Manny Fernandez

FROM NONPROFIT BOARDS TO COMPANY GOVERNANCE

"Manny" was appointed to the boards of directors of two major companies within a week of his September 2020 retirement from KMPG, a Big Four public accounting firm, where he had spent 36 years in leadership positions. He came to this country from Cuba at the age of eight, and now is an independent board director for HollyFrontier, a major petroleum refiner, and holds a similar post for Jacobs, a diversified professional services company active in the public and private sectors.

MANUEL “MANNY” FERNANDEZ

BOARD DIRECTOR FOR HOLLY FRONTIER AND JACOBS

THE PROCESS that brought Manny Fernandez to governance positions, in large part sprung from his experience over a 10–15-year period on nonprofit boards in Dallas where before his retirement he was managing partner for KMPG's regional office and led a team of more than 3,000 partners and audit, tax, and consulting service professionals. This engagement provided him with a sense of this type of governance and a role he might enjoy in a "next life" after retirement. "You got to say 'I am going to like this and like the governance in doing that,'" he said. “As a member of a nonprofit board an individual should be authentic and "giving without ever asking back to receive" while adding value to trusting relationships.”

Fernandez also saw how he could be an asset to company governance. "Being a board member, I can add value on the culture front, on the financial front, on the growth front, on the strategy front – you name it and on the value front for stockholders and stakeholders," he said. "You never know, he said, when someone will say, 'Hey, you are retiring, let me talk to my nominating and governance chairs.' Moreover, Fernandez saw that being active with a nonprofit is a good way to get to know people and executives who also are on those boards that later can be a catalyst for someone to land their first director seat.

"You just can throw your resume out there and maybe a recruiter will find you. There are thousands of candidates," he said.

"You really need to have relationships in order to try to land that first board seat and you never know where the help will come from" and the least expected probably. Fernandez said that he has "thousands of relationships" but only two or three ended calling about board seats. These included two board members at one company and the CEO and chairman with another company. "I never expected to be on the board of those companies until they asked.”

Fernandez's witnessed for many years KMPG'S board in action. "For 20 years I was in the board room from the KPMG side and seeing the process and how it worked and seeing board members in action – the good, the bad and all sorts of personalities in nominating, or governance processes. "You learn from that and say, 'you know I can do that and that might be fun to do,'" he said.

From a governance perspective, Fernandez said, there is a need for leadership skills as well as people skills and technical skills. "You have ten other board members with whom you have to collaborate. Sometimes you lead, sometimes you follow, sometimes you agree, sometimes it’s your idea, sometimes it is their idea.” There is a difference if a board member is chair of a committee, Fernandez explained. "More is put on your back, but you have to keep the others informed.” A participating committee member needs to respect the chair and at the same time provide value and be collaborating, he said.

There also is needed to recognize the dynamics within a board. "When you have a full board then you may have 11 people who are talking about the same topic and you have to really be mindful and cognizant not just to speak, but to add value.”

MY BOARDS:

• At Jacobs the priorities are "culture, culture, culture and a good culture with right values, with drive, with result," he said. "You need to have your people engaged, need to have people feeling inclusive, whether is related to gender or ethnicity or just inclusive in terms of ESG, the environmental, the social and the governance. The social being the diversity and inclusive piece, the governance being governance and inclusive again, with the diversity of board members. The environmental involves thinking how you can imbed environmental within your solutions," he said. Another element of the Jacobs culture is a safety component which in some ways is similar to HollyFrontier which "has brick and mortar, meaning plants. So we start every meeting with a safety discussion then you get into results," Fernandez said.