USA Gymnastics | USA Gymnastics Interim Board streamlines Board structure, unanimously passes amendments
USA Gymnastics Interim Board streamlines Board structure, unanimously passes amendments
posted on 05/23/2018

INDIANAPOLIS, May 23, 2018 – The USA Gymnastics Interim Board of Directors unanimously approved amendments to the USA Gymnastics Bylaws that reshape the Board to 15 members, down from 21; require the majority of Board members to be independent; and create a Programs Council at its May 22 meeting. The Interim Board also voted to approve the Nominating and Governance Committee’s recommendations for eight independent directors, who will be seated in June 2018 when all of the new directors have been duly elected.

“We are grateful for the hard work and dedication of the Interim Board in developing a new governance structure for the Board,” said Kerry Perry, president and CEO of USA Gymnastics. “This allows USA Gymnastics to move forward with confidence and independence while promoting a positive, safe environment that supports and encourages its members, especially the athletes, and building a culture that has athlete safety and well-being at the forefront at every level of the organization.”

The new Board will be comprised of eight independent directors; three athlete directors; three national membership directors; and one Advisory Council representative.

Because the membership voices of the five competitive disciplines remain extremely important to the organization’s culture and future, a Programs Council, similar to the Athletes’ Council, will provide a forum for all five of the competitive disciplines with a mechanism for discussion and input, as well as for voting which of its members will serve on the Board of Directors. The Programs Council will be comprised of two representatives from each of the five competitive disciplines, who are elected by votes cast by the respective professional membership, and one independent director, who will be appointed by the Board chair.

Here’s a brief synopsis of how the 15 Board directors will be chosen going forward. All new directors are expected to be determined no later than the end of June 2018. A more detailed overview is available here.

  • Independent directors (eight). Based on applications submitted during the call for nominations, the Nominating and Governance Committee vets, reviews and interviews potential candidates and then submits a slate of nominees to the Board of Directors for approval. The newly elected independent directors are listed below.
  • Athlete directors (three). The athlete directors are chosen from the 10 athletes (two per competitive discipline) who have been voted to serve on the Athletes’ Council by their respective peers in each of the five competitive disciplines. On May 23, the Athletes’ Council will call for expressions of interest, which will be vetted, and an election held in early June to select the athlete directors. For men’s and women’s gymnastics, the disciplines that have the highest athlete memberships, both of the athlete representatives on the Athletes’ Council are eligible for election. For the third athlete director to represent rhythmic gymnastics, trampoline and tumbling, and acrobatic gymnastics on the Board, all six athlete representatives are eligible for selection for the third athlete director position.
  • National membership directors (three). Men’s and women’s gymnastics have the two highest professional memberships, and the respective National Program Committees will determine which of the two Programs Council representatives they want to serve on the Board. For the director who will represent acrobatic and rhythmic gymnastics and trampoline and tumbling, the three National Program Committees will nominate one of their two directors for consideration for the director position. The six Programs Council members who represent the three disciplines will vote to determine who will represent them on the Board.
  • Advisory Council representative (one). The current members of the Advisory Council are eligible for election as the Council’s representative. Those interested in serving have until June 1 to submit an expression of interest, and those candidates will be vetted. At a special meeting in June, the Council will vote to select its representative to the new board.

To allow for an orderly transition, implementing provisions were approved bythe Board that provide for staggered board terms. The procedures establish four term completion dates for the new directors, and approximately one-fourth of the directors will finish service on December 31, 2018; December 31, 2019; December 31, 2020; and December 31, 2021. Board members may only serve for two consecutive terms. More detailed information on the staggered terms is available here.

Independent directors selected
The Interim Board approved the Nominating and Governance Committee’s slate of nominees for independent directors at its May 22 meeting. Four of the independent directors on the Interim Board are expected to return to serve on the new Board, including Karen Golz who was re-elected as chairman. The independent directors take office in June when the rest of the Board has been determined.

The eight independent directors are: Lois Bingham, Kathryn Carson, Karen Golz, Brent Lang, David Rudd, Staci Slaughter, Julie Springwater and Kimberly Till. Brief bios on the new board members are included below.

The Nominating and Governance Committee retained Boardspan to advise it in this process and help assess the potential candidates so that the committee could create a slate of nominees to present for election by the Board. Boardspan provides board and governance expertise to public, private and nonprofit companies through traditional consulting and technology enabled advisory services.

Commitment to athlete safety
USA Gymnastics is committed to creating a culture that empowers and supports our athletes. The organization has and will continue to take specific and concrete steps to promote athlete safety and prevent future abuse by vigorously enforcing the USA Gymnastics Safe Sport Policy, which requires mandatory reporting; defines six types of misconduct; sets standards to prohibit grooming behavior and prevent inappropriate interaction; and establishes greater accountability. Other efforts taken to strengthen that commitment include establishing a dedicated, toll-free number (833-844-SAFE), the safe sport email address (safesport@usagym.org), and online reporting to simplify the process for reporting; building a safe sport department that is developing a comprehensive education plan for members; and adopting bylaw amendments to provide the basis for further developing our safe sport programs and governance. The Athlete Assistance Fund, established by the National Gymnastics Foundation, provides financial resources for counseling services for any current or former gymnast who was a member of USA Gymnastics and suffered sexual abuse within the sport of gymnastics. Eligible athletes may apply for assistance by visiting phpAAFund.org. PHP Management Systems, an independent third party, is administering the Fund, managing enrollment requests and connecting athletes to service providers in a strictly confidential manner.


 

Brief biographies of the newly named independent directors for the USA Gymnastics Board of Directors
  • Lois Elizabeth Bingham. Based in Detroit, Bingham recently retired from Yazaki North America as its vice president, general counsel, CCO and corporate secretary. She is a board member for Just the Beginning Foundation, president of the Detroit Alumnae Chapter of Delta Sigma Theta Sorority (a public service organization) and has served on the American Bar Association’s Commission on Women Bias Interrupters Working Group, as a board member for National Tots and Teens, and as chair for the Minerva Education and Development Foundation and the Legal Aid and Defender Associates. Bingham graduated from the University of Pennsylvania with a Bachelor of Arts in political science and from Temple University’s James E. Beasley School of Law. She also currently serves as an independent director on the Interim Board of Directors for USA Gymnastics, beginning in March 2018, and retains that position.
  • Kathryn Carson. Carson, who is based in Chappaqua, N.Y., was the chief legal officer for the United States Golf Association. She was previously the senior vice president and general counsel for North American beverages and food service division at PepsiCo, where she held several roles over two decades. Carson currently is a board member for the George Washington University Business and Finance Law. She previously was a board member for We Are Golf, the Executive Women’s Golf Association, and USA Field Hockey. Carson graduated from Mount Holyoke College with a Bachelor of Arts in political science and received her JD from George Washington University Law School.
  • Karen Golz. Golz resides in Meredith, N.H., and recently retired as a global vice chair of Ernst & Young. Her career at Ernst & Young spanned nearly 40 years in several different positions that involved ethics and independence, risk management, compliance, financial reporting and controls, and general management. She currently serves as an external advisor to The Boston Consulting Group’s Audit and Risk Committee and a trustee of the University of Illinois Foundation. She also previously served on the Financial Stability Board’s Enhanced Disclosure Task Force, chairing the Market Risk Committee. Golz received her bachelor’s in accounting from the University of Illinois, Urbana-Champaign. She has served as chair of the USA Gymnastics Interim Board of Directors since March 2018 and will retain this position for the new Board.
  • Brent Lang. Based in the San Francisco area, Lang is president and CEO of Vocera Communications (NYSE: VCRA), where he has worked since 2001. Prior to joining Vocera, he was senior director of marketing for 3Com and a strategy consultant for Monitor Company. Lang serves on the Leadership Council for Positive Coaching Alliance. Lang won an Olympic gold medal for swimming in the 4x100 freestyle relay, as part of the U.S. team at the 1988 Olympic Games in Seoul, Korea. He graduated from the University of Michigan with a Bachelor of Science in engineering and a Master of Business Administration from Stanford University Graduate School of Business.
  • David Rudd. Rudd is of counsel to Rudd Resources, a communications, messaging and public relations firm in Chicago. His previous experience includes communications leadership roles at the University of Chicago Medicine, Weber Shandwick, Motorola, the State of Illinois and Chicago Public Schools. He began his career in journalism at the Chicago Tribune. Rudd serves as a board member for Prevent Child Abuse America and is the treasurer for the Black Public Relations Society. He earned his journalism degree from Northwestern University. Rudd also has served as an independent director on the Interim Board of Directors for USA Gymnastics since March 2018 and will retain this position.
  • Staci Slaughter. Slaughter is the executive vice president of communications and senior advisor to the CEO for the San Francisco Giants, where she has worked for 22 years. Her previous experience includes press secretary for San Francisco Mayor Frank Jordan and communications advisor to Los Angeles Mayor Richard Riordan. Slaughter currently serves as a Board member for the Baseball Assistance Team and as vice chair of the Board for Golden Gate National Parks Conservancy. Based in the San Francisco area, she graduated from the University of California, Berkeley with a Bachelor of Science in social sciences.
  • Julie Springwater. Springwater, a resident of Andover, Mass., is an adjunct professor at Boston University’s School of Social Work and interim chair of Macro Practice (non-clinical social work). She specializes in child welfare, positive youth development and human service management. Springwater also serves as the director for the New England Association of Child Welfare Commissioners and Directors, located at Boston’s Judge Baker Children’s Center. She is currently serving as the chair of governance for the Child Welfare League of America. She earned her Bachelor of Arts in sociology at the University of Massachusetts and her Master of Social Work at Boston University. She also currently serves as an independent director on the Interim Board of Directors for USA Gymnastics, as of March 2018, and retains that position.
  • Kimberly Till. Till has held senior roles at Disney, Sony, AOL Time Warner, and Microsoft. She was CEO of two consumer insights and data analytics businesses, one of which was a public company traded on NASDAQ. Till currently is launching two new business ventures in the commercial real estate and food and beverage industries. She has served on two public company and two privately held boards. In addition to her corporate roles, Till was selected for the prestigious White House Fellowship, where she served as a special assistant to the former U.S. Trade Representative and Secretary of Agriculture and the director of the FBI. Her academic career includes an MBA from Harvard Business School and a J.D. from Duke University Law School. Till also serves on the boards of the New York Pops and Getting Out and Staying Out (GOSO).