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USA Gymnastics Board of Directors opens call for nominations for independent directors
posted on 11/19/2018

In accordance with the Bylaws, the USA Gymnastics Nominating and Governance Committee (NGC) is inviting expressions of interest from individuals who desire to serve as independent directors on the USA Gymnastics Board of Directors. To submit an expression of interest, please provide the name and contact information for the nominee, confirmation the nominee is willing to serve, and the nominee's resume or CV to USA Gymnastics at no later than Dec. 3, 2018.

When the new USA Gymnastics Board of Directors was seated in June 2018, the terms of the directors were staggered, and two independent director terms conclude on Dec. 31, 2018. Kathryn Carson and Karen Golz, who is also the Board chair, are the independent directors whose terms are expiring, and Carson has indicated an interest in being considered for a second term.

The NGC will review and vet all interested candidates and plans to submit recommendations and nominations to the USA Gymnastics Board, which will elect two independent directors. Additionally, the Board will elect a chair from among the independent directors. The newly elected independent directors and the chair will be announced before the end of the year and take office effective Jan. 1, 2019.

Candidates must meet the Qualifications for Service outlined in Article 2.4 of the USA Gymnastics Bylaws, the standards of independence detailed below, and safe sport standards. In addition, external background screening will be conducted on all finalist candidates considered by the NGC.

The Board is seeking candidates who are change agents and committed to positive and sustainable solutions. Independent directors should have a demonstrated history of leadership success, and by virtue of their experience, can be expected to bring governance oversight, accountability and strategic insight to the organization. Although no specific industry background or professional experience is required for this board service, knowledge or expertise in child welfare, child advocacy, pediatrics, social work or other areas relevant to the business of USA Gymnastics is especially helpful. Board and governance knowledge for organizations of substantial size, scope and reach is needed for this role. Senior leadership positions in large governmental or nonprofit organizations may also meet this knowledge threshold. Establishing and supporting high ethical standards across the organization is expected. The ability to communicate well, understand feedback processes, and encourage transparency is important. Understanding and adhering to bylaws, policies, procedures, rules and regulations is critical. General management, talent development, strategic leadership and other executive functions are highly valued. The NGC will make recommendations to encourage racial, gender and ethnic diversity on the Board of Directors.

In addition, persons who serve as independent directors should meet the following standards of independence for a minimum of two (2) years prior to the date upon which the director's selection to the Board becomes effective (the absence of any such prior relationship is strongly encouraged by the NGC):
  1. Not receive any material compensation from USA Gymnastics, directly or indirectly, excluding any cost or expense reimbursement;
  2. 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;
  3. 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;
  4. 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;
  5. 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;
  6. 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.