business from the University of Wisconsin in 2000.



Christina Ibrahim
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Select Water Solutions, LLC

Biography +


Ms. Ibrahim is currently the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Select Water Solutions, LLC, a publicly traded water and chemical solutions company. She partners with the CEO and fellow executives to frame and execute strategy and sustainability. She oversees all legal and compliance matters as well as board management and governance.  Prior to this role, Christina was the Chief Operating Officer, General Counsel and Chief Compliance Officer of Avalon Advisors, LLC, a privately held wealth management company.  Before Avalon, Christina was the Executive Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary for Weatherford International Plc. Prior to this, Christina had multiple leadership roles with Halliburton Company, culminating in Vice President, Corporate Secretary & Chief Commercial Counsel – Global. She began her career as a Litigation Attorney with Wickliff & Hall, PC.

Christina earned a Juris Doctor, magna cum laude, from Texas Southern University, and a Bachelor of Science, Business Management and Finance (Dean’s Honors List) from Virginia Polytechnic Institute and State University (Virginia Tech). She was admitted to the Bar of the State of Texas in 1995. Her numerous affiliations include Membership of Women Corporate Directors, the National Association of Corporate Directors, the State Bar of Texas, the Texas General Counsel Forum, the Society for Corporate Governance, the Society of Corporate Compliance and Ethics, Women’s Energy Network and the American Petroleum Institute – General Counsel.



Krista Jones McAninley
Vice President & Deputy General Counsel – Corporate
Ferguson

Biography +


Ms. Jones McAninley is the Vice President & Deputy General Counsel – Corporate at Ferguson. Her career has spanned over 20 years as in-house counsel at Fortune 200 and FTSE100 companies. Since joining Ferguson in 2020, Krista has built out the Legal-Corporate team, responsible for securities law compliance and SEC/NYSE reporting, corporate compliance and privacy programs, finance and treasury-related matters, and enterprise risk and subsidiary records management.  


Prior to Ferguson, Krista spent 20 years at Norfolk Southern Corporation. As Deputy General Counsel – Corporate, she was responsible for securities law and corporate governance matters, including the shareholder engagement program, and served as lead counsel on various large-scale public-private partnership initiatives. Krista is a former President of the Society for Corporate Governance Middle Atlantic Chapter and recently served as Secretary to the Society’s Policy Advisory Committee. She received her law degree from Wake Forest University School of Law and her undergraduate degree from Fairleigh Dickinson University. She is admitted to practice before the US Supreme Court and in Virginia.



Hope Mehlman 
Executive Vice President, Chief Legal Officer, General Counsel & Corporate Secretary
Discover Financial Services 

Biography +


Ms. Mehlman recently joined Discover Financial Services in 2023 as Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary and is a member of the Executive Committee. Prior to joining Discover Financial Services, Hope was Executive Vice President, General Counsel, and Corporate Secretary of Bank of the West. She also was Corporate Secretary of BNP Paribas USA, Inc.

Hope previously served as Co-Chair of the Board of Directors of the Council of Institutional Investors, a member of Broadridge’s Independent Steering Committee, and President of the Southeastern Chapter of the Society for Corporate Governance. Hope holds a Bachelor of Arts degree from Cornell University, a Juris Doctor degree from Seton Hall University Law School, and a Master of Laws degree in Taxation from New York University School of Law.



Scott Thayer
Chief Legal Officer and Corporate Secretary
Dawn Foods, Inc.

Biography +


Mr. Thayer serves as the Chief Legal Officer and Corporate Secretary at Dawn Foods, Inc., a $2B private, family owned, bakery ingredients and finished goods manufacturer and distributor. In addition to responsibilities for global legal services, Mr. Thayer serves as a member of the Executive Leadership Team, and as Secretary and advisor to the Board of Directors and Family stakeholders. With over thirty years of broad commercial, supply chain and operational/manufacturing legal experience at leading public and private companies, Mr. Thayer is both a business partner and trusted advisor on legal and business matters, who has significant experience addressing legal, governance, and compliance related matters, in addition to providing strategic guidance and input to both private family owned and public company businesses. Mr. Thayer is a frequent advisor and presenter on legal and governance issues facing both private and public companies and serves as Co-Chair of the Private Companies Committee for the Society for Corporate Governance. In addition, Mr. Thayer is a four-time recipient of the OnCon Icon Award, most recently in 2023, recognizing the Top 50 Corporate Counsel in America.



Additional Information

The Directors of the Society who are elected by the members serve without compensation from the Society. 

The audited fiscal 2022-2023 financial statements of the Society, together with comparative figures for 2021-2022, will be available for inspection on the Society's website prior to the Annual Meeting of Members. 

In November 2022, the Society's $3,000,000 not-for-profit organization/association directors’ and officers’ liability, entity liability, and employment practices liability insurance policy was renewed. The policy is designed to protect the assets of the Society and insured individuals from liability losses (damages, settlements, judgments, etc.) arising from claims made against the Society and/or the insureds for wrongful acts. An "insured" under the policy includes any individual who was, now is, or shall be a Director, officer, employee, volunteer, or member of any duly constituted committee of the Society. Accordingly, each of the nominees for Director of the Society and all the continuing Directors of the Society listed in this Proxy Statement, among others, are covered by the terms of the policy. Wrongful acts include any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, personal injury, infringement of copyright, or plagiarism, by the Society or any insured while in the discharge of his or her duties solely in his or her capacity with the Society. The insurance carrier on this policy is Travelers Casualty and Surety Company of America, domiciled in the state of Connecticut. And carries a rating of A++ by A. M. Best Company, Inc. The cost of this insurance, which is in force during the policy period November 11, 2022 to November 10, 2023 is $5,809, and has been paid in full. As of the date of this Proxy Statement, no amounts have been paid to the Society or to any insured person under the described insurance contract.

By Order of the Board of Directors,
Hope Mehlman, Secretary
Chicago, IL




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