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He objected to Goldman's gift of , acres in Chile to the Wildlife Conservation Society , calling it a conflict of interest because Mr. Paulson is chairman of the Nature Conservancy, which works with the society, and has a daughter, Merritt, who sits on the society's board of advisors. Paulson batted away the charges with a simple defense: The board did it, not me.

He was not even part of the discussions of the Chilean land deal. Paulson's involvement with the conservancy or his advocacy of environmental causes. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming. Why wouldn't directors rubber-stamp Mr. There are no studies to prove this, of course. But the society pages hold a clue: It's the CEO who is toasted at benefits and photographed for posterity.

How often is the source of the funds -- the pockets of shareholders -- even mentioned? The Free Enterprise Action Fund , a tiny mutual fund with a conservative political bent, says the gift hasn't benefited Chile or Goldman shareholders. The fund petitioned the Wall Street firm on Friday to have its board review the gift as part of a broader study of Goldman projects supporting environmental causes, and seeks a shareholder vote on the proposal.

Treasury Secretary, defended the donation at Goldman's annual meeting on March 31, saying it was something 'Goldman Sachs wanted to do. Paulson's son, Henry Merritt Paulson. At the meeting, Mr. Paulson said he knew of the deal but recused himself from the decision, leaving it to the board. Paulson's underlying assumption is that whatever Goldman wants is proper. Now the country's most important court for corporate law has raised questions about some deals.

I n recent back-to-back opinions, the Delaware Court of Chancery criticized two publicly listed companies that have agreed to sell themselves to private investors. The rulings expressed concern that Topps Co. The author of both opinions, year-old Vice Chancellor Leo E.

Strine faulted the company's board for letting Chief Executive Robert E. Rossiter negotiate the deal with Mr. Icahn on his own. The Delaware court's increased scrutiny of possible conflicts comes amid rising complaints, and more lawsuits, criticizing buyout deals for allegedly enriching corporate executives at the expense of the shareholders. In the current buyout craze, many buyout firms retain the management by offering rich pay packages and a stake in the newly private entity.

These deals are being challenged in the courts by shareholders who allege that they are getting a meager payout for the company. They say boards are accepting deals based on factors other than the best-available price.

In addition, shareholders are accusing boards of running into the friendly arms of private-equity buyers to escape activist hedge funds, who are trying to oust them through proxy battles. In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion.

Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill. Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with. Hill and Richard W. Painter, professors at the University of Minnesota Law School. In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements.

Hill said in an interview. If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out. In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers.

It's a matter of mutual back-scratching, as another recent study confirmed. The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts.

Companies that pay too much also tend to perform worse than their peers. Kozlowski was exceptionally extravagant with company money, Mr. Campriello showed jurors an expense report Mr. John Fort submitted for his attendance at a single three-day board meeting. Campriello asked 'This is the way we traveled,' Mr.

Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person. The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan. In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time.

This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls. Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said. Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services.

Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr. Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes. Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees.

Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts. Independence of new chairman, who had sided with Eisner, is called into question.

Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do. Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D. Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday.

Mitchell's appointment is not sitting well with many of the investors … nor with corporate governance experts. They complained that not only does Mr. Mitchell have negligible corporate experience, but they say he is too closely allied to Mr.

Eisner and his appointment does little to address investor discontent with Mr. Eisner's management of the company. Mitchell takes umbrage at the notion he is beholden to Mr.

He said he had only had three social dinners with Mr. Eisner actually approached Mr. Mitchell in to gauge his interest in joining Disney as president.

Mitchell said because the decision was made only on Wednesday, the duties of the job had not been completely defined.

But he said the setup and his lack of business experience should not impede his ability to oversee Mr. The most beholden Directors may live in states of denial. And that has prompted some governance experts and investment fund officials to question his sincerity toward reform and sensitivity to appearances. Their concern is that directors may have competing loyalties between the shareholders they are supposed to serve and the executives who put them on the payroll.

Sidhu has … become a national force in community banking by repeatedly triumphing over rebellious directors and shareholders. Sidhu has excluded directors from important deal deliberations or waits until the last minute to brief them. Some investors say his public statements about acquisition plans are misleading. Sidhu has a board of supportive directors who have scant banking experience, are compensated unusually well and, in some cases, enjoy access to Sovereign loans and business opportunities.

While that's more than directors at similar banks get, Sovereign justifies the pay by noting that its directors meet 14 times a year, five more times than its peer average.

Sovereign has had business dealings with and made increasing loans to its directors in recent years. Sovereign added that the Troilo leases all have been at market rates. Troilo didn't return calls. Troilo so he could buy a Lawrenceville, N. To help secure the loan, Mr. Troilo used another Sovereign-mortgaged property, in Pennsylvania , that he also rented to the bank. The Monday filing said Mr. Troilo's bid was better because it included 'no financing, inspection or due diligence' conditions.

Was Sovereign concerned that its building could not withstand "inspection or due diligence"? Upon what objective criteria was that decision made and by whom? But, after all, it is just another instance of Shareholder assets being considered as chump change!

The bank offers no relevant disclosure about the loans, including terms, interest rates or performance. Relational Investors discovered the full extent of them only by cross-referencing Sovereign's Securities and Exchange Commission filings with records at the Office of Thrift Supervision.

Sovereign says the SEC filings excluded credit extensions that haven't been drawn down. Since , however, Sovereign's filings have included no specific figures, just vague reassurances. Wall Street is skeptical that a three-year turnaround plan will work, and Fitch has cut its bond rating to triple C, which is low even for junk bonds.

So far this year it is down another 27 percent. But there is little pain at the top. But there is no mention of internal equity -- of the justice of paying a lot to bosses when workers and investors are suffering. Perhaps board members think they deserve an increase because their past stock grants keep losing value. They face tricky choices in deciding how much to challenge year-old Mr. Mozilo, who co-founded the company 38 years ago. Countrywide's nonemployee directors collect fees, shares that they must hold for at least a year, and perks that include health insurance and spousal travel, according to the latest proxy statement.

The pay range is above median total compensation for directors of the largest U. Countrywide said directors review their compensation annually with the help of an independent pay consultant Countrywide rewards board members so well that 'at some point, you cross the line between paying for services provided and a very lucrative thing where board members aren't going to challenge management,' says Mark Reilly, a partner at 3C, Compensation Consulting Consortium.

Corporate Library has long argued that Countrywide's board has done a poor job of designing Mr. Mozilo's pay package, guaranteeing him too much compensation regardless of performance. The consultants urged directors to slim his hefty contract, partly by revamping his annual bonus formula Directors kept the formula and decided to replace the consultancy Snyder , 75, is Countrywide's lead director.

Institutional shareholders who have tried to engage the Countrywide board on issues like Mr. Mozilo's pay say that Mr. Snyder, who has been a board member since , prevents such dialogues from occurring.

One complaint was that he does not share letters from stockholders with other members of the board. Charles Prince , for instance, who stepped down under fire as Citigroup Inc.

The rules are in place to allow boards to retain an appropriate mix of retired and active executives and push out members who no longer have the time for outside directorships because of more demanding new jobs. Still, many governance watchers and veteran directors say boards rarely accept a resignation after a member loses a CEO spot—no matter the reason.

Another former chief who kept a directorship is Richard Syron , ousted as head of Freddie Mac in when the U. He recently received a warning that he may face civil action from the Securities and Exchange Commission as part of its investigation into whether Freddie Mac properly disclosed its exposure to subprime loans. Syron held a board seat, rejected his offer to resign.

Syron didn't have to defend his actions to fellow board members. To be sure, boards occasionally drop a member after leaving a CEO post under fire. Advanced Micro Devices Inc. AMD declined to comment. I just could not resist the temptation. The devil made me do it. The other dude done it. It was my poor upbringing. Then, there is reciprocal back scratching. It would be so embarrassing at the country club to encounter a removed former fellow Director.

Additional conflicts of interest are caused by the existence of a Director clique. No one wants a wild card. It's not surprising that their objective is to get along. Statistical analyses can go just so far in detecting links between Directors. For directors, it is simply bad form to nitpick over a couple of million dollars with another member of the club, particularly one who helps set director fees or serves on the compensation committee of other corporations.

Even legendary investor Warren E. Buffett was not immune to the collegiality. He recently wrote to the Shareholders of Berkshire Hathaway Inc. A certain social atmosphere presides in boardrooms where it becomes impolitic to challenge the chief executive, he wrote. Buffett is reputed to be the best of the best!

Thus, Shareholders have no reason to expect better representation from any other Director. Buffet, the best of the best, found it necessary to ask a subordinate multiple times about a sizable transaction and walked away without getting the "details.

Was he suspicious when he had to ask a second time? What about the third time? Did the subordinate still retain his job? Is there a letter of reprimand in the file? What does the subordinate say he communicated to Buffet? Why was the questioning of Buffet not done under oath? Well, since he was questioned by regulators, if the truth not be told, there is always the obstruction of justice route. Hopefully, Buffet does better where he serves in the capacity of a corporate Director. After his talk with Mr.

Ferguson wrote an e-mail to Joseph Brandon, then General Re executive vice president, describing the conversation with Mr.

Buffet, saying that he asked Mr. Buffet whether the deal was proper. Ferguson reported that Mr. Buffet said the deal was proper, but not by a large margin.

Buffet told regulators that didn't happen. Buffet told regulators that he asked Mr. Brandon several times whether General Re's accounting on the deal was okay, but didn't learn details.

Did Ferguson want to know? If not, why not? Was a copy of the email transmitted to Buffet when it was written? Did Buffet read it and not respond? When did Buffet first question Brandon?

What triggered the question? If Brandon was not answering Buffet, perhaps Buffet could have asked his external auditors? On the other hand, if one is suspicious, why alert the external auditors to look carefully at what might be a minefield? Perhaps the issue of a Director's fiduciary duty to Shareholders was lost in an ethical haze?

He stated, in part, "I've sat on enough boards and audit committees to understand the kind of culture of seduction that characterizes many boards. It's a game that many CEOs played and played well by seducing their boards with perks and private attention and contributions to favorite philanthropies, and meetings that were short on substance and long on fluff.

The boards became willing accomplices. And it's part of the American personality to go along and become more fraternal rather than more vigilant. Levitt did all that board sitting before From to , as Chairman of the SEC, what did he do or attempt to do to cure the specific problem?

Also, it appears that Mr. Levitt is claiming that it would be un-American to require Directors to be vigilant on behalf of Shareholders. Directors who served at failed companies may rate a red badge of courage and additional opportunities to employ their varied talents. In some cases, however, companies have stopped passing on this information in proxy materials distributed to shareholders….

But what about the directors of companies like Enron, WorldCom, Adelphia Communications, Global Crossing, Waste Management, Tyco International and others who oversaw the implosion of hundreds of billions in market capitalization? In many cases, they got better jobs. But many companies don't make it easy for shareholders to find out where their directors have been.

Sprint Nextel 's biography for William E. Conway , for instance, mentions nothing about his stint at Enron. Thornton of Goldman Sachs Group Ford's, someone with whom he shares several friends and even more interests. Thornton was appointed to the Ford board at the recommendation of the company's chief executive and chairman The lawsuit … said the chief executive and chairman, William Clay Ford Jr. The suit said Mr. Ford's acceptance of the shares was a 'usurpation of an opportunity that belonged to the company' After shareholders complained in late , the company formed a committee that concluded that Mr.

Ford had not acted improperly. Ford's purchase in May of , shares of Goldman Sachs, the largest allocation to an individual, drew attention after a lawyer for Ford shareholders wrote to the company's board, demanding an investigation. The shareholders demanded that Mr. Ford return any profits and pay damages to the company for the lost investment opportunity. Ford bought the shares, Goldman's co-chief operating officer, John Thornton, sat on Ford's board.

Ford had no significant say in the awarding of investment banking business. They also said … that Mr. Ford had a long personal banking relationship with the firm. Ford probably claimed a tax deduction for his charitable donation. And, how does one determine that "no wrongdoing had occurred"? Ford did not violate the non-existent policy. Therefore, "no wrongdoing had occurred. In some cases, 10 percent or more of all donations went to these organizations. Companies, directors and non-profits routinely stress the importance of philanthropy and say the donations don't affect board members' independence.

Critics, however, say big donations can create a clubby atmosphere that may make directors less likely to aggressively challenge management. Although foundations detail their donations in annual tax filings with the Internal Revenue Service, companies are not required to disclose most non-profit affiliations of their directors, making it problematic for investors to know the full extent of such connections.

Farmer , the 87 year old chairman of the company Farmers, who are members of the board, along with other directors The coming-together will be at a town in Georgia where the main attraction is a 'gentleman's club' exclusive enough to garner members by invitation only. Augusta National Golf Club, which openly and proudly discriminates against women, will produce its Masters Golf Tournament with considerable help from the masters of corporate America.

It also makes a mockery of board independence, now required to protect stockholders and the public from cronyism in financial dealings. The cronyism that perpetuates gender bias against employees is every bit as harmful, and ought to be stopped just as forcefully.

At nearly all other companies, a simple majority will do. Purcell will color their judgment in any way. Indeed, Morgan Stanley bankers, not to mention the dissident executives, have accused the board of coddling him. It is packed with former chief executives, many from the Chicago area, where Mr. Some have golfed together; others have worked for one another. First, there is the Kraft connection.

Miles, the chairman of the nominating committee and … recruited two former executives who worked for him at Kraft in the mid's: Then there is the McKinsey connection. Four directors were partners at McKinsey, the management consulting firm, as was Mr.

And finally, there is the fact that a number of directors, notably Mr. Miles, serve together on boards at other companies. Miles, for example, serves on six boards, including that of the AMR Corporation, where he serves alongside Mr. Brennan also serves on six boards, and Charles F.

Brennan during his battle with shareholders. Miles and Kraft on its merger with Philip Morris, and he is now advising the independent directors at Morgan Stanley on a range of matters, including their strategy for dealing with their antagonists. One point made by the retired executives is that until recently, no director - including Mr. Purcell - had ever operated a line of business for a securities firm. That set Morgan Stanley apart from nearly every other Wall Street firm.

Partners have fiduciary duties to one another. So much for the concept that BODs have undivided loyalty to represent the interests of Shareholders!

Who is watching the supposed watchdogs of Management? Do conflicts of interest disappear if they are disclosed to Shareholders who have no effective means to remedy the situation? Purcell, their first call for help when to the superlawyer Martin Lipton. Lipton quickly donned a number of other legal hats - advising the board, Mr. Purcell and the company itself on tactics, legalities and, most controversially, severance pay to departing executives.

Purcell stepped down, a compensation specialist at Wachtell, Adam D. Chinn, in tandem with the board's compensation committee, draft the controversial severance packages that awarded Mr. Chinn's reputation for cobbling together generous severance awards for departing chief executives is such that the contracts are known as Chinn-ups.

As a result of these payouts, the board has been sued by shareholders and received irate letters from institutional investors who have decried the packages as a violation of the very governance practices Mr. Lipton was hired to improve. Purcell's leadership, many Morgan Stanley executives were never quite clear about Mr.

Several said they frequently asked each other: Was he advising the board? The answer, people close to the board said, is that Mr. Lipton was, first and foremost, an adviser to the board. When it became clear that Mr. Purcell would depart, he hired his own lawyer to negotiate. While the very best governance practices would argue for the hiring of separate counsel on the compensation packages, time and confidentiality considerations led the board to stick with Wachtell.

Lipton for being an apologist for corporate management, that assertion misses the point - that Mr. Lipton's fiduciary responsibility is to best represent and advocate in support of his client's interests. If Lipton represented only the BOD and, thus, the Shareholders, his fiduciary duty was to get the executive to leave for the lowest amount. It is fair to assume that he, at the least, did not discourage the BOD from appointing Chinn while knowing that he Chinn does Chinn-ups.

Lipton and Chinn are members of the same law firm. Lipton probably benefits from each fee Chinn earns for the firm. The BOD tries to justify its act of hiring Chinn by claiming "time and confidentiality" considerations.

Does Lipton's rolodex contain the name of at least one competent non-Wachtell attorney who has a reputation for being parsimonious when dealing with executive payoffs? Couldn't Lipton have asked Chinn for a referral? Did the BOD not know that attorneys, even non-Wachtell attorneys, have a duty to maintain confidentiality?

Purcell decided he should step down…. The tale serves as a caution for boards in an era when their role in corporate governance is drawing more scrutiny. The damage from delay when directors fail to spread their antennae widely is especially great at a Wall Street securities firm like Morgan Stanley, where the most valuable assets can walk out the door and never return.

At a mid-March board meeting, Laura D'Andrea Tyson , a former Clinton administration economic official who is dean of the London Business School , said directors should take the criticism of Mr.

Purcell's record more seriously. Tyson, calling her comment inappropriate … The board took steps to interview more employees. Knight, the director who had clashed with Ms.

Purcell and didn't see any reason to discuss the matter since the board had already decided on it…. The attempt to cut off debate bothered some other directors, people familiar with the meeting say.

Knight and Zumwinkel left, the discussion turned more freewheeling. Knight's conduct is reminiscent of that of a school yard bully who made it to the big time. Institutional Shareholders do much "discussing an effort to out the directions," but, when push came to shove, they faded. Knight and Zumwinkel, who should be their first targets, need not lose any sleep. Bostock , had a family connection to a hedge fund that does business with the firm. They generally worry that the indirect connections can impair the directors' abilities to serve as independent advocates for shareholder interests.

Is this what is meant by "the ties that bind"? If this is what Morgan Stanley does when it is under a corporate governance microscope, imagine what might occur when the spot light turns elsewhere business as usual. Yet during that time, the company's stock has slid 12 percent while shares of its archrival, Lowe's , have climbed percent. Why would a company award a chief executive that much money at a time when the company's shareholders are arguably faring far less well?

Two of those members have ties to Mr. Nardelli's former employer, General Electric. Nardelli's lawyer in negotiating his own salary.

And three either sat on other boards with Home Depot's influential lead director, Kenneth G. Langone , or were former executives at companies with significant business relationships with Mr.

In addition, five of the six members of the compensation committee are active or former chief executives, including one whose compensation dwarfs Mr.

Governance experts say people who are or have been in the top job have a harder time saying no to the salary demands of fellow chief executives. Moreover, chief executives indirectly benefit from one another's pay increases because compensation packages are often based on surveys detailing what their peers are earning. To its critics, the panel exemplifies the close personal and professional ties among board members and executives at many companies — ties that can make it harder for a board to restrain executive pay.

They say this can occur even though all of a board's compensation committee members technically meet the legal definition of independent, as is the case at Home Depot. Langone's circle of friends and associates… [T]he Home Depot board decided … Mr. Nardelli, who had no retail experience, should become CEO.

Nardelli might not hit one of the few performance goals the board had set to cause payment of a long-term incentive plan, the board lowered the goalposts…. More than a dozen U. Several factors are spurring such appointments, recruiters and management consultants say. Boards are quicker to fire poorly performing CEOs, often before potential internal successors are ready for the job.

Many of these companies have deep-seated problems, making it harder to recruit outsiders. And increasingly, there's a deep pool of outside executives in the boardroom. They contend that a chief chosen from the board signals cronyism and weak succession planning. A director's comfort with a colleague obscures 'a clear view of the individual's suitability to be a successful CEO,' says Richard Breeden, an activist investor and former chairman of the Securities and Exchange Commission.

Franks , the former chief of the Public Broadcasting System and the publisher of a Spanish newspaper would seem to have nothing in common — except for one thing.

They all sit on the board of Bank of America. But as they and 13 of their colleagues meet Wednesday to discuss how to steer the bank through its troubled merger with Merrill Lynch, they are likely to be united by something else: Their shareholder scrutiny has also turned an unusual spotlight on the oversight role played by the board members, many of whom were picked by Mr.

Lewis from several companies that the bank, based in Charlotte , N. Bank of America's board is an eclectic group, and it will grow larger this week when it adds three members from the board of Merrill. The bank's two most powerful directors, O. Spangler , are close to Mr. Lewis's predecessor, Hugh L. Lewis, only two people on the board — the former chief of FleetBoston and a former senior executive of MBNA — have roots in banking. While Wall Street is rife with tales of bank and brokerage directors who deferred to executives seeking faster growth through ever-riskier business, Bank of America's shareholder advocates have grown increasingly concerned about the board's ability to understand financial risks and rein in managers.

While critics charge that Bank of America's board has been little more than a rubber stamp in the empire-building campaign of Mr.

Lewis, others describe it as independent and willing to push back against the chief executive. Its members are expected to vote Wednesday on the addition of three directors from Merrill Lynch Their approval would raise the number of board members to 20, and would tighten the web that already binds many of the board's current representatives.

Yet some board members are connected in other ways that reveal strong cross-pollinations with other company boards. Nothing could get the attention of Directors more than the prospect of being held personally accountable for their lack of diligence in performing their duties to Shareholders. Board members also acknowledge they are struggling to rein in bloated executive compensation, but are counting on investors to lead the cause to knock it down.

Those conclusions aren't a decade old, but are part of a recent survey from the consulting firm PricewaterhouseCoopers and the Corporate Board Member magazine , which culled responses of more than 1, directors at U. Directors still don't have as much control over corporate dealings that many believe is needed to curb supersized compensation.

While more boards are independent of management, there are still plenty of cases of directors using flawed judgment or kowtowing to demanding executives who are pushing their own agendas. Part of the problem, it seems, is that boards are still controlled by CEOs, with 50 percent of directors surveyed saying that board leadership flows from the company's top executive who is also board chairman.

Those individuals, therefore, set the agenda as well as the flow of information at board meetings and among members. Katz Capital Group Mr. His practice included counseling a diverse client base consisting of businesses of every size and at every stage of growth with respect to mergers, acquisitions, divestitures, financings and other significant business activities.

He also spent substantial time planning and reviewing the tax implications of transactions. Siegel has also been a lecturer in accounting at the University of Pennsylvania's Wharton School of Finance and Commerce, worked as a Attorney-Advisor to the Honorable Arnold Raum of the United States Tax Court, and prior to attending law school, worked for a short time for the national accounting firm of Coopers and Lybrand in its Philadelphia tax department.

He was responsible for the expansion and success of the camp entities, increasing attendance and day camp sites each year since acquiring ownership. Katz was an analyst in the finance department at Nutri System as well as Executive Investment Advisors. Katz was Vice President of the Philadelphia 76ers Basketball Club in charge of all aspects of business as well as the Director of Marketing.

Siegel Managing Director Prior to joining H. Employer branding and internal communications are among the newer focuses for this New Jersey agency, which started in as a general marketing shop and moved into the digital realm, developing capabilities in mobile, SaaS and increasingly, machine learning and artificial intelligence.

LG enlisted JK to connect with commercial space designers—targeted landing pages spoke to unique verticals with a single message across all touchpoints. The result was ten times the engagement of other recent efforts. Andrea Wolkofsky, andreaw jkdesign. Sometimes you need a second set of eyes to see what was there all along.

JKR has mastered the art of giving old brands a fresh face to the world, and new brands the kick start they need to stand out. Also impressive, the millennial-friendly take on the Wheaties brand and its iconic cereal boxes.

From store shelves to delivery trucks, this agency knows how to translate identity into impact. Expanded capabilities in CRM to blend data insights, social behavioral sciences and creative development is helping brands take their customer relationship management efforts to the next level.

An immersive experience created for American Express card members helped showcase the benefits of mobile payments, generating a 93 percent completion rate and 16 percent clickthrough for more information. In lieu of holiday gifts in , Kern made donations to hurricane relief efforts.

Scott Levine, slevine kernagency. B2B vertical focuses at this shop include automation, robotics, supply chain, energy and telecom. The agency helped Yale Materials Handling Group create a new Twitter strategy that increased followers by over percent and social engagement by over percent. Koroberi is based in Durham, NC near the Research Triangle, home to numerous business-to-business start-ups and established B2B companies.

Natalie Fioto, natalie koroberi. It all adds up to an impressive portfolio of global clients and thoughtful work that uses innovative branding and design to change behaviors and move people into action. Take its work for Harris Teeter. The campaign earned three awards, including a Hermes Creative Award.

Romeo Maione, rmaione launchfire. The Laundry ideation process starts with data, which informs strategy, which drives creative and then influences targeting. This agency excels at bringing unconventional sports and sports experiences to the masses.

Like its Formula E activation that transformed gritty Red Hook, Brooklyn, into a fan village and high-end hospitality experience. Clearly, the list goes on, people. Danit Aronson, danit leaddogmarketing. Keep Pernod Ricard as a long-time client—and keep the bar stocked.

This shop has deep expertise in spirits, with recently expanded wine, champagne and off-premise retail marketing efforts adding dozens of new activation markets to its roster.

But booze is hardly its only game. A pre-populated Twitter vending machine served as just the right millennial-minded engagement for a TGI Fridays program that had consumers lip syncing their guts out and sharing on social to the tune of more than 16 million social impressions. In-house analytics resources and offerings, including data aggregation, for new insights and key takeaways back everything up with a watchful ROI eye.

An Event Marketer Best Place to Work, this shop added 75 full-time employees and part-time employees this year. Created out of a merger between two Tennessee-based event management companies, LEO draws on its intrinsic Southern hospitality to create experiences and meetings across five continents in 23 countries, including Spain, Belgium, Canada, the U.

The shop has expertise in the public events sector, producing corporate-sponsored festivals such as KAABOO Del Mar where cool technology like RFID chip- embedded wristbands and a concessions app updated in real time enhance the experience. Leo is a founding partner and sponsor of the Jay Uiberall Foundation to help underserved youth in the Memphis area.

Cindy Brewer, cbrewer leoevents. Global lecturer, author and business guru Marty Neumeier serves as Director of Transformation. Allen and her team create harmony between brands and music artists, like a Capital One sponsorship brokered on behalf of the Foo Fighters. These pacesetters spot trends and talent before others and incorporate them into breakthrough programs for clients.

Marci Allen, marcie macpresents. One of the youngest agencies in the experiential industry has quickly become one of the most formidable. An independent shop founded by a few 72andSunny and Crispin refugees, Magnetic today boasts 70 employees across its New York City and London offices, and a whole gaggle of cool clients willing to try new things. Like the Netflix Emmy voting campaign that transformed 24, square feet into a virtual theme park filled with oversized installations, interactive photo experiences and reception spaces all inspired by the Netflix shows we all love to binge.

Also worth checking out: Seriously, these guys understand what fans love and know how to give it to them. Profit-driven digital business strategies are at the heart of what this Tribeca-based studio offers its roster of Fortune clients. One of the original below-the-liners has increased its focus on developing and implementing promotional games of chance across multiple platforms—globally. Members earned points by taking specific actions at the campaign site, like tweeting, emailing, signing a petition or uploading a photo to social.

Points were then used to enter sweepstakes to win featured concert tickets. Marty Glovin, marty mardenkane. A record number of retail displays and retailer buy-in helped push sales up by double digits. DSX, a new internal tool and database of all major digital offerings will help account teams plan smarter.

Mark Lenss, mark marketinglab. Most agencies today offer measurement capabilities, but few are as intrinsic to the way the agency does business as this one. Everything centers on the Data-Driven Experience Planning model, a strategic blueprint the agency uses to provides predictive and performance intel for targeting, prospects, context and sentiment. Once in activation mode, clients can tap into their own customized DMP Data Management Platform to course correct in-market and in real-time.

With expertise that spans mobile, retail, influencer, pop-up, design, build, execution and field operations, and now with its recent acquisition of content production company Jerry Rig, and all its commercial and editorial capes, not to mention its state of the art production facilities , this Boulder, CO-based shop is playing to win.

For a recent Jennie-O turkey program, Match masterfully captured a live tasting experience and leveraged it into content later used for social media, digital, print and TV. The program generated a healthy 37 percent boost in sales. The agency enabled global revenue management firm Service Source to rebrand from a buttoned-up service company to a friendly SaaS-type organization. One recent case in point: Jeff Plowman—formerly of Havas Worldwide and McCann Erickson—recently came on board as vice president of client services.

Robert Hyams, rhyams mcmillan. Branded and sponsored content campaigns engage audiences, drive brand awareness, brand engagement and product sales. The YouTube influencer work is head and shoulders above what many other agencies offer—Santa Monica-based Mediakix builds custom sponsorships, recruits influencers, activates across the web and brings it all home with real-time reporting and analytics. Staff accomplishments are celebrated with sponsored experiences from their personal bucket lists.

Over 2, users visited the microsite daily. Erin Zakin, ezakin madewithmerit. Specializes in product design, UX, experience design, brand strategy, product design and business design, and offers clients broad reach and deep resources thanks to parent company GlobalLogic and its 30 locations across 12 countries. One case in point, among many success stories: A reimagined online experience for San Francisco Ballet increased revenue Alicia Bergin, alicia method.

A team of digital and marketing professionals works out of offices in Seattle, Austin, Singapore and London to serve B2B and technology marketers. Their focus on social, digital and content marketing is described as customer-centric, data-driven, massively scalable and relentlessly analytical.

The site helps thousands of businesses connect with local chambers and market partners around the globe. Carrie Mcllveen, carriem metia. Market-leading start-ups, enterprises and VCs are the core customer base for this Boston-based strategic communications firm, which allows many team members to work remotely. Workplace software provider Know Your Company turned to Metis to reach more prospects via a website optimized for conversions, an improved social media presence and an e-book. The results were impressive: Software trial sign-ups were up 57 percent, quality leads were up 14 percent and a 34 percent increase in sales over a 90 day period were realized.

Perks at Metis include parental leave, reduced hours on Fridays in the summer, charitable matching contributions and work anniversary massages.

Melissa Cohen, melissa metiscomm. A deep bench of creatives craft stories from brand positioning, brand truth and audience insights. The work is executed across digital platforms: Clients swear by the entertainment, information and emotion-based content. Because it gets viewed—and shared. How will you create this content? What form will it take? Should you partner with a platform?

How will it roll out? YouTube versus Facebook versus your own site? Mistress specializes in understanding the strengths of each platform and partner, and in creating content that maximizes opportunities across video, mobile, apps, social and more.

Bryan Duffy, bduffy mktg. This agency is percent business-to-business focused, with concentrations on market segmentation, branding, competitive research, content strategy and analytics. MLT recently increased sales enablement services and moved to a new Atlanta office location where account work is focused on an agile process to give clients direct interaction with key team members.

The agency launched a new website for NAVIX Consultants with deeper content marketing offerings including whitepapers, blogs and videos and full integration with marketing automation and CRM systems via Hubspot. Billy Mitchell, bmitchell mltcreative.

The mantra here is impactful brand activation experiences. It offers a robust nationwide network of 35, brand ambassadors. Some of those ambassadors staffed a Sprint experience at Six Flags engaging visitors with digital scratch offs that revealed free Flash Passes and Sprint-branded giveaways. And… they kept that party going all day long.

Organic growth and new clients doubled revenue year over year allowing investments in experienced new hires and expanded office space. The agency also on-boarded a new creative director and director of client services. One of the only experiential partners that has it all in-house—strategy, design, fabrication, execution and measurement. Also for Amex, it invented Air Tennis, a multi-sensory, 4D haptic game and the latest iteration in a long line of cutting edge technology experiences the agency has rolled out for the brand.

One of the only agencies on this list that can scale XXXL ideas. Also brought into the Mosaic fold metal fabrication house JBR, whose fabrication work an be seen on the new Budweiser Stage. The level of creative is outstanding and unfettered.

And the level of passion among the staff is almost not to be believed. Has been producing innovative work for client Pepsi for years, including one of the first campaigns to use a live event—a Hyped for Halftime concert featuring Blake Shelton—as content for use across traditional media.

A call for consumers to bring Pepsi concerts to their hometowns localized the experience and, wait for it, created yet more content for distribution on and offline. Our favorite of the Project: Worldwide family of agencies, Motive combines its formidable in-house creative talents and strategic offerings with the additional capabilities of its 13 sister agencies when needed.

Cardinal Health needed to develop a new way to generate more qualified leads and help customers find the right solutions. Each office in the Chicago HQ is named after a favorite local brewery.

Bari Scheinbach, bscheinbach moveo. Fast, efficient content is created by a full-service Unit 3C production studio. Quick-turn creative chops include videos, social platform activations and traditional and non-traditional digital storytelling. For Delta, Moxie created one of the longest Facebook Live events in history: The DecisionIQ insights offering uses analytics and full-time data scientists to collect and compile insights.

This B2B shop is focused on producing measurable marketing outcomes based on three pillars—considered purchase marketing, global marketing management and performance-based accountability. Client McKesson wanted to create awareness for a new suite of enterprise healthcare technology solutions. Pro bono efforts include support of the summertime Live at the Lakefront free concert series on Lake Michigan.

Christopher Vitrano, cvitrano n-s. If you want to reach the college crowd, consider this veteran agency. Did we mention the post and beam barn with real reindeer inside? The experience created a merry 18 percent boost in foot traffic over the prior year. For the millennial audience, Newbridge shifted gears and created the Razer Stealth computer tour, an immersive VR and gaming experience that racked up nearly , demos in NL now offers design and fabrication services and, fun fact, the agency owns its own food truck.

TJ Nolan, tj newbridgemg. You name the technology and this agency has a handle on how to use it—and use it right. A talented team of creatives, designers, 3D animators and developers VR, AR, projection mapping, motion tracking, gesture control, hologram, facial recognition and emerging tech for events trade shows, festivals, concerts and more. Also worth a look: Randy Gress, randy nextnowagency.

AI-based tools are leveraged at this Austin shop to gain customer insights, optimize performance media and create dynamic B2B content throughout the entire marketing funnel. The agency is piloting a new demand gen predictive insights service in conjunction with 6Sense and testing an internally developed tool to customize lead conversion content.

A multichannel campaign targeting quick service restaurant owners exceeded engagement with market qualified leads by 15 percent. John Ellett, jellett nfusion. The industry juggernaut manages more than 13, sports and entertainment events each year across the globe.

Decorated with numerous creative awards for striking work. Encouraged 1, people to donate eight inches of hair to create wigs for people with cancer as one brand in a multi-CPG program for Walmart.

Opus creates events around the globe, from Dubai to Bermuda to Silicon Valley. For the third straight year, the agency remains one of the 5, fastest-growing private companies in the U. Kristin Waters, kwaters opusteam.

The beloved interaction agency uses data science, strategy, engineering and creativity to inform and influence one another. Ours just happen to point both ways. And even for year-old brand Quaker, which the agency reimagined as a digital experience with Alexa herself as an anchor tenant.

Michelle Tang, mtang organic. Notable happenings this year: Now handles all experiential marketing activations for the GMC brand; Launched a new mobile activation for the Roche Tissue Diagnostics division to connect with customers; And added trade show and convention offerings.

Staged upscale environs to serve more than 1, meals per weekend at the races. Has a niche specialty in sports marketing and activation and a client specialty in auto.

This team is religiously passionate about one team, and one team only: This agency specializes in brand activation, integrated marketing and shopper marketing as evidenced by its launch of a new brand, Evivo, a baby probiotic, for Evolve Bio Systems. Also immersed in a rebrand for Chicken of the Sea and has added new media partners, gaming development partners and social media listening tools.

National Salmon Day promotion, this agency is on the move. Amie Stanley, astanley pivotpointmarketing. Started 25 years ago as a small art studio, this Beachwood, OH-based shop has evolved into a full-service marketing agency specializing in B2B niches like building products, industrial manufacturing and food product manufacturing.

Point to Point specializes in crafting brand stories and implementing martech solutions to convert prospects into loyal customers. Three distinct direct mail campaigns featuring free gifts created to engage Ferguson loyalty club members generated an impressive 54 percent redemption rate from builders, designers and remodelers.

The Loctite Hybrid campaign dared to pull off a dramatic product demonstration, showcasing that three grams of their latest adhesive and one hour of cure time is strong enough to pull multiple freight train cars totaling tons. Mark Goren, mgoren pointtopoint. Also a standout this year, The Donald J. Michele Wiltshire, Michele pop2life.

Yes, they do ad campaigns. Krystle Loyland, krystle preacher. Some marketers see social media as the Holy Grail, the answer to all their problems, a magic wand that will cure all that ails them and physically force new customers to buy their products.

Other marketers see it as a fad, a nuisance, a medium to only engage with grudgingly. At Project Bionic, the team believes that precision in day-to-day social media management for craft brands is the key to it all. Creating the best possible daily and making sure the community is a blossoming, vibrant one. Specializes in CPG programs for some of the biggest names in the business.

One momentous ask—and limited budget—set the stage for a national sampling tour to introduce the frozen snack, Doritos Loaded.

Propac also contributes to the greater good by partnering with clients to lend services to organizations like United Way, St. The mighty, massive global network spans 18 countries, with 2, employees representing over 20 nationalities.

For Guinness, an in-store VR tasting experience brought the brand to life virtually. From the beaches of Santa Monica comes the agency the defies to be defined and operates based on a simple north star—that customers no longer follower linear pathways and only by creating seamless, contextual and meaningful engagement will brands succeed. For Bud Light, RED has repositioned the brand online to stop talking about friendship and start acting like a friend.

For evergreen client Disney, RED provides strategy, creative and technology that makes the happiest place on earth also the happiest place in digital. For Audi, the agency is using ethnographic research to create strategic future digital marketing recommendations around the customer experience of an Audi buyer in You like that unmistakably fresh and un-mattress-brand-like Casper branding you see all over the subway?

How about that nifty fold-out box your latest pair of Allbirds came in? Adept in the art of building brands for startups, and then bringing that brand to life across multiple platforms, this agency also offers industrial design expertise for those napkin sketch-stage brands that might need product design services, too.

Solutions offered here include strategic planning, account based marketing and content marketing, as well as automation support and analytics. A campaign created for Elsevier Nurses Trust to support the ClinicalKey platform gained engagement from 40 percent of prospects.

The prognosis was great: Steve Reeves, steve redhouseusa. A new talent management app streamlines the fieldwork from the more than 1, BAs the agency hires personally, pays well and manages directly.

RedPeg boasts a growing and uniquely well-rounded specialization in esports, with solid work for teams Team Solomid and Panda Global , game publishers Square Enix, Ubisoft, Activision Blizzard and brands interesting in cracking into the space Geico. New president John Piester comes from Ignition—and brings all that tasty Coca-Cola experience with him. Matt Sincaglia, msincaglia redpeg. This brand strategy, design and innovation agency thrives on problem solving and has a portfolio to prove it.

One case study in point: Never afraid of a challenge, that Redscout! Specialties include digital advertising, content marketing, direct mail, interactive design, SEO and public relations. A multichannel campaign for Church Mutual Insurance Company Foundation exceeded goals by almost percent.

Interests are diverse at Responsory a Johnson Direct company —the staff includes the lead singer of a punk band, a yoga instructor, a Viking and a Civil War history buff. An indie shop grounded in the sports and lifestyle landscapes, this team brought together Winnebago and RV enthusiast and World Series Champion manager Joe Maddon for the Meet the Maddons campaign. Took a 7,square-foot semi on the road for Spin Master for 25 stops in 13 weeks.

This year, the agency expanded the internal production team, shooting six brand spots, launched a global events consultancy and opened a London office.

Stop by on Mondays for a free breakfast. Larry Mann, lmann revolutionworld. Formerly known as Fluent, this recently rebranded shop has a lot to be excited about right now. Capabilities span campus engagement, consumer insights, digital and social media strategies and experiential activations. Oh, and all new employees get their own customized bobble head. Darren Ross, darrenr riddleandbloom. This boutique agency is run by a husband and wife team who unleash sweepstakes and promotions for the restaurant chain industry and other multi-unit retailers.

Some , cards were distributed earning a 15 percent participation rate. Leslie Allison-Seei, leslie robustpromotions. The firm specializes in brand identities, campaigns, social strategy and content creation, commercials, websites, apps, books and environments.

This is the one. The digital transformation agency that, in many ways, helped invent this category. Look no further than the work for Dove and Mercedes for a true portrait of where this digital game is going. Located near the San Francisco waterfront, School of Thought welcomes about a dozen new clients in , including Airbnb, mortgage lender Blend, cloud storage provider Druva, Montage Health and tech incubator PlugNPlay.

Video storytelling is a specialty: Sounds like a good investment. Tom Geary, tom schoolofthought. Powers the social media and digital marketing efforts for brands big and small, regional and national. Launched in with the simple mission to help the brands connect with human customers more humanly.

Social media management includes daily content planning, conversation monitoring and community engagement. With an impressive list of corporate environments and museum installations on its resume, Second Story today is uniquely qualified to bring the best ideas from the worlds of permanent installations to the needs of marketers looking for a way to immerse customers and attendees deep into their stories and culture. This firm was doing interactive and touch-based tech long before most marketers were, and remains on the cutting-edge today being part of the SapientRazorfish group only elevates the offering.

Rob Mammone, rmammone secondstory. Thoughtful, modern design is a clear priority here, where designers and architects work closely with strategists to create spaces and experiences that are as beautiful as they are impactful. A relatively young shop in experiential, SET has a deep bench in retail and environmental installations which lends a sense of permanence to its pop-ups and other temporary activations.

Verizon recently engaged the agency to reimagine its shopping experience for next-gen customers. Offices in Portland, New York City and Los Angeles, and an acquisition of event agency Flourish in London is giving SET the footprint it needs to bring more of its innovative spaces and experiences to the masses.

Kurt Kujovich, hello setcreative.

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