Board of Trustees 

 

For a mutual company, good corporate governance means the interests of the policyowners are kept paramount. It also means that the company operates in a manner that maintains its financial strength. We have assembled a board whose members are committed to upholding both of these standards.

Board Members 

FAQs 

 

 

 

 

Meet the Board of Trustees


John N. Balboni
Retired Senior Vice President and
Chief Information Officer
International Paper

David J. Drury
Owner and Chief Executive Officer
Poblocki Sign Company LLC

Connie K. Duckworth
Founder and Chief Executive Officer
Arzu, Inc.


James P. Hackett
Vice Chair
Steelcase Inc.

P. Russell Hardin
President
Robert W. Woodruff Foundation, Inc.

Hans Helmerich
Chairman
Helmerich & Payne, Inc.

Dale E. Jones
President
Diversified Search

Margery Kraus
Founder and Chief Executive Officer
APCO Worldwide

David J. Lubar
President and Chief Executive Officer
Lubar & Co.

Ulice Payne Jr.
President and Chief Executive Officer
Addison-Clifton, LLC


John E. Schlifske

Chairman and Chief Executive Officer
Northwestern Mutual Life Insurance Company


Mary Ellen Stanek
Managing Director and Director of Asset Management
Baird Advisors, Robert W. Baird & Co.
President
Baird Funds Inc.

S. Scott Voynich
Managing Partner
Robinson Grimes & Company, PC

Ralph A. Weber
Founding Member
Gass Weber Mullins LLC

Barry L. Williams
Retired Managing General Partner
Williams Pacific Ventures, Inc.

Benjamin F. Wilson
Managing Principal
Beveridge & Diamond PC

Edward J. Zore
Retired Chairman and Chief Executive Officer
Northwestern Mutual Life Insurance Company

Trustees as of May 7, 2014

 

FAQs about Northwestern Mutual's Board of Trustees

What role does the Board of Trustees play in corporate governance?
How many members of the Board of Trustees are there and what are the requirements for membership on the board?
How are members of the Board of Trustees elected?
Who are the leaders of the Board of Trustees, and how are they chosen?
How often does the Board of Trustees meet?
Are there limits on length of service for Board of Trustees members?

What role does the Board of Trustees play in corporate governance?
The Board of Trustees is elected by the policyowners of Northwestern Mutual. It has basic responsibility and authority on all company matters. The board elects the chief executive officer and the other executive officers of the company, who manage the company.

The primary function of the board is oversight; it defines and oversees compliance with standards of accountability and monitors the effectiveness of management's policies and actions in such a way as to enable management to execute its responsibilities in the interests of the company's policyowners.

Much of the work of the board is accomplished by board level committees. The five standing committees of the board are:

  • audit
  • executive
  • finance
  • human resources, nominating and corporate governance
  • operations, technology and marketing

How many members of the Board of Trustees are there and what are the requirements for membership on the board?
The board is currently comprised of 18 trustees, all of whom are policyowners. Under the by-laws, those policyowners eligible to be nominated and elected to the Board of Trustees are:

  • citizens of the United States
  • at least 25 years old, not more than the mandatory retirement age (70)
  • have no relationship which would impair independence of judgment regarding the company's affairs

Except for the chairman of the board, if any, the president, and two other executive officers, no trustee may be an executive officer, officer, other employee or agent of the company.

How are members of the Board of Trustees elected?
Under the by-laws, trustees are elected by their fellow policyowners at the Annual Meeting of Policyowners. Before each annual meeting, the board proposes for nomination a slate of candidates to fill every vacancy on the board to be filled by election at the annual meeting (including election of incumbent trustees whose terms are expiring at the meeting). Policyowners may vote in person or by proxy at the annual meeting. The board may fill a vacancy in its ranks by appointing a policyowner to serve as a trustee, but that person must stand for election by fellow policyowners at the following year's annual meeting.

The human resources, nominating and corporate governance committee reviews and assesses the mix of expertise and experience of the board in the context of its current membership and seeks to ensure that the right combination of talents, skills and characteristics needed to maintain an effective board is possessed by the members of the board. Diversity of thought, as well as of gender, ethnic background and geographic origin, are some of the characteristics that are considered in assessing the make-up of the Board.

Who are the leaders of the Board of Trustees, and how are they chosen?
The company’s chief executive officer currently serves as the chairman of the board. The chairman is elected by the Board of Trustees. The board believes that the company’s chief executive officer is best situated to chair the board. Combining the two roles in one person facilitates the flow of information between management and the board, allows for better identification of the company’s strategic priorities and facilitates discussion and execution of strategy, all of which are essential for effective governance.

Recognizing the critical role that independent trustees play in corporate governance, the Board of Trustees has also elected a lead independent trustee. The lead independent trustee generally presides at closed sessions of the board at which only trustees who are not members of Northwestern Mutual management are present and serves as a liaison with whom other non-management trustees may raise issues and suggest topics of potential board-wide interest. The lead independent trustee meets regularly with the chairman to discuss these issues and topics, and helps establish the board’s agenda.

Each of the standing board committees also has a chair, who is chosen by the full Board of Trustees. The chairman of the board chairs the executive committee and the finance committee, while independent trustees currently chair the other board committees.

How often does the Board of Trustees meet?
There are six regularly scheduled board meetings each year. Additionally, each year one of the regular board meetings becomes a multi-day session that provides for a more in-depth review of strategic issues facing the company.

As the board conducts much of its work through its committees, regular committee meetings are held in conjunction with the regular meetings of the board.

Are there limits on length of service for Board of Trustees members?
The board established a retirement policy which requires trustees to retire at the Annual Meeting of Members following attainment of age 70. However, a trustee who is a member of company management (other than the CEO) must retire from the board at the same time he or she ceases to serve as an executive officer of the company.

Since 2002, term limits apply to trustees elected since that date; tenure ends after completion of three consecutive four-year terms.

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