My contribution to a board
I would bring a board working knowledge of how pay, promotion and organisation design change behaviour in a regulated business with a large frontline workforce. I have designed incentive plans for branch staff, collectors, mortgage loan officers and senior executives. I have prepared compensation committee materials at two listed banks, from 2011 to 2016 and again since 2021, including the first advisory say-on-pay vote at one and a weak vote and its recovery at the other. I know where management's papers to a committee are likely to be incomplete.
I would also bring experience of a merger from both sides: as a branch manager in a bank that was acquired, and as the executive responsible for integrating 4,300 people into Callowmere. Boards overseeing an acquisition usually see the financial model in detail and the people plan in summary. I can help a board ask which assumptions in the people plan carry the deal model, such as the retention of named relationship holders, and how management will know early if they are failing.
I would not present myself as a financial expert for audit committee purposes or as a risk specialist. My natural committee is compensation, where I would expect to serve a full annual cycle before chairing, so that I understand the company's plans, its shareholders and its consultant before leading the discussion. I could also contribute to a nominating and governance committee on executive succession, particularly for roles where readiness has to be shown rather than asserted.
Judgement in practice
01Telling a compensation committee that my recommendation had been wrong
After our 2024 say-on-pay vote fell to 68%, the easiest explanation for the committee was that proxy advisers had misread the integration awards. I told the committee chair before the debrief that the problem was my recommendation. I had advised time-based vesting on the 2023 awards because integration milestones seemed hard to measure, and shareholders had read the awards, reasonably, as pay for doing the job. Owning that changed the committee's discussion from defending the awards to deciding what to commit to. The committee honoured the awards already granted, committed publicly to no further one-time awards and moved more of the long-term plan into performance shares. As a director, I would expect management to bring the committee its own errors early, and I would try to make that easy rather than costly for the executive who does it.
02Asking a risk committee to accept a weaker-looking succession report
When our Bank Secrecy Act officer resigned in 2022, the named successor needed support we had not planned for. I proposed that the risk committee stop accepting readiness ratings without evidence that the successor had done part of the role. I warned directors that the report would look much worse, and it did: ready successors for critical roles fell on paper to six. One director asked whether we were creating a problem in order to solve it. I argued that the problem had existed all along and the committee had simply been unable to see it. The committee accepted the standard and funded about US$1.1 million a year of acting assignments and backfill. Fourteen roles now have evidenced successors. On a board I would ask for the evidence behind any readiness rating, and I would support management when a more honest report looks worse.
03Recommending against a retention bonus at a nonprofit under strain
As chair of the personnel committee at Tredway Workforce Alliance, I recommended against a retention bonus for its executive director in 2023, when a state grant was reduced and the board feared losing her. My concern was that the bonus would be paid from the same budget the board had just cut for trainee stipends, and that staff and trainees would notice. The committee proposed instead a salary adjustment deferred until funding recovered and a written commitment on her development. She stayed. As a non-executive I try to ask who will read a pay decision and what it will tell them, not only whether the amount can be defended.
My first year on a board
In my first quarter I would read the last three years of compensation committee papers, proxy statements and say-on-pay results, together with the shareholder feedback behind them. I would meet the committee chair, the committee's own consultant, the chief executive and the chief human resources officer separately, and I would ask the HR leader what the committee has never been shown. I would also ask to see one frontline incentive plan as the people paid under it receive it, not as the committee summary describes it.
In the following two quarters I would take part in one full annual cycle as a member: goal-setting, mid-year review, year-end decisions and the disclosure. I would hold back from proposing changes until I had seen the cycle once, unless I saw a conduct or disclosure risk that could not wait.
By the end of the year I would ask the chair for a candid view of whether my questions had been useful, and whether my banking frame had helped or had narrowed my view of a different business. I expect to learn more than I contribute in a first year, and I would want the board to see that I know it.
Conflicts and their management
My executive role at Callowmere comes first, and any appointment would need our chief executive's consent and a review by our general counsel. I would not join the board of a bank, a credit union, a non-bank lender or a payments business that competes with Callowmere, or of any company that is a significant borrower from, depositor with or supplier to the bank. I would disclose my Callowmere shareholding, my directorship at Tredway Workforce Alliance, to which Callowmere makes an annual grant, and any relationship with compensation consultants who advise either organisation.
If a conflict arose after appointment, I would disclose it to the chair, leave the discussion and make sure the minutes recorded the recusal. If recusal became frequent, I would step down rather than hold a seat in which I could not contribute. I would keep Callowmere's confidential information, including its pay data, out of another board's discussions, even where it seemed relevant. The twenty-four days a year I can commit would be agreed with my employer before acceptance and would include preparation, committee work and a margin for the unexpected.
My independence statement
I am a serving bank executive. Before any appointment I would disclose my employment, my shareholdings, my nonprofit directorship and any business relationship between Callowmere and the company or its executives. I would expect the board to assess my independence under its exchange's listing standards, including the additional considerations that apply to compensation committee members, and I would not describe myself as independent before that assessment.
Board and committee exposure
Served as a director
Tredway Workforce Alliance
Board of directors; personnel committee chair from 2023; finance committee member
April 2022–present
Director of a Richmond workforce-training nonprofit; chairs the committee that sets the executive director's pay and reviews staff policies.
Reported to a committee
Callowmere Financial Corporation
Board compensation committee
March 2021–present
Prepares the committee's materials on executive pay, the annual incentive risk review, pay equity and shareholder engagement; attends all meetings apart from executive sessions.
Presented to the Board or a committee
Callowmere Financial Corporation
Board risk committee
2023–present
Presents control-role succession evidence and the annual note on how the second line develops judgement.
Presented to the Board or a committee
Callowmere Financial Corporation
Full board
2023–2024
Presented the workforce integration plan and retention design for the Kelverdine acquisition, and quarterly integration people reports.
Reported to a committee
Ravensholt Bank
Board compensation committee
2011–2016
Principal author of committee papers, including those for the bank's first advisory say-on-pay vote and the incentive plan inventory.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian register for independent directors of Indian companies, and it does not apply to the US appointments I am considering. I have not registered and have no present plan to seek a directorship in India. For a US listed company, independence would be assessed by the board under its exchange's listing standards.
- A two-day compensation committee programme for prospective directors, completed in 2025
- Annual briefings from Callowmere's independent compensation consultant on proxy-adviser policy and peer-group construction
- Nonprofit board service since 2022, including personnel committee chair from 2023
- Director-education sessions on financial statement oversight and audit committee practice, 2024
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Compensation committee, after serving one full annual cycle as a member · Personnel or human resources committee of a not-for-profit board |
|---|
| Ready to join | Compensation committee · Nominating and governance committee · Risk committee of an organisation with large customer-facing operations |
|---|
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 1
- Sectors
- Healthcare providers with large frontline workforces · Business services with contact-centre or field operations · Insurance or wealth management firms with no lending overlap with Callowmere
- Company type
- Listed mid-cap company or large not-for-profit with an established compensation committee and an independent compensation consultant
- Company stage
- An organisation after a merger or in a significant workforce transition, where pay, conduct and succession need board attention together
The seat I am pursuing
I am looking for one non-executive seat on the board of a listed mid-cap company or a large not-for-profit with a frontline workforce of several thousand people, where pay, conduct and succession need board attention together. Healthcare providers, business-services companies with large contact-centre or field operations, and insurance or wealth businesses with no lending overlap with Callowmere are the settings where my experience would transfer most directly. I would like to serve on the compensation committee and, after a full cycle, to chair it if the board wished. I am not interested in a seat chosen for my title or network, and I would not join a board that wanted a banker's name without a compensation committee role. Before taking a conversation further I would want to understand the chair's view of what the board lacks, the committee's relationship with its consultant and the company's recent say-on-pay history.