Visibility Counts The LGBTQ+ Board Leadership Opportunity - Out Leadership
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Introduction from the CEO Seven years ago, I got a call from Mario Palumbo, a senior out leader in the real estate industry who has been active in the LGBTQ+ movement for many years. Mario had a very direct question for me: “Why aren’t there more out leaders on corporate boards?” “Because LGBTQ+ leaders don’t count as diverse to companies and search firms, and currently there are no organizations working to change that,” was my quick response. “Well then,” he said, “it seems to me that you need to start one.” At that time, Out Leadership was only three years old, we had expanded global CEO summits to Europe, Asia and Australia, and I thought that adding a new program alongside our OutNEXT and OutWomen talent programs was a bridge too far for my small team. But Mario was persistent and gave a great deal of his time and access Todd G. Sears to his network to help us get off the ground. Other gay leaders quickly volunteered Founder & CEO to help (including the incomparable Matt Fust, who has donated 25% of his time for Out Leadership the past five years), and Quorum was born. I must add that Quorum would not have been possible without early support from the Arcus Foundation, the David Bohnett Foundation and Susan Angele of KPMG’s Board Leadership Center, Quorum’s first corporate sponsor and its biggest evangelist for the past seven years. I’m proud to share that in 2020, Goldman Sachs, Egon Zehnder and Diligent have joined KPMG in sponsoring Quorum, with additional in-kind support from Equilar. We built the Quorum LGBTQ+ Board Diversity program around three pillars: policy, talent and advocacy. In 2014, no best practices for LGBTQ+ inclusive board policies existed—so we wrote them. Getting companies to adopt inclusive board policies has taken longer than any of us anticipated. In reality, there was no incentive for them to do so until we focused on pension funds and investment managers. A major breakthrough for our board inclusion work was helping California and New York City and State add LGBTQ+ to the definition of required board diversity for their roughly $3 trillion of pension fund assets. In parallel with our policy and advocacy work, we built a database of self- identified LGBTQ+ leaders who were interested in board service. In partnership with KPMG, we developed board readiness seminars and workshops and delivered these to our database of board candidates. Knowing race and gender were (and are) still the main focus of most corporate board diversity efforts, we included participants in our OutWomen initiative and built partnerships with all the other board diversity organizations in the United States (Black Corporate Directors Conference, Latino Corporate Directors, ASCEND Pinnacle, Women Corporate Directors and the 30% Club). LGBTQ+ leaders are intersectional by definition—I knew we could lift all tides together. OUT LEADERSHIP Visibility Counts l 3
Today, Quorum convenes senior leadership events and board readiness seminars, and works with organizations around the world to help place LGBTQ+ board members. Since 2019, thanks to our partnership with the Australian Institute of Corporate Directors, Quorum has also made great inroads on the Australian Stock Exchange (ASX). We hope to engage supportive companies to help us expand Quorum’s board work alongside Out Leadership’s current initiatives in Europe, Asia and South America in the coming years. The research you’re holding represents the most comprehensive and far-reaching assessment of the current state and efforts to increase the participation of LGBTQ+ people in boardrooms. It includes the first-ever LGBTQ+ Inclusive Fortune 500 Board Diversity Matrix, which is the culmination of significant research and support provided by Ropes & Gray, one of our global sponsors. Importantly, as with all of Out Leadership’s global research, I hope you find this piece to be tactical, offering concrete actions stakeholders in any organization can take to accelerate the pace of change. It comes as the movement for LGBTQ+ inclusion on boards of directors continues to accelerate with recent LGBTQ+ board inclusion announcements by Nasdaq, the State of California and Goldman Sachs, which have made global headlines, showing the increased momentum for Quorum’s work. Still, as this research shows, there is a long way to go to achieve appropriate levels of LGBTQ+ and overall intersectional representation on boards. Today, only 12 Fortune 500 companies mention sexual orientation and gender identity in their board diversity guidelines. Few, if any, Fortune 500 boards ask for LGBTQ+ metrics in their annual Director & Officer Questionnaire, and less than 0.4% of directors in the Fortune 500 are LGBTQ+. Over the past seven years, the most common refrain I’ve heard when I’ve pushed for LGBTQ+ board inclusion is “Well, there’s just no data.” Thanks to the work of Quorum, our sponsors and our partners, with this research, that is no longer the case. It’s now up to each of us to ensure this report gets in the hands of decision-makers and create the change we want to see on corporate boards and, ultimately, the world. With gratitude, Todd G. Sears 4 l
Table of Contents Introduction...................................................................................................................................................................................................8 Current State of LGBTQ+ Board Diversity................................................................................................................ 10 Case for a Diverse Board..............................................................................................................................................................12 Case for LGBTQ+ Board Representation................................................................................................................... 23 Case Studies.............................................................................................................................................................................................. 25 Call to Action............................................................................................................................................................................................. 27 Conclusion................................................................................................................................................................................................... 35 Appendix .......................................................................................................................................................................................................38 OUT LEADERSHIP Visibility Counts l 5
INTRODUCTION Why This Research Matters More than 20 years of research on corporate board diversity suggests that companies are most effective when their boards are diverse, equitable and inclusive. While great strides have been made in increasing gender, racial and ethnic diversity on corporate boards, diversity of sexual orientation and gender identity has unfortunately lagged behind—it is rarely a part of the discussion. There are many reasons for this, including the fact that the understanding of “diversity” continues to be limited to gender, race and ethnicity, resulting in limited access for LGBTQ+ people to board positions. What’s at Stake The vast majority of companies’ basic diversity. Companies whose boards LGBTQ+ representation in the board diversity reporting guidelines have greater diversity are often more corporate boardroom. Quorum’s have resisted the inclusion of LGBTQ+ progressive on other interconnected database includes more than 1,000 identified metrics, often under the metrics that also contribute to self-identified LGBTQ+ board-ready excuse of privacy. Interestingly, greater shareholder return. Given leaders, and connects to a larger however, thousands of companies the significant positive return from and intersectional pipeline of tens globally do offer LGBTQ+ employees this correlation, companies can’t of thousands more leaders through the opportunity to self-identify—just afford to maintain the status quo. Out Leadership’s global network. not at the board level. As we saw By continuing to exclude LGBTQ+ Quorum’s research and board diversity with the pushback against employee individuals from their boards, guidelines have advised and guided Self-ID in our prior Visibility Counts companies are foregoing the hundreds of companies on better research, lack of data on LGBTQ+ significant benefits LGBTQ+ diversity governance, and have been leveraged board leaders, and how and why affords, incurring significant risk and by policy leaders as well as pension companies need them, has been ultimately neglecting their fiduciary funds across the United States, the a tremendous roadblock. With the responsibility to their stakeholders United Kingdom and Australia. publication of this research, we hope and organizations. When Out Leadership launched to remove that excuse. Over the past 10 years, Out Leadership Quorum seven years ago, only two The stakes of allowing LGBTQ+ has promoted LGBTQ+ inclusion and companies in the Fortune 500—and representation to lag behind are high. its role in providing companies with no companies outside of the United As our research and the research what we call Return on EqualityTM States—included LGBTQ+ as a metric of many esteemed institutions in through CEO-hosted summits, for board diversity. Since then, Out this report demonstrate, board cutting-edge research and business- Leadership has sparked conversations diversity is good for business. To led advocacy on five continents. around the world and produced be clear, most research shows Quorum,1 one of its talent accelerators, research and guidelines that drove great correlation, but less direct is the first and only global advocacy the adoption of LGBTQ+ inclusive causation, from increased board and development initiative seeking policies in 12 additional Fortune 500 8 l Visibility Counts OUT LEADERSHIP
Goldman Sachs Commitment companies. Out Leadership’s research dollars and cents, numerous studies at DAVOS on LGBTQ+ board representation also have shown for decades that LGBTQ+ impacted state policy (California’s employees are loyal, empathetic and AB 979), prompted the inclusion of better educated than the general “I think from a governance LGBTQ+ inclusive diversity requirements national population on average— perspective, diversity on boards for the pension funds of New York qualities that companies should seek is a very, very important issue. and California, and was extensively at all levels of an organization. And we have been very, very focused on it. And so, we’re trying to find ways to encourage that. And I come from a position of my In 2020 Goldman Sachs announced that they own experience where I look at will no longer take a company public without the Goldman Sachs board. We diversity on his board— and for Goldman have four women out of 11. We have a Black lead director. I really that includes LGBTQ+. value the diverse perspectives I’m getting, which are helping me run the company. I look back at quoted in Nasdaq’s proposal to The findings in this report confirm IPOs over the last four years, and the U.S. Securities and Exchange the ideas that drive Out Leadership’s the performance of IPOs where Commission (SEC), in December 2020, mission—that LGBTQ+ representation there’s been a woman on the to require board diversity reporting is integral to diversity of perspective board in the U.S. is significantly for listed companies.2 Despite this and, ultimately, to good business. better than the performance of progress, however, the majority of The intersectional nature of the IPOs where there hasn’t been public companies in the United States LGBTQ+ community—which a woman on the board. So, and around the world still do not use comprises members of every gender, starting on July 1 in the U.S. and LGBTQ+ as a metric for board diversity, race, religion, ability, national origin Europe, we’re not going to take and less than 1% of the 5,000+ board and more—means that increased a company public unless there’s seats in the Fortune 500 are occupied representation of LGBTQ+ individuals one diverse board candidate by out LGBTQ+ individuals. will enable companies to increase with a focus on women, and diversity of perspective across Companies ignore this growing we’re going to move toward 2021 multiple dimensions. demographic at their own peril. As requesting two. And we realize a customer base, LGBTQ+ people In this research, we aim to: that this is a small step, but it’s a have among the highest per capita 1. Articulate the case for LGBTQ+ step in a direction of saying, you wealth of any diverse group, with representation on corporate boards know what, we think this is right, global estimated wealth in 2019 of $23 to individuals, businesses, investors we think it’s the right advice. trillion, and a conservative population and the community at large. And we’re in a position also estimate of 371 million.3 Out Leadership because of our network to help 2. Offer companies a guide to adding estimates the global purchasing our clients if they need help LGBTQ+ representation and self-ID power of the LGBTQ+ community to placing women on boards. And as priorities at the board level. be between $3.7-4 trillion annually, so, this is an example of our and this does not account for the 3. Outline concrete steps that saying how can we do something Ally Marketplace (those who choose companies, shareholders, and that we think is right and helps to do business with LGBTQ+-friendly public and private investors can move the market forward?” companies), which Out Leadership take to effect policy and regulatory — Goldman Sachs CEO, estimates to be eight to ten times larger changes mandating LGBTQ+ board David Solomon, World Economic than the LGBTQ+ market itself. Beyond representation. Forum at Davos January 2020 OUT LEADERSHIP Visibility Counts l 9
THE CASE FOR BOARD DIVERSITY Board Diversity in the Fortune 500 Early in 2020, when Out Leadership embarked on this research, there was no data on LGBTQ+ board leadership other than Out Leadership’s past Quorum research, which was used as the foundation for this first-ever LGBTQ+ board research. Despite widespread recognition of the importance of board diversity, and increased focus on board diversity policies, a detailed report of each company’s policies did not exist. Current State of LGBTQ+ Board Diversity Out Leadership and its partners by the same individuals. Similarly, • 35 8 Fortune 500 companies spent a number of months in women hold only 22.5% of total do not have a board diversity 2020 reviewing every single proxy seats, with Black, indigenous and policy at all 6 and board statement from every people of color (BIPOC) women • ONLY five Fortune 500 companies company in the Fortune 500, and holding a paltry 2.6% of board have any LGBTQ+ policies within distilled the following data, which director roles. Only 8.4% of Fortune their proxy statements produced the first-ever complete 500 board seats are held by Black Fortune 500 LGBTQ+ Inclusive Americans of both genders.4. Of the Board Diversity Report, included 25 LGBTQ+ seats only two are held in full in Appendix A. by LGBTQ+ BIPOC. For more information, please refer to the Of the 5,670 board seats in the Fortune 500, appendix for the only 25 seats (0.4%) are held by out LGBTQ+ LGBTQ+- Inclusive people, and some of those seats are held Fortune 500 by the same individuals. Board Diversity Matrix From this groundbreaking report, he LGBTQ+ data: As barriers to T we learned a great deal, including coming out are removed, each the following: generation of LGBTQ+ people has greater visibility. Roughly 5–7% of Of the 5,670 board seats in the Baby Boomers identify as LGBTQ+, Fortune 500, only 25 seats (0.4%) but, according to GLAAD, more are held by out LGBTQ+ people, than 20% of Millennials and Gen Z and some of those seats are held identify as LGBTQ+.5 10 l Visibility Counts OUT LEADERSHIP
What Do Corporate Boards Do? TERMINOLOGYDEFINED The board of directors This research uses specific terminology, oversees management of a including terms and abbreviations, when referring corporation and owes duties to diverse groups. For the sake of accuracy, we have of care and loyalty to the corporation’s shareholders. made the decision to refer to these groups based on the context and original wording of data and surveys. Boards typically contain several For example, where surveys and data use a specific committees, including audit, compensation, and nominating term, such as “Black/African American,” we have left and governance committees. the term unchanged rather than use the newer, more inclusive term “BIPOC.” In the same way, where surveys A board’s responsibilities we reference included only LGBT people (or even gay and include strategy and risk (guiding through uncertainty, lesbian), versus our preferred inclusive term LGBTQ+, we stakeholder view of risk and left LGBT unchanged. The following is a list of terminology corporate purpose), talent and used in this document, but is by no means inclusive of all corporate leadership (CEO preferred terminology by all communities: performance and succession, workforce strategy and culture, goals and incentives), LGBTQ+ Lesbian, Gay, Bisexual, Trans, Queer. and board effectiveness The + represents the various other ways that individuals identify (self-evaluation improvement, their sex or gender, and is inclusive of HIV+ people. board succession planning and continuous board education). For example, it is the board’s responsibility to: BIPOC Biracial, Indigenous, People of Color. • Oversee corporate strategy This is an abbreviation that is considered a more inclusive and management collective representation of the diversity of this community than “people of color.” • Identify, evaluate and monitor risk *In this document we use the term “people of color” or name the specific group (i.e., Black, Asian, etc.) when that term was used by the research referenced. • Provide oversight of audit function and company financial reporting LatinX Term used to describe people who are of, or relate • Oversee significant corporate to, Latin-American origin or descent. It is a gender-neutral or events, such as mergers nonbinary alternative to Latino or Latina. and acquisitions, dividends, equity offerings, and other *Many research organizations used this gender-neutral term to be gender-inclusive, but only 3% of the Latin American population use the terminology themselves. 7 financings • Protect shareholder interests and maximize shareholder value OUT LEADERSHIP Visibility Counts l 11
THE CASE FOR BOARD DIVERSITY The Case for a Diverse Board Decades of studies have highlighted the importance of board diversity for governance and efficiency.8 While board gender diversity has received by far the most attention from academia and policymakers, there are some studies on overall diversity (including demographics such as age or education) and the impact of racial and ethnic diversity. The Diversity Imperative Out Leadership has consolidated take advantage of opportunities, but rather that the heterogeneity more than 30 pieces of research and create value for the business.12 prompted a more careful evaluation (which can be found in the endnotes) Diverse boards also empower board of the information at hand.” 14 to create this “Top Ten Reasons Board members to challenge the status Diversity Is an Imperative” 9 quo and minimize groupthink or Diverse boards may also increase a “silo mentality.” 13 Research from positive external perceptions by 1. Decreased Groupthink demonstrating that companies Columbia University demonstrates that “diverse groups outperformed embrace diversity at the highest 2. Better Decision-Making more homogenous groups not levels of the organization and take 3. Innovation because of a flurry of new ideas, a “top-down approach”15 to being a 4. Risk Mitigation 5. CEO Support & Effective Monitoring DEFININGDIVERSITY 6. Improved Corporate Brand 7. Talent Attraction 10 Acquired/Cognitive diversity 8. Investor Demand Acquired diversity is derived from experience. For example, working in another country can help you appreciate 9. Access to New Markets 11 cultural differences, while selling to female consumers 10. Increased Shareholder Return can give you gender smarts. 16 Internally, a diverse board can better relate to its company’s employees Inherent diversity and customers and connect with Traits you are born with and/or are innate within your the company’s environment. With experience of the world.17 better understanding, boards make smarter decisions, identify and 12 l Visibility Counts OUT LEADERSHIP
Diversity, Innovation and Market Growth Taken from COEQUAL (formerly Center for Talent Innovation) Diversity is two-dimensional Diversity leaders unlock innovation Employees in publicly traded organizations with 2D diversity are: Inherent diversity: Acquired diversity: Nationality Religious background Gender Age Cultural fluency Generational savvy Gender smarts Technological literacy 70% more likely 45% more likely Sexual Orientation Cross-functional to see their to see their organization organization Race/Ethnicity knowledge capture a improve Socio-economic Global experience new market market share background Military experience Disability Language skills than employees in publicly traded organizations without 2D diversity Diverse teams drive innovation 78% of employees work for companies Employees at companies with 75% without two-dimensional diversity 2D diversity are 22% of employees work for companies with two-dimensional diversity more likely to have a marketable idea implemented Figure 1 https://ssir.org/articles/entry/looking_for_innovation_in_all_the_wrong_places good corporate citizen.” 18 This may perspectives are sought, heard inclusive slate of leaders with both increase investor confidence 19 and, and activated. Ultimately, for board acquired and inherent diversity in turn, create further value for a diversity to make a positive impact, top of mind—tokenism is not a company.20 Research reveals that boards must seek a broad and justifiable goal. improving cognitive diversity on a board can significantly enhance its performance by making other directors more comfortable Ultimately, for board diversity to make a positive expressing dissent.21 impact, boards must seek a broad and inclusive slate Diverse teams and groups are of leaders with both acquired and inherent diversity not better solely for their visible top of mind—tokenism 22 is not a justifiable goal. makeup—but also for the culture that is created when diverse OUT LEADERSHIP Visibility Counts l 13
THE CASE FOR BOARD DIVERSITY Why Aren’t There More LGBTQ+ Directors on Corporate Boards? If it’s the case that out LGBTQ+ people are an increasing—and talented— population in the United States and around the world, why aren’t they already represented on boards? A Lack of Representation Out Leadership surveyed its not sought out, the message was policies, an overwhelming majority Quorum membership (LGBTQ+ sent that they were not welcome. of CEOs and board members self-identified board-ready/current At all levels of a company, LGBTQ+ assume that their companies board members) in 2018 asking why people need to feel welcomed do—and are generally shocked to find out that is not the case. Out Leadership’s LGBTQ+ Board At all levels of a company, LGBTQ+ people Diversity Guidelines were published six years ago (and updated in need to feel welcomed and accepted for them November 2020) to help companies to join, engage and stay. remedy this exclusion. more out LGBTQ+ board members didn’t exist. The question was asked and accepted for them to join, engage and stay. Since that 2 Perceived “lack of demand” among major search firms for LGBTQ+ board representation from in two parts: survey, Out Leaderships research has identifiedseven main reasons their corporate clients. 1. “Are there LGBTQ+ leaders who In meetings with global leadership of for this lack of LGBTQ+ board are board members who are simply the search firm industry over the past representation: in the closet? five years, the question was raised 1 2. Or is it the case that, due to lack Lack of inclusion in diversity as to why LGBTQ+ leaders were not of inclusion in board recruiting/ recruiting efforts. included as a diversity category, diversity efforts, LGBTQ+ leaders Board diversity efforts have, by despite the diverse perspectives have been excluded from board design, excluded LGBTQ+ identity they bring. The resounding answer opportunities?” from searches seeking to identify was “until our clients demand it, diverse leaders. Only 12 Fortune we don’t have a reason do it.” As 88% chose the latter: “LGBTQ 500 companies include LGBTQ+ a market-based approach, such leaders have been excluded from as a metric for board diversity. an answer does have merit. But if board opportunities.” Interestingly, when asked whether these firms had dug slightly deeper, Because LGBTQ+ leaders did not their companies specifically include as several like Egon Zehnder have (and still do not) count and were LGBTQ+ in their board diversity taken the lead to do, they would see 14 l Visibility Counts OUT LEADERSHIP
0 of 500 Include LGBTQ+ as a Metric Beginning in the fall of 2020, tremendous opportunity in being on the cutting edge of LGBTQ+ 4 Gaps in data collection and reporting. Out Leadership began to reach out individually to inclusion. At Out Leadership’s CEO Over the past 15 years, more more than 300 corporate Roundtables and CEO-hosted and more companies are asking secretaries ahead of the 2021 summits around the world over the LGBTQ+ employees to self-identify, “proxy season,” asking them past 10 years, which have convened both in employee satisfaction to collect and report data more than 600 CEOs and tens surveys as well as within their on the sexual orientation of thousands of senior business HRIS 23 systems. As of 2020, 54% and gender identity of their leaders, this same question has been of the 1,049 major companies board members, and shared asked—do you seek LGBTQ+ leaders who filled out the Human Rights the Out Leadership LGBTQ+ for senior leadership positions, Campaign’s Corporate Equality Board Diversity Guidelines. including board representation? Index allow LGBTQ+ self- “Proxy season” refers to the Almost every single leader answers identification for their employees. period between mid-April and “yes.” We hope that this research will Despite broad adoption of self- mid-June when most large help to remedy the disconnect. identification by major companies, publicly traded companies myths still exist regarding the hold annual meetings about legality of such questions as well 3 Perceived “lack of platform six months after the end of as misconceptions on whether or relevant experience” for their fiscal year. Ahead of these LGBTQ+ people are actually LGBTQ+ board representation. filings, companies typically eager to self-identify when given Nominating and governance send—increasingly digitally—in the opportunity. In 2019, Out committees, and search firms that January a D&O (Directors & Leadership and Ropes & Gray assist larger companies, tend to Officers) Questionnaire to their published the first-ever global identify candidates from a pool of board members. research on employee self- existing board members, CFOs and identification processes (Visibility Out Leadership, with Quorum CEOs, and line roles with profit- Counts), finding that companies partner Ropes & Gray, has and-loss (P&L) responsibilities. offer the opportunity to self-ID to developed a turnkey solution LGBTQ+ people are often employees in 36 countries around to self-identification: template underrepresented in these roles, the world—including in countries questions on demographic creating a vicious cycle. “Lavender where same-sex relationships are diversity, including sexual ceilings”—glass ceilings specifically criminalized. Those companies orientation and gender imposed on LGBTQ+ people— found increased engagement from identity to include in that remain in many companies, and LGBTQ+ employees, increased questionnaire and a template these barriers particularly affect opportunities for career support board matrix to report on the lesbians and trans individuals. In and advancement, and even findings in companies’ filings. addition, board positions are often additional opportunities to This is particularly useful to filled through informal networks advocate for equality in countries companies as they often have such as the golf course or a where they do business. doubts on the terminology to vacationing spot, which remain There are many misconceptions be used particularly when it de facto segregated. One search around the legality of self- comes to gender identity. firm recently approached Quorum looking for LGBTQ+ candidates with identification in the workplace, Does Your Company ask experience in the Cabinet of the particularly in global contexts. LGBTQ+ inclusive questions United States, when the first openly This research highlighted the ways (Out Leadership could not gay Cabinet member in history was companies implement self-ID identify a single company nominated only last month. programs, even in countries with that does) OUT LEADERSHIP Visibility Counts l 15
THE CASE FOR BOARD DIVERSITY restrictive government policies or less inclusive cultural realities. Self-ID is a useful tool both to meet Tenure Road Blocks the needs of an organization’s workforce and for the bottom line. It is clear that when employees are given the opportunity to self- No Change in Board Composition During Prior Year 53.8% 59.9% Russel 3000 S&P 500 identify as LGBTQ+, many do. If thousands of companies already 3% 6% successfully offer the option to Nearly three-quarters their rank-and-file employees to of new directors of self-identify, why would they not 73% Fortune 500 companies ask the most prominent leaders of are sitting or retired Russel 3000 S&P 500 their companies—their boards—to CEOs or CFOs, according do the same? % of companies with to Cynthia E. Clark of Board Term Limits Bentley University. 24 5 Anti-LGBTQ+ discrimination in policy and practice. LGBTQ+ people live in a world There is a generational aspect to United States is 62.7—squarely in where honesty about their identity this discrimination as well. The the Boomer generation, which has could cost them friends, family, Baby Boomer generation of the the lowest number of these out employment and housing. Same- LGBTQ+ community grew up in a leaders. Finally, we should also note sex relationships are still illegal in 70 world where it was not possible to that HIV/AIDS created a gap of gay countries, with the death penalty on be out at work, at home or in the men in this generation of potential the books in 12. Even in the United military—homosexuality was still board members, killing more than States, prior to the Supreme Court considered a mental disorder by the 700,000 Americans since 1981—an case Bostock v. Clayton County (June American Psychological Association incalculable loss of life and talent. Inclusive policies alone will not solve this problem. Despite 91% If thousands of companies already successfully of the Fortune 500 companies offer the option to their rank and file employees prohibiting discrimination based to self-identify, why would they not ask the most on sexual orientation and gender prominent leaders of their companies—their identity, Out Leadership’s most recent AllyUp™ global ally research boards—to do the same? found that 58% of employees are still in the closet in the United States. 25 6 2020), state law did not protect until 1973 and by the American Self-exclusion. against employee discrimination Psychoanalytic Association until Because of the hurdles they based on sexual orientation or gender 1991. As a result, fewer LGBTQ+ encounter in their career, many identity in more than 27 states. Anti- people of that generation were LGBTQ+ people often fail to reach LGBTQ+ animus, especially rooted in out in their careers. According for board positions even when they religious terms, is a daily fact of life for to Equilar, the average age of have the experience, skills and LGBTQ+ people. corporate board members in the qualifications that boards seek. 16 l Visibility Counts OUT LEADERSHIP
LGBTQ+ people suffer more from “impostor syndrome”—a psychological 7 Low turnover and long tenure of board members. Not coincidentally, director term limits or mandatory retirement pattern in which individuals doubt their According to a 2020 report by policies based on tenure remain skills, talents or accomplishments— Esgauge and The Conference uncommon among U.S. publicly than their heterosexual peers, and Board, the pace of board member traded companies: Only 3% of they are sometimes convinced that turnover in U.S. publicly traded Russell 3000 companies and 6% these positions are not ones they can companies remains low, and the of S&P 500 companies had such a aspire to or reach for. Lack of visible report notes, “these figures are policy in 2019. 27 Lack of Turnover = role models in many industries, and substantially comparable to those Roadblocks to Change. on almost every single board in the recorded in recent years, and United States, reinforces this notion. data on director age and tenure of As the saying goes, “you can’t be what existing board members have also you can’t see.” remained remarkably stable.” 26 U.S. LGBTQ+ Demographics The Williams Institute at the UCLA School of Law: “LGBT Demographic Data Interactive” Percentage of US Population Company rationale for instituting who self-identify as LGBT LGBT-inclusive practices 30% 26% 20% 16% 7% Retain current employees 86% Attract job candidates 79% Expand company diversity initiatives 73% Improve company brand toward 52% a particular market segment(s) Other/Right thing to do 36% Match industry competitors that have 32% LGBT-inclusive practices Follow a directive from senior 28% 18-24 25-34 35-49 50-64 65+ management or board of directors Abide by government regulation 26% By Race/Ethnicity Company outcomes of LGBT-inclusive practices 58% White Greater employee engagement 76% 21% Latino Improved company brand or reputation 71% 12% Black Better job applicant pool 59% 5% More than one race Higher employee retention 53% 2% Asian Greater board engagement 24% 2% Other Todd Sears, Out Leadership CEO, has been on the Williams Institute Founders Counsel since 2008 OUT LEADERSHIP Visibility Counts l 17
THE CASE FOR BOARD DIVERSITY Gender Diversity as a Model Where are the Women Leaders? In contrast to the relatively new, and until now invisible, case for LGBTQ+ FTSE 100 board representation, the movement for greater gender diversity has been led by organizations globally for decades—with mixed results. One success story comes from the Female CEOs called United Kingdom, from The 30% Club, an organization whose goal was to CEOs Peter help ensure that 30% of board seats for FTSE (Financial Times Stock Investment Managers Proportion of P&L Roles Exchange) 100 28 companies were by Gender - FTSE 350 by Gender - FTSE 350 held by women. Established in 2010, the group met its goal in the United Kingdom in September 2018, and continues to push for greater female representation on corporate boards 96% 90% around the world. Males held by male executives The newest data in the United Kingdom specifically shared from the 30% Club and The Pipeline 4% Females 10% of P&L Roles held underscores how the lack of by female executives representation at top levels of executive leadership impacts the board representation pipeline for senior women leaders: 29 Net profit margin by proportion of women on Executive Committee - FTSE 350 - 2017-2020 Net Profit No Women Margin With Women Executives 16% ≥ 25% Women Executives 13.9% 14.1% 12.0% 11.2% 10.6% 8.9% 8.3% 8% 6.3% 6.1% 4.2% 3.2% 1.5% 2017 2018 2019 2020 Betteridge, M. (2020, July 31). Women Count 2020., from https://www.execpipeline. com/women-count-2020/ 18 l Visibility Counts OUT LEADERSHIP
As mentioned before, several the United Kingdom, greater among companies listed on studies have demonstrated that gender diversity on the senior- the S&P 500; 34 the last index greater board gender diversity executive team corresponded member with an all-male board is correlated with improved to the highest performance added its first female director efficiency, diversity of thought uplift in [the] data set: for every in 2019. 35 In 2019, for example, and performance for both 10 per cent increase in gender women comprised nearly half the board and the company. diversity, EBIT (Earnings before of S&P’s 36 newly appointed Credit Suisse reported that interest and taxes) 32 rose by directors, and 10% of these companies with more than 3.5 per cent.” 33 directors identified as women one woman on their board of color. 37 Among U.S.-based An important marker of inclusion Fortune 500 companies, women returned a compound 2% over on board gender diversity is the now hold 26% of total board those with no female board decrease in all-male boards positions. 38 members.30 Further, the report indicated that companies with more women at the board or top management level “exhibit higher returns on Board Representation Doesn’t Add Up equity, higher valuations and also higher payout ratios.” 31 A Population % Board Seats % Population U.S. McKinsey study found that “in Women 22.4% 51% Black 8.6% 16% LatinX 3.8% 18% Racial & Ethnic Asian 3.7% 6% Diversity as a Model LGBT 0.2% 7%* Although diversity based Subodh Mishra, U.S. Board Diversity Trends in 2019, Harv. Law Sch. Forum on on race and ethnicity has Corp. Governance (June 18, 2019), https://corpgov.law.harvard.edu/2019/06/ slowly increased in overall 18/u-s-Board-diversity-trends-in-2019/ representation at the board level, * This is the low end of LGBTQ+ population data estaminets much more work needs to be done. Progress remains slow, particularly compared to that corporate directors has drawn According to research, of gender. 39 particular attention. 42 The Latino “companies in the top Corporate Directors Association quartile for ethnic/cultural Approximately 10% of Russell notes that fewer than 4% of diversity on executive 3000 directors currently all Fortune 500 board seats teams were 33% more likely identify as part of an ethnic are held by those who identify to have industry-leading minority group, 40 and 15% of as Latinx, even though this profitability.” 44 Again, while new directors in 2020 of Russell population accounts for more direct causation is somewhat 3000 companies identify as than 18% of the U.S. population more difficult to prove, this part of an ethnic minority and more than $2 trillion in correlation is shown time and group. The lack of Latinx 41 purchasing power. 43 again, globally. OUT LEADERSHIP Visibility Counts l 19
THE CASE FOR BOARD DIVERSITY Comparing Gender Diversity on Boards Across the United States According to the Q2 2020 Equilar Gender Diversity While diversity requirements and quotas may Index (GDI), by the second half of 2020, women seem simplistic—and problematic to some—for occupied almost 23% of Russell 3000 board seats. the time being, they seem to be the only option to During Q2 2020, the GDI reached 0.46, the highest create systemic change while also expanding the point since its inception, where 1.0 represents diversity opportunity pool for diverse talent. As we’ve seen amongst men and women. With gender diversity for decades, without these progressive actions, rising nationwide, some states are closer to reaching the status quo will remain firmly entrenched. equal representation than others (see appendix for full Additionally, the disclosures and reporting we’re Equilar Gender Diversity Index).45 seeking will give way to better, more accurate tracking of statistics and trends that can create New Mexico-based companies still has the highest important shifts in diversity, nomination processes representation of women on boards at 40%, with and board management overall. All of these positive companies based in Rhode Island and Maine both outcomes from increased diversity, however, are falling into the next spot at 30%. predicated on an inclusive, open-minded and non- hierarchical board culture that actively seeks to Annually, Out Leadership publishes its annual LGBTQ+ leverage difference. Bringing diverse leaders into Business Climate Index and CEO Business Briefs for all a closed culture, where they feel tokenized and 50 states with 20 objective metrics in five categories: ignored, will not only fail, but will set companies - Legal & Nondiscrimination Protection further back from where they began. - Youth & Family Support In light of the overdue calls for racial justice around - Political & Religious Attitudes the world, racial diversity has come to the forefront - Health Access & Safety of many corporate conversations, putting more - Work Environment & Employment pressure on companies to analyze the diversity throughout their organizations, especially in their leadership. If this pressure leads to more Bringing diverse leaders into a closed culture, concentrated diversity and where they feel tokenized and ignored, will representation efforts from not only fail, but will set companies further the companies themselves, legislation may cease to play as back from where they began. large a role in the diversification of boards. Until then, however, states like California As with board diversity, Out Leadership’s Climate with legislation requiring and creating diverse Index shows a clear connection between LGBTQ+ perspectives will be the beneficiaries of diversity of inclusion and better business outcomes, talent thought in boardrooms and, in turn, more effective attraction and overall inclusion. and innovative companies. After many years of advocacy by many groups Legislation that removes discrimination and including the DCDC and Out Leadership, a new law, creates equal opportunity to participate in AB 979, was signed in California to require boards of society has a direct positive bottom-line impact companies based in California to appoint directors for companies and countries alike. For example, from underrepresented communities. This bill, marriage equality in the United States has proven intended to expand board diversity to include race, to boost the economy and help businesses’ and ethnicity and sexual orientation, was the first of its organizations’ ability to recruit and retain top kind to include LGBTQ+ people. LGBTQ+ talent. 46 20
OUT LEADERSHIP BUSINESS CLIMATE INDEX 2020 Inclusive States Attract Better Talent We congratulate all of the states that showed positive momentum over the last year, and call on those whose scores decreased to work with private and public leaders to push for more inclusive laws and practices to encourage inclusivity. Discrimination is fundamentally bad for business. States with most significant movement in rankings: CT -5 Score Decrease +6 Score Increase Out Leadership State Brief Data Comparison Out Leaderships Index found that four Out Leadership of the states with most significant AllyUP™ research also found: positive ranking change in 2020: • Wyoming 36% • Kansas of LGBTQ+ workers consider moving to a more inclusive • Indiana state to live and work • Utah 31% 20% Also all improved their would consider taking Equilar Gender Diversity a pay cut to do so Tracker score by at least OUT LEADERSHIP Visibility Counts l 21
THE CASE FOR BOARD DIVERSITY Business Impact of Opening Gay Marriage to Same-Sex Couples NE WA VA Williams Institutes’s Business Impact of Opening SC UT IL Gay Marriage to Same-Sex Couples NV NY CO In 2015 The Williams Institute estimated WI LA OR that after marriage for same-sex couples ND VT ID is allowed in all states, a combined OK total of $2.6 B could be generated. OH MO This economic boost can lead to TX MA NJ $184.7M in state and local tax MT revenue and support 13,058 jobs. ME AR Each circle represents one of the fifty AL WV CA KY KS PA states, or the District of Columbia. MN IN Circles are sized according to MD DC MS NM estimated wedding spending RI CT GA AZ WY by couples and their out-of-state TN SD guests within the first 3 years IA AK marriage is allowed. DE FL MI HI NC Total estimated economic boost for all states combined: $2.62B 5 years later we now know that number is 3.76B 143% of the original Williams Institute estimate Color and Scale Key Color shows which states were impacted by the Supreme Court decision opening marriage to same-sex couples: Impacted by Supreme Court Decision $500M Already Allowed Marriage $50M Figure 2 https://williamsinstitute.law.ucla.edu/visualization/EconomicImpact/ $5M 22 l Visibility Counts OUT LEADERSHIP
The Case for LGBTQ+ Representation Although overall ethnic and gender diversity is increasing on boards, the LGBTQ+ community has been largely left out of the conversation until recently. Expanding the Definition Since 2013, Out Leadership’s Quorum Out Leadership’s Visibility Counts Leadership’s Quorum initiative has Initiative has been advocating research, published with Ropes developed a database of qualified for LGBTQ+ board representation & Gray in 2019 for best practices LGBTQ+ board candidates and through a four-pillar strategy: (including how to navigate privacy existing directors to be included and GDPR concerns). Beginning in in nominating and governance 1. Expand LGBTQ+ Inclusive fall 2020, Out Leadership reached committees slates. Working with Board Diversity Policies out to 300+ corporate secretaries, partners like Quorum founding We encourage companies to amend suggesting concrete ways and sponsor KPMG as well as global their board diversity policies to be best practices to include relevant partners like the Australian Institute LGBTQ+ inclusive (and to create and questions in Directors and Officers of Corporate Directors, Quorum has publish a diversity policy if one does (D&O) Questionnaires ahead of the connected thousands of leaders to not exist). To make this as easy as 2021 proxy season. board readiness education seminars, possible, Out Leadership created its board mentoring and board LGBTQ+ Board Diversity Guidelines, 3. Create Demand in the Market placement opportunities. which includes best practice policies, for LGBTQ+ Board Members corporate resolutions and FAQs. First Out Leadership’s successful work The past 12 months have seen an published in 2015, and updated this to include LGBTQ+ diversity in unprecedented leap in visibility year, the guidelines have helped pension fund investment mandates for LGBTQ+ board leadership, from 10 Fortune 500 companies amend (in California and New York thus far), California to the Nasdaq, and the their board policies and have been as well as supporting state-level momentum seems to be increasing. extensively quoted in legislation: Out (California) and index-level (Nasdaq) Simply increasing the number of Leadership Board Diversity Guidelines. LGBTQ+ inclusive mandates, are diverse individuals, whether on a a great start to create demand 2. Collect & Report LGBTQ+ for LGBTQ+ board members. company’s board or in the broader Board Data Increasingly, mutual funds and other workforce, will not create benefits We encourage companies to collect institutional investors (such as the for the company’s business.48 and report data on the sexual Yale Endowment) are adopting proxy According to research described orientation and gender identity of voting guidelines for their portfolio in the Harvard Business Review, their board members, in the same companies that include LGBTQ+ companies should do more than take way that thousands of companies inclusive diverse boards.47 an “add diversity and stir” approach, collect and report data on LGBTQ+ and should appreciate that reaping employees. In addition to the Out 4. Create the Supply of the benefits of diversity requires Leadership LGBTQ+ Board Diversity LGBTQ+ Board Candidates seeding and nurturing a culture that Guidelines, companies can reference Over the past seven years, Out embraces diversity.49 OUT LEADERSHIP Visibility Counts l 23
THE CASE FOR BOARD DIVERSITY The Power of Difference As the Business Roundtable (BRT) has recently commented, “America’s largest employers know Susan M. Angele that the economy works best when employees can is a Senior Advisor be who they are, without fear of bias, discrimination, with the KPMG Board and inequality.” Todd Sears, a former investment Leadership Center. banker and the CEO of Out Leadership, describes *This article originally appeared the advantage of investment in LGBTQ+ inclusion in the National Association of Corporate Directors, “The Power as the “Return on Equality™”: “The openly LGBTQ+ of Difference: An anthology of population is diverse, and growing. Companies expert perspectives on how boards can build cultures of improve their bottom lines through LGBTQ+ inclusion, inclusion.” (link) as both LGBTQ+ consumers and straight allies increasingly make purchasing decisions based on a company’s commitment to equality and inclusivity. Board-level diversity conversations have primarily Additionally, as the LGBTQ+ community is both been focused on gender, with racial and ethnic invisible and also multidimensional by definition, diversity becoming another necessary area of forward-thinking companies that include LGBTQ+ attention. With few exceptions, sexual orientation has leaders in their board diversity plans and goals will not historically been a focus of board diversity. This also see increased representation of women, people started to change a few years ago, and definitions of of color, and other minorities.” Boards are increasingly board diversity, both in company policies and proxy deepening their oversight on issues such as talent, voting guidelines, are starting to include references to culture, equity, inclusion and diversity. Given LGBTQ+ diversity. For example, in 2017, the “Boardroom America’s changing demographics and attitudes, as Accountability Project 2.0” of the Office of the New well as the impact that LGBTQ+ inclusive policies may York City Comptroller recommended that companies have on the company’s bottom line, boards should describe the composition of their boards in a matrix take the opportunity to assess whether the LGBTQ+ format that includes sexual orientation along with related policies and practices of the company and other demographic characteristics. According to the board are oriented toward the future. If the board Quorum, based on Fortune 500 data from the 2019 has not already engaged in such discussions, the proxy season, 12 publicly traded U.S. companies following questions provide a good place to start. specify sexual orientation and/or gender identity in (Note: While the term LGBTQ+ specifically refers to their board diversity statements, an increase from just the lesbian, gay, bisexual, transgender and queer two companies in 2016. Just as an LGBTQ+ inclusive communities, it is used here to include all gender and organization provides the company with a competitive sexual minorities. Third-party quotes, if different, will advantage, LGBTQ+ inclusive board policies and search adhere to the term used by the quoted party.) practices do so as well, by expanding the network for The board sets the tone for the entire organization, and talented board candidates and adding to the diversity diversity and inclusion should start at the top. A recent of perspectives in the boardroom. And companies that survey by Out Leadership’s Quorum Initiative and disclose their board and organizational diversity policies Ropes & Gray found that openly LGBTQ+ executives and statistics are sending a message to rising talent hold just 25, or approximately 0.42%, of the 5,670 seats within the organization, as well as to investors and on the boards of companies comprising the Fortune other stakeholders, that the company is committed to 500—a rate that is far less than the 10% of the overall diversity and is attuned to the interests of an important population that identifies as LGBTQ+.50 and growing group of stakeholders. 24
CASE STUDIES Case Studies from Egon Zehnder’s Diversity Tracker™ Another perspective to understand the importance of LGBTQ+ representation on corporate boards can be seen through the experience and impact of the few LGBTQ+ out board members themselves. Egon Zehnder, which joined as one of Out Leadership’s Quorum global sponsors in 2020, annually publishes a “Board Diversity Tracker.” Case 1 Dame Inga Beale Former CEO of Lloyd’s of London Through our partnership, Out Leadership™ helped Dame Inga Beale has always been a trailblazer. An early standout as one of Egon Zehnder include the top executives in the world of insurance, she became the first woman data and context for CEO of the more than three-century-old Lloyd’s of London in 2014, stepping LGBTQ+ board members down in 2018. She was also one of the first top executives to self-identify in its Diversity Tracker, as bisexual and has used her platform to argue forcefully for inclusion on making the 2020 Tracker boards and inside executive teams. D&I wasn’t Beale’s top priority when the first global board she first took the Lloyd’s job, but that soon changed: “What I was hired to diversity tracker to be do was a major transformation. And I first of all thought, ‘Why have all the LGBTQ+ inclusive. Egon previous attempts failed?’ It became so apparent to me that it was full of Zehnder also leveraged clones of white men. And then I thought, ‘Well, perhaps there’s a correlation the Quorum database between that and why they’ve not modernized. Where are the new ideas to seek out LGBTQ+ coming from?’ And then I thought, ‘We have to get different types of people board case studies, two to come here. Because that will make sure the company is around for of which appear in the another 300 years.’” Tracker and here > Beale is supportive of the progress that some boards have made on gender, but she doesn’t necessarily believe that the same approach should be used when it comes to gaining LGBTQ+ representation or other forms of diversity. “This is not a protected characteristic,” “We have to get different types of people to Beale says. “We can’t force people to give come here. Because that will make sure the it. When I arrived at Lloyd’s, we had very company is around for another 300 years.” few people filling that box in as to their sexuality. As soon as we started talking about inclusion, when I started using words like lesbian, gay, bisexual in town halls, we shot up immediately to 90 percent of people declaring their sexuality. But you’ve got to have this safe environment.” OUT LEADERSHIP Visibility Counts l 25
CASE STUDIES Case 2 Jim Fitterling CEO of The Dow Chemical Company and Out Leadership Global Advisory Board member Jim Fitterling has spent his entire career at Dow. By 2008, he was moving rapidly through the executive ranks. He was also a closeted gay man who had never shared his identity with anyone in his professional life. Then Jim’s world was turned upside down when he was diagnosed with stage-four cancer. While being treated, he came to a revelation: “I took a look at my life and said, ‘There’s some stresses that I need to relieve, and one is that I was trying to live two lives.’” Fitterling decided to go public, first to the board and leadership team at Dow, and then, in 2014, to the entire employee base during an internal broadcast. “The support I got was terrific,” says Jim. “I look back and say, ‘How much of my staying in the closet were fears that were in my own head?’” Coming out also transformed Jim’s leadership style (he was named CEO of Dow Inc. in 2018). He realized how much it mattered to have role models, which he had never benefited from. “There are many other people in the world who are dealing with the same “When people come to work, they thing,” he says. “If they don’t hear leaders need to feel like they have a chance for talking about it, they may feel more pressure to keep that bottled up, and that’s advancement…” not a good thing.” Inclusion also became a key part of Dow’s new ambition: to be the most innovative, customer-centric, inclusive and sustainable material science company in the world. “You can’t do one without the other, and that drives from the boardroom down to the shop floor,” Jim explains, noting how much emphasis the company has placed on boardroom diversity. “When people come to work, they need to feel like they have a chance for advancement,” he says. “If they don’t see themselves in middle management and upper management of a company, and if they don’t see it on the board, they struggle to feel they belong.” 26 l Visibility Counts OUT LEADERSHIP
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