Sacramento-based firm helping people who have been laid off find jobs

The coronavirus pandemic and the order to stay indoors has led to many layoffs all over the country.

A Sacramento based firm, Wilcox, Miller and Nelson, has made a website from Career Partners International available, to help those in the Sacramento area, dealing with that hardship.

The website will help you not only find unemployment benefits, write a resume and create a budget, but will help you find a job as well.

Assistance To Individuals Impacted By COVID-19

Our partner, Career Partners International, is proud to launch the CPI resource center for individuals experiencing a job loss due to COVID-19, who have no professional career transition assistance.

CPI’s Mission includes “…embracing each organizational and individual challenge uniquely.” As global corporate citizens in this time of unique organizational and individual impact, we have an obligation to assist the very ecosystem in which we exact commerce.  As such, CPI has posted some basic guidance notes and tools individuals in need can use to help begin finding their way through sudden job loss. This site can be accessed by clicking on the new banner on CPI’s home page or directly through this link,

A message has also been posted on linkedin at 

Achieving Harmony on Pay, Retention When Companies Merge

Strategically merging
companies is critical to driving new growth and unlocking value for both
organizations involved in a mergers and acquisitions (M&A) transaction. But
beyond the operational and market awareness challenges, management and human
resources teams face pressure when the merging organizations have major
differences in culture and compensation philosophy.

integrating companies, retention and engagement are crucial; in particular, compensation
plays a huge role in accomplishing those objectives. Since mergers often
include companies in the same industry with similar talent dynamics, the
likelihood of major discrepancies in pay philosophy is probably minimal.

But in today’s executive compensation environment, and nearly a decade after the advent of say on pay, companies are becoming more willing to push the boundaries on pay philosophy to attract and retain talent. One popular example is Netflix, where executives can choose how they want their compensation delivered between salary and stock options. (I hope no one has buyer’s remorse!)

So, what
happens when two merging companies have completely different compensation
philosophies? Imagine that a company with a pay mix philosophy that is heavier
on cash (versus equity) merges with a company that is lower on cash but
delivers more equity: The combined company probably can’t afford to increase
cash for one group of employees and increase equity for another to create consistency.
Additionally, companies can also have other philosophical differences on issues
like equity grant practices (e.g., time-based restricted stock versus options
versus performance-based restricted stock) or cash incentive designs (e.g., formulaic
versus discretionary versus no program).

What philosophy
will win the day, and how do you harmonize the programs while integrating the
businesses? Boards and their organizations can take several key steps:

1. Determine the rationale. Boards should start with the strategic rationale behind the merger—that is, “What are the business objectives we believe we can achieve?”—and then ask, “What is the talent strategy necessary to achieve the business strategy?” A compensation philosophy is sub-optimal if it does not support the organization’s underlying business, talent, and culture, which makes articulating the talent strategy essential.

Let’s go back to the previous
example of companies with different pay mix philosophies: If the merged
company’s talent strategy is to drive a heightened performance culture through
equity ownership, then the low-on-cash, high-on-equity philosophy may be the
right path forward. This doesn’t necessarily mean that the organization needs to
immediately replace cash with equity for individuals that were previously high
on cash and low on equity. Rather, the company should develop a strategy on how
to manage this issue over time.

2. Assess the pay philosophies. After defining the talent strategy, management teams should consider conducting an assessment on key elements of the pay philosophy to recognize where similarities and differences exist on issues such as the prominence of pay, market positioning, and mix of incentives. Developing this framework will help determine the scope of the issues and develop a timeline with priorities.

Throughout this process, it’s important
to recognize that harmonizing pay programs will not happen overnight and may take
a couple of years. As with any other change to an organization, articulating
and communicating the desired compensation philosophy going forward can help
management teams transition to the desired end state.

3. Focus on retention and engagement. Once the compensation
philosophy is articulated and has a roadmap, the company can turn to the issue at
hand—retention and engagement through the transition. Retention actions are not
always necessary but can be used on a targeted basis.

For those individuals for whom specific
actions may be appropriate, there is a spectrum of approaches to consider. The
decision often depends on the criticality of the role, the desired retention
and engagement period (i.e., short-term versus long-term), and if there are any
specific performance milestones to achieve. A few approaches include increasing
severance protections for a period of time before sunsetting to original
protections, delivering cash stay bonuses for near-term transitions, or
awarding meaningful equity grants for those critical to the long-term
succession plans of the organization.

The best
outcome when going through a merger is to reduce (and, if possible, eliminate)
any distraction that takes focus away from the business needs. A clear
compensation philosophy and framework based on future business objectives can
allow a company to move forward rather than being stuck starting with the
programs of the past.

Partnering the pay philosophy with a thoughtful approach to retention allows companies to spend more time thinking about the next strategic business decision to drive shareholder value rather than worrying about the loss of talent and delayed integration efforts.

Michael Gorski is a senior consultant with Semler Brossy Consulting Group working out of the Los Angeles office.

Governance Benchmarks: Do We Measure Up?

We routinely use targets and benchmarks to analyze virtually every
aspect of company performance: comparing budget to actual spend, noting changes
in customer satisfaction ratings, and analyzing the percentage of defects with
ferocity. But there is one very important aspect of business performance that too
often goes unchecked.

Most companies don’t measure their full system of corporate
governance, many do poorly on key components of governance, and boards too
often rely on inadequate information and hesitate to challenge what they’re
told by management.

These are among the findings of a new scorecard on corporate America, the inaugural American Corporate Governance Index (ACGI), developed through a partnership of The Institute of Internal Auditors and the University of Tennessee, Knoxville’s Neel Corporate Governance Center.

The ACGI doesn’t just look at publicly observable measures of corporate governance (executive compensation reporting, etc.). The index is based on eight principles that define core actions and responsibilities of the board in support of ethical and sustainable corporate governance. These “Guiding Principles of Corporate Governance” reflect the perspectives of leading organizations in the United States and around the world, including NACD, the Business Roundtable, the Committee of Sponsoring Organizations of the Treadway Commission, the King Commission, the New York Stock Exchange, and the Organisation for Economic Co-Operation and Development.

To create the index, US-listed company chief audit executives
(CAEs) answered questions that were based on the principles. One of the
principles states, for example, “Companies should be purposeful and transparent
in choosing and describing their key policies and procedures related to
corporate governance.” So, how did surveyed companies score on this front? They
received, on average, a “C-.”

Based on this survey of those ideally positioned to have an
enterprise-wide view of governance practices and controls—CAEs—the ACGI found
that most publicly held companies have no formal mechanism for monitoring or
evaluating the full governance system. What’s more, only one in five said they
audit their full system of corporate governance on an annual basis.

Overall, the results of the ACGI are sobering. The index gave corporate America a score of only “C+,” and while that seemingly above average grade might not sound so bad, any rating less than “A+” reflects some level of governance deficiencies.

Among key findings of the index:

While the overall score on governance was a “C+,”
10 percent of the surveyed companies scored an “F.”More than one-third of board members aren’t
willing to challenge their CEO, saying they would yield to a hypothetical chief
executive wanting to wait on reporting negative news.When boards receive information, they are not
verifying its accuracy. The index gave a “D” rating on board members asking
about information’s accuracy or completeness. A higher level of board independence indicates
stronger governance, with a higher percentage of independent board members
associated with a stronger ACGI score on average.One of the most troubling—though perhaps not surprising—findings
of the ACGI was that many companies are so focused on short-term success that
they neglect long-term sustainability. Indeed, the index rated this area a “D”
for the surveyed companies. Balancing short- and long-term needs certainly
falls primarily on senior management, the ACGI states, but boards “must
reinforce their commitment to long-term performance and value.”

What’s measured holds the greatest potential for improvement, but
meaningful improvement requires that we measure the right things
systematically, thoroughly, and often, using appropriate measurement criteria. Unfortunately,
many companies have found that identifying appropriate performance criteria for
corporate governance can be a big challenge.

Some directors think of their board’s self-assessments as
governance evaluations. Certainly, board performance is a critical element of
corporate governance. But corporate governance isn’t limited to board
performance. It encompasses all of the systems by which organizations are
directed and controlled. It’s about how we make decisions, establish
objectives, accomplish those objectives, and monitor our progress. It’s about
motivating, disciplining, and rewarding behaviors.

A board self-evaluation considers only a fraction of the total
governance system, and it is difficult to be unbiased about the organizations
we control. That’s one of the reasons we need objective benchmarks like the
ACGI against which we can assess governance. The ACGI will be further developed
for this purpose.

Every organization is unique, and effective governance is both
an art and a science. Nothing we can do will guarantee that governance will
always be effective, but every US public company should monitor and evaluate its full
system of governance every year. As well, directors must demand objective, relevant,
and timely information, presented in context and with specific benchmarks and trend
information, to know whether their governance system is operating as intended. And
they need to challenge what they’re told, if necessary. There may be no more
important task for ensuring the long-term success of American businesses.

Richard F. Chambers (CIA, QIAL, CGAP, CCSA, CRMA) is president and CEO of The Institute of Internal Auditors. In his weekly blog, he shares insights on topical issues and trends related to organizational effectiveness, governance, accountability, and leadership based on more than 40 years of experience in the internal audit profession.

Maintaining a High-Value Board-CEO Relationship

Achieving that healthy tension in the boardroom—where the board
is advising the CEO and management team while maintaining objectivity,
independence, and skepticism—has always been a challenge. Yet, the mounting
complexity of the current business environment has placed tremendous pressure
on boards and CEOs to deliver results.

Rapid technological change and business model disruption, economic and geopolitical uncertainty, and investor demands to hold CEOs and boards more accountable for performance all place possible strains on the board-CEO relationship. As the authors of “The CEO Life Cycle” note, this intensifying external pressure “raises the odds of adversarial dynamics between CEOs and directors, leaving many CEOs feeling unsupported and misunderstood.”

At our recent KPMG Board Leadership Conference and in subsequent discussions with directors and CEOs on how boards are supporting their CEOs and management teams today, several observations stood out as great guidance for boards to navigate this relationship.

Set clear expectations that the
board’s role extends beyond compliance and oversight and that it includes serving
as a resource for the CEO. Several directors expressed concern that the emphasis today on
the board’s fiduciary and compliance responsibilities has overshadowed its responsibility
to serve as a resource to the CEO and senior management team.

one chair and CEO said, “The real value of a board is to help the CEO meet his
or her objectives.” Directors who have a solid understanding of the business
and relevant business or professional experience can provide valuable guidance
and counsel. The board plays a role in both defense and offense.

Transparency is key to
building trust and confidence between the board and the management team. As one director noted,“The
starting point for an effective and high-value CEO-board relationship is full,
open, transparent communications—both ways.” The CEO sets the tone for
management’s engagement with the board and committee leaders, and the board’s
expectation is that “there will be no surprises.”

At the same time, management should expect no surprises from the board. If a director has a concern or issue, the lead director and/or committee chairs should communicate the issue to management before the board meeting. That gives management an opportunity to address the issue without feeling that a director is trying to be a “sharpshooter.” Likewise, another director stated, “management needs to have enough trust in the board to bring issues to the board for discussion before management has all the answers.”

The CEO needs to drive the
right relationship with the board. It’s the CEO’s
responsibility to foster seamless communication with the board and to work with
the lead director to find the right level of board engagement, particularly on the
issues that are most critical to the long-term success of the company—such as
strategy, risk management, talent, management succession, and the culture
throughout the organization.

one CEO stated, “Boards are teams whose members each perform critical functions
but who work in concert with one another; the CEO needs to work deliberately
with the lead director on building the team of the board.”

The lead director, as the point
person for the independent directors, plays a critical role in developing and
maintaining a healthy board-CEO relationship. A key role for the lead
director is to facilitate transparency and trust among board members and
between the board and the CEO and management. To that end, the lead director

Have ongoing communication—both with the CEO and with
individual directors—between board meetings. Prior to board meetings, the lead
director should solicit input on possible agenda items or issues of concern
from other directors and share them with the CEO. Encourage board meetings to be a dialogue, with most time
devoted to forward-looking issues rather than retrospective items. Closely monitor the boardroom culture to ensure everyone’s
views are heard. Use executive sessions to identify issues and concerns that
other directors may not feel comfortable sharing with the CEO during board
meetings. Instill confidence and trust in fellow board members that the
board’s collective views are being heard and considered in the messaging back
to the CEO and management team. To maintain the trust of the CEO, management
team, and directors, the feedback needs to be clear, timely, and consistent.As
a conduit for the board, the lead director needs to forge a special
relationship with the CEO and be viewed by the CEO as a valuable resource.

In the months ahead, pressures on
the CEO and board are likely to intensify, particularly with the possibility of
an economic downturn on the horizon. These pressures make a healthy
relationship between the board and CEO even more important.

Patrick A. Lee is a senior advisor to KPMG’s Board Leadership Center.

Coronavirus and Political Unrest: Determining Compensation in Uncertain Times

US companies doing
business in China are grappling with how to determine bonus payouts for 2019
and incentive plan goals for 2020 given the political unrest in Hong Kong and
the recent coronavirus outbreak that began in the city of Wuhan.

Starting in summer
2019 and increasing in scale and violence over the course of the year, protests
have disrupted businesses in and around Hong Kong, an important financial hub
and consumer market. Additionally, over the last six weeks, the global spread
of the coronavirus has had a significant and far-reaching economic impact.

China is an economic
powerhouse—the second-largest economy in the world. Many US and global companies depend on its
supply chain and manufacturing capacity, and companies also look to China’s
rising middle class as a vibrant market for their products and services,
providing an important opportunity for organic growth.

Given these
extraordinary circumstances, Compensation Advisory Partners (CAP) has outlined
approaches that compensation committees can take to determine 2019 executive
bonuses and plan for 2020. 

Determining 2019

For companies with
operations in Hong Kong, one of two philosophies can help determine 2019 bonuses.
The first is that executives need to manage their
business through various challenges, and political unrest is just one of many risks faced by management. Under this
approach, performance targets are not adjusted, and incentive-award outcomes
align with the goals established at the beginning of the year.

The second philosophy
is that incentive plans should reward the management team for operating performance
that is within its control (i.e., supporting strong line of sight). Under this philosophy,
adjustments to performance targets are allowed for extraordinary, material, and
unforeseen circumstances (and political unrest qualifies). Such adjustments
would neutralize the financial impact of the Hong Kong protests, and management
would be neither rewarded nor penalized for such an extraordinary event.

Given that 2019 is
over, the Hong Kong protests’ financial magnitude and business impact for the
year are quantifiable. With the amendment of tax rules (Section 162(m)) that previously
required establishing goals in the first quarter and did not allow for subsequent
upward discretion, CAP expects to see companies using more discretion and
adjusting for extraordinary items more frequently. In doing so, companies need
to explain the rationale for the adjustments to executives, employees, and
shareholders to maintain the integrity of incentive plans. 

Planning for 2020: A Financial
and Qualitative Approach

In setting
performance measures and goals for 2020 incentive plans, CAP advises companies to
take an approach that is both financial and qualitative given the potential
impact of the coronavirus and the continuation of the Hong Kong protests. From
a financial perspective, companies are already adjusting financial forecasts
based on what they know now. The list of companies that have cited the impact
of the coronavirus specifically as a risk to previous guidance in the first
quarter is growing daily, although it’s impossible now to know the extent of
the crisis and the potential financial impact.

For incentive plans
based on achieving specific numerical results (for example, specific revenue
or net income
targets), the goalpost is moving—and will probably continue to move—until targets
are approved by compensation committees in February and March. From a planning
perspective, companies can allow for a broader range of outcomes by having a
lower threshold cut-in for bonus payouts (at commensurately lower payout levels);
set differential performance targets based on high, medium, or low scenarios for
the coronavirus impact; or allow for a discretionary modifier (e.g., 10 percent
to 20 percent) based on the compensation committee’s discretionary evaluation.
At the end of the year, any further adjustments will depend on the company’s
philosophy on retroactive
incentive plan adjustments.

From a qualitative perspective,
also can consider whether environmental, social, and governance (ESG) metrics
should be incorporated into the incentive plan in response to the coronavirus.
What specific policies and actions should be taken to ensure that the company
is doing the right thing by its employees, customers, and other stakeholders
given this pandemic? Thinking through the ESG issues mitigates the company’s
reputational and financial risk and may benefit shareholders over the long term.
Ways to incorporate ESG into incentive plans include having ESG as an
independent, weighted, and rewarded performance measure or having ESG as a
modifier (e.g., up to 20 percent) based on pre-established criteria for financially
calculated goals. If ESG is already part of the incentive plan, compensation
can consider whether ESG’s weight should increase if the company’s China
exposure is material.

As US companies
report business interruptions and revise their earnings estimates, the
potential impacts of the coronavirus and Hong Kong protests are truly unknown.
Even when the virus is contained, its economic, financial, and social impact
may linger. As a result, compensation
need to proactively plan and have a playbook for making pay decisions in this

Bertha Masuda and
Margaret Engel, partners at Compensation Advisory Partners, specialize in developing
innovative and practical compensation solutions, with a particular expertise in
short- and long-term incentive plan design and implementation.

Innovative CES Ideas Shaping the New Decade

among us doesn’t enjoy VIP treatment?

This January, the Consumer Technology Association’s CES had an eye-popping 100,000 attendees and another 75,000 media personnel and exhibitors. One week after the close of the show, NACD Colorado Chapter members had their own CES VIP experience of sorts to launch the new decade—without having to set foot on the CES floor.

president and chief strategy officer Erin Essenmacher and NACD faculty member
D’Anne Hurd presented the Colorado members with curated CES content and expert

thousands of exhibitors at CES, Essenmacher and Hurd profiled companies at the
chapter event who met one or more of the following criteria:

company’s tech impact was near- or long-term.The
company featured tech layered with changing consumer trends and/or social and demographic
company had produced partnership-driven innovation.Innovation
was applied at the company level for a strategic advantage.Here are some of the innovations they selected to discuss.

at CES

told the group, “All companies must be technology companies.” In that vein, Delta Air Lines was the first airline
to keynote and have a substantial exhibit at CES in 2020. At the company,
partnerships with Lyft, Misapplied Sciences, and Sarcos Robotics are helping to
transform the future of travel. Parallel Reality technology, now in the pilot
stage, provides passengers with personalized
screen content around a given airport (for multiple passengers on many screens
simultaneously) and in the language of their choice. And the world’s first
full-body, freestanding exoskeleton can be used to minimize employee injury.

Hurd, who grew up in dairy
country, highlighted John Deere
as no longer “defending and extending” but instead being customer-centric. This
nearly 200-year-old tractor manufacturer now considers itself a software
company. On display at CES was a large, high-tech tractor holding a 120-foot
sprayer and sensor boom—one of several new agricultural technology products
highlighted at the show to enhance farm profitability, productivity, and

Companies that
personalize and align their core values to consumers were well represented at
CES. Essenmacher and Hurd, both directors of the clothing brand Eileen Fisher, discussed
the company’s “Vision 2020” pledge to focus on environmental and social issues
as drivers of the business and its radical shift toward personalization. Under
this vision, apparel is not only created and worn, but also reused and, in its
third life, repurposed as home artwork, fitting with today’s more eco-conscious

Photo credit: Erin EssenmacherAdditionally, Essenmacher and Hurd noted the autonomous vehicles looked less like cars and more like “boxes on wheels”—and portend how the future of transportation might impact other ancillary business. Bosch’s CES booth presented the prototype of an all-electric self-driving pod. Toyota, meanwhile, is transitioning from a transportation company into a mobility company; its battery electric vehicle, developed as part of the mobility as a service (MaaS) trend, employs automated driving and an open, low-floor design. Safe Swarm by Honda aims to make traffic safer by using connected car and roadway infrastructure systems.

Overall Takeaways

Lessons from the chapter’s CES session are found below.

All companies must be technology companies.Personalize, personalize, personalize.Align company core values to customers.The Internet of Things (IoT) will soon be the Intelligence of
Things.New technologies require a new kind of risk oversight.At the end of this session, three powerful questions were
posed to jumpstart directors’ strategy conversations with management:

What will our company
look like in the year 2025?How do the trends seen
at CES apply to our company?How do new technologies
change our risk oversight processes?While the Colorado
Chapter members did not walk the CES exhibit halls themselves, the CES program
from Essenmacher and Hurd mirrored the experience with curated content and critical
director-centric observations tailored just for us.

Debra Koenig is chair of the NACD Colorado Chapter.

When To Discard Your Loyal Opposition

You need a meaningful level of loyal disruption, challenge, rebellion, and deviation on a team. Without it, inertia sets in. You don’t evolve. You stagnate and eventually get eaten by competition you don’t see coming. However, when your loyal opposition ceases to believe in your purpose – your mission, vision or values – it’s time to cut them loose.
As I wrote earlier in Why the Highest Performing Teams Always Fail Over Time, high performing teams need differential strengths, differential perspectives, deviation, and full spectrum creativity. You must find and nurture people with differential strengths that complement those already existing on your team, not reinforcing them. You must not push for perfect alignment of peoples’ behaviors, relationships and attitude with your existing culture.
But there’s no wiggle room on purpose. People that don’t share your mission, vision and values need to go away.
Click here to read more.

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