Tiffany Wooley, assistant corporate secretary and chief counsel for executive compensation and governance with Marsh & McLennan Companies, is this year’s governance professional of the year (large cap), having demonstrated her effectiveness both in implementing important governance initiatives and as an advocate for the firm. Key to all of this has been her ability to communicate.
According to her nomination, Wooley was ‘on the front line’ of the Marsh & McLennan board’s decision to adopt proxy access in January 2017. Although the firm adopted a standard ‘3/3/20/20’ proxy access model, it was necessary to give board members detailed briefings to ensure they understood all the details and implications – and this resulted in 10 pages of text to revise the bylaws, Wooley tells Corporate Secretary. The board briefings enabled the governance team to move quickly with implementing changes once a decision was made, she adds.
During the awards review period, Wooley was also charged with preparing for the company’s AGM amid concerns that a particular shareholder might cause disruption. That preparation involved co-ordinating teams such as security, communications, governance and legal, as well as conducting a more detailed walk-through than usual. But it also involved working to understand the different positions at play, and ultimately the meeting was completed without a hitch. ‘You need to think about other people’s perspective,’ Wooley says.
Another challenge arose when ISS’ annual governance ratings update in late 2016 hurt Marsh & McLennan’s overall QualityScore due to a changed compensation score. Rather than accepting the score, Wooley believed it was due to an adverse interpretation of the firm’s equity plan provisions and launched an ultimately successful engagement process with ISS to revise the scoring.
‘It happens to be an area I know and love: executive compensation,’ she says. Her approach was highly technical and with the stance that ‘we’ve got to get this fixed’, she explains. She also praises ISS for its willingness to have a dialogue.
When asked what makes a good corporate governance professional, Wooley responds that he or she needs to be both thoughtful and practical.
She’s not alone in her opinion. ‘Tiffany has always been grounded with the technical expertise of an executive compensation lawyer,’ her award nomination states. ‘But what has set her apart is her understanding of how best to marry that technical expertise with the company’s strategic and business goals.’
This article originally appeared in the Winter issue of Corporate Secretary.
Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
