Shareholder Activism; Board Governance & Effectiveness; and Conversation with WEC Energy CEO, Allen Leverett

Leadership Lyceum: A CEO's Virtual Mentor

A CEO’s Virtual Mentor Episode 12

Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness; and a Conversation with WEC Energy Group CEO Allen Leverett

Guests include:

• Chris Young, Managing Director and Head of the Contested Situations Group, Credit Suisse
• Allen Leverett, President and CEO of WEC Energy
• Tanuja Dehne, Corporate governance expert and independent director of publicly-traded companies.

If you haven’t joined us in a while, you may have missed the announcement that we formed two companies under Leadership Lyceum’s brand: Lyceum Leadership Consulting which provides executive and board of director’s search, board effectiveness review, and an array of services for successor development and board-readiness. And Lyceum Leadership Productions which brings you this podcast.

• Segment I - a continuation of our discussion on Shareholder Activism with Chris Young from Credit Suisse. We will cover what Chris describes as The Vulnerability Framework. We will discuss the conditions that make a company particularly vulnerable to activism.
• Segment II - a conversation with Allen Leverett, President CEO of WEC Energy Group in Milwaukee. We will discuss how WEC has reshaped itself through M&A over the last 10 years into a vastly different company that serves 4.4 million customers across 4 states in the upper Midwest.
• Segment III - a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness.
• Famous Last Words - In our last episode, Episode 11, we introduced a spot called Famous Last Words. We intersperse excerpts from MGM’s 1954 movie Executive Suite starring William Holden, Barbara Stanwyck, and Fredric March. For you utility enthusiasts, it also stars the PPL Building (Pennsylvania Power & Light) in Allentown, Pennsylvania as the exterior of the Tredway Corporation. The plot backdrop -- Avery Bullard, President of the Tredway Corporation has died. But he never named a clear successor, so the Board members must choose. The most likely candidate is Loren Shaw, a skilled businessman with a high degree of financial acumen. Their intense and consequential boardroom discussion will weave through our episode.

Thanks for joining us. We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes. See you next time.

Informative and Helpful Links

The Lyceum’s Well-Tuned Governance Model

https://www.leadershiplyceum.com/lyceum-board-effectiveness

Program Guide Episode 12

Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness;

and Conversation with Wisconsin Energy CEO Allen Leverett

0:30 Introduction to Lyceum’s brands and the podcast Episode 12

1:44 Introduction of Famous Last Words spot – MGM’s Executive Suite

3:47 Famous Last Words spot – MGM’s Executive Suite plot summary

2:35 Famous Last Words – Executive Suite 1/5

3:22 Break 1

3:36 Introduction to Segment I – Shareholder Activism with guest Chris Young, Managing Director of Credit Suisse on The Vulnerability Framework

7:20 Famous Last Words – Executive Suite 2/5

8:28 Break 2

8:41 Segment I (cont.): Chris Young of Credit Suisse

15:26 Famous Last Words – Executive Suite 3/5

17:17 Break 3

17:32 Wrap up of Segment I on Shareholder Activism and preview of next month’s Episode 13 with the final chapter in the series with Chris Young.

17:48 Introduction of Segment II: Interview with Allen Leverett, CEO of WEC Energy Group

27:28 Break 4

27:51 Segment II (cont.): Interview with Allen Leverett

41:30 End of Interview with Paul Bonavia

33:45 Break 5

34:06 Segment II (cont.): Interview with Allen Leverett

37:03 End of Interview with Allen Leverett

37:08 Famous Last Words – Executive Suite 4/5

38:22 Break 6

38:35 Introduction to Segment III – Corporate Governance and Board Effectiveness, a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness.

45:34 End of Segment III and preview of next month’s Episode 13 with Tanuja Dehne

45:45 Conclusion of Famous Last Words with Executive Suite 5/5

Biographies of Guests

Mr. Chris Young

Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients.

Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism.

Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.

Mr. Allen Leverett

Allen Leverett was named president of WEC Energy Group in June 2015 and chief executive officer in May 2016. He was appointed to the board of directors in January 2016.

Leverett had served as president of Wisconsin Energy Corporation since August 2013, as well as president – Wisconsin, Michigan and Minnesota, with responsibility for business operations of the company’s utilities in those states.

Previously, Leverett served as president and chief executive officer of We Generation, the company’s power generation group, since March 2011, with overall responsibility for the company’s electric generation portfolio, fuel procurement, environmental compliance and renewable energy development strategy. He joined Wisconsin Energy in 2003 as chief financial officer. In May 2004, he was named executive vice president and chief financial officer of Wisconsin Energy and We Energies.

Prior to joining the company, Leverett served as chief financial officer and executive vice president of Georgia Power in Atlanta, Georgia. Before that, he was vice president and treasurer of Southern Company Services, with overall responsibility for financial planning and analysis, capital markets and leasing, treasury and investor relations. Previously, he held a variety of positions in transmission planning, integrated resource planning, strategic planning, wholesale marketing and finance.

Leverett earned his bachelor’s degree, summa cum laude, in electrical engineering and mathematics from Vanderbilt University, Nashville, Tennessee. He also earned a master’s degree in electrical engineering from Stanford University, Palo Alto, California, and a Master of Business Administration degree with a finance concentration from Auburn University, Auburn, Alabama.

Leverett is a director of American Transmission Co., non-executive chairman of Church Mutual Insurance Co., and a member of the board of directors of the Electric Power Research Institute (EPRI) and the Edison Electric Institute (EEI).

Ms. Tanuja Dehne

Tanuja Dehne is a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others.

During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores.

Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Granite Point Mortgage Trust, Inc. (NYSE: GPMT), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law.

Ms. Dehne’s Upcoming Speaking Engagements:

• September 14, 2017: ABA Annual Meeting of Business Law Section in Chicago: Driving Boardroom Diversity: An Inside Look at What’s Important and What’s Next
• October 2, 2017: NACD Annual Global Summit, National Harbor, MD: Compensation Board Committee Forum
• October 25, 2017: BSR Annual Conference 2017 - How Businesses Lead in Los Angeles: “Engaging Boards: Making a Case” - engaging boards on sustainability issues

Host Mr. Thomas B. Linquist

Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients. This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors. He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago. He is an expert on hiring and promotion decisions and leadership development. Over the course of his search career, he has interviewed thousands of leaders.

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Program Disclaimer

The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast.

This podcast Leadership Lyceum: A CEO’s Virtual Mentor has been a production of The Leadership Lyceum LLC. Copyright 2017. All rights reserved.