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Governance for small cap companies (whose market capitalization is generally between $300 million and $2 billion) can be quite different from that of large cap companies. Corporate governance is not one-size-fits-all and small cap boards of directors face several unique challenges. Small cap companies often have a particular “do or die” pressure to grow and evolve and are generally more vulnerable to financial crises and global events. At the same time, most small caps are large enough to be subject to the full complexity of regulatory compliance and yet may not have the scale and resources to readily navigate these issues as compared to larger companies. In some cases, small cap companies are easier targets for activist investors, lack deep relationships with institutional investors, and are more vulnerable to outside forces in general. This session will review these issues and discuss how directors might best build trust within a small cap board and with the company leadership as part of the strategy to address these unique challenges. The panel will also discuss the best practices that small cap boards are deploying on matters related to diversity, ESG and similar hot topics.

SPEAKERS

BEATRIZ INFANTE

Beatriz Infante is an award-winning public and private company Board Director and former 4X CEO with a track record of successfully leading multiple international technology businesses to extremely high levels of growth, profitability and shareholder return. As an operational leader, she led both early stage and F100 organizations through $2B in revenues across a variety of technology sectors – enterprise software, SaaS/Cloud, big data & analytics, cybersecurity, digital transformation, communications, mobile, and hardware.  She is an experienced Chair of Compensation and Governance Committees, and an experienced Audit Committee member.

Beatriz founded BusinessExcelleration to help companies at strategic inflection points reach their growth objectives. She serves on the boards of Ribbon Communications, Liquidity Services, and PriceSmart, and serves on the advisory board to the Princeton School of Engineering & Applied Science.

As Chairman and CEO, Beatriz led the industry’s most successful communications company turnaround, taking Aspect Communications from a substantial operating loss to record revenues, record operating profit, and record cash flow, and as CEO, led three venture-backed companies to successful exits. She served as senior vice president at Oracle reporting directly to Larry Ellison and was responsible for Oracle’s open systems group, which she led through ultra-high growth to nearly $2B in revenue, and subsequently led Oracle’s next-generation products group.

She is a National Association of Corporate Directors 2016 Directorship 100 Honoree and an NACD Board Leadership Fellow, and was named by Financial Times to its 2013 Top 50 Digital Directors list.

KEN TRAUB

Ken Traub has 30+ years of successful experience as a CEO, senior executive, director and investor in public and private companies since earning an MBA from Harvard Business School in 1988. Ken specializes in investing in, managing and advising undervalued companies and driving strategic, operational, financial and governance improvements in order to enhance shareholder value.

Ken is currently Managing Partner at Delta Value Group, Chairman of the Board of Directors at DPS Group, and a Member of the Board of Directors at Tidewater Marine and Athersys.

DEREK ZABA

Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance. Over the past two decades, he has been involved in dozens of activist campaigns and proxy contests in various advisory and principal capacities. Prior to Sidley, Derek was the head of the activism defense practice at a leading shareholder engagement and corporate governance advisory firm. He also served as a Partner and investment professional at activist and event driven hedge funds. Derek began his career as a corporate associate at a New York-based law firm.

He holds a J.D. from Stanford Law School, where he graduated Order of the Coif; an MBA from the Olin School of Business at Washington University in St. Louis, concentrating in Finance; and a bachelor’s degree in Systems Science and Mathematics, cum laude, from the School of Engineering and Applied Science at Washington University in St. Louis. While at Washington University, he led university teams that won the highest award at the Consortium for Mathematics and Its Applications (COMAP) international Mathematical Contest in Modelling in consecutive years.

Derek is a member of the State Bars of California and New York.

F. DANIEL SICILIANO, moderator

F. Daniel Siciliano is a successful technology CEO-founder and entrepreneur, as well as Chairman of the board of the Federal Home Loan Bank of San Francisco, and a recognized expert in corporate strategy and governance, capital financial markets, executive compensation, and technological disruption (including fintech, AI and cybersecurity). He is currently Chairman of SVDX, board member of the Latino Corporate Directors Education Foundation, and a fellow at Stanford University.

NANCY EASTERBROOK, introductory remarks
Nancy Easterbrook is the Executive Director of Silicon Valley Directors' Exchange. With almost two decades of experience in creating partnerships and raising money to support nonprofit organizations, she has built strategic relationships through communication, community outreach, and innovative collaborations. Prior to SVDX, Nancy was Director of External Affairs at the Stanford Center on Longevity, and Associate Director of Development at Stanford Law School.