USA Gymnastics’ Nominating and Governance (N&G) Committee is inviting expressions of interest from individuals desiring to serve as Independent Directors on the interim Board of Directors. To submit an expression of interest, please provide a bio or CV to USA Gymnastics at [email protected] no later than February 9, 2018.
The N&G Committee will review and vet all interested candidates, and will submit recommendations and nominations to USA Gymnastics interim Board by February 19. Additionally, the N&G Committee will make a recommendation for the Chair from among the candidates. The interim Board is seeking candidates who are change agents and committed to positive and sustainable solutions. Candidates must meet the Qualifications for Service outlined in Article 2.4 of USA Gymnastics Bylaws as well as the standards of independence detailed below. The N&G Committee will make recommendations to encourage racial, gender and ethnic diversity on the Board of Directors.
After the interim Board is established, an initial high-level priority of the Board will be to re-evaluate the current structure of the Board, and to work with the N&G Committee to develop Bylaw amendments to restructure the Board, with one change being to have the new permanent Board be comprised with a majority of the Directors who are Independent. As such, interim Independent Directors may be considered for a seat on the permanent Board following restructuring.
Pursuant to the Bylaws, persons who serve as Independent Directors:
Should be individuals with a demonstrated history of success in business, who by virtue of their experience, can be expected to bring unique skill, talent or relationships to the Corporation.
In addition, persons who serve as Independent Directors and as Chair should meet the following standards of independence for a period of two (2) years prior to the date upon which the Director’s selection to the Board becomes effective:
- Not receive any material compensation from USA Gymnastics, directly or indirectly, excluding any cost or expense reimbursement;
- Not be an owner, executive officer, controlling shareholder, controlling member or partner of a corporation, partnership or other business entity that conducted business with USA Gymnastics;
- Not be an owner, executive officer, controlling shareholder, controlling member or partner of a corporation, partnership or other business entity that was a sport family entity with USA Gymnastics;
- Not be an owner, executive officer, controlling shareholder, controlling member or partner of a corporation, partnership or other business entity that was a club member, financial partner with or a sponsor of USA Gymnastics;
- Not be affiliated with or employed by USA Gymnastics’ outside auditor or outside counsel; nor have any immediate family member was so affiliated or employed by such outside auditor or outside counsel as an owner, officer, partner, principal or manager;
- Not be affiliated with any particular USA Gymnastics discipline as a Program Committee Chair or chair of any standing subsidiary committee; was an employee of USA Gymnastics; or have an immediate family member who was any of the foregoing or a member of any senior national team of any discipline of USA Gymnastics.
As provided in the Bylaws, no salary or other compensation shall be paid for volunteering as a Director or Chair.