NACD History Project
Roger W. Raber: He Put NACD on the Map
by Judy Warner | September 20, 2013
When Roger W. Raber took the mantle of leadership at the National Association of Corporate Directors (NACD), membership was as scarce as revenue. Yet the newly installed president and CEO had a hunch in February 1999 that the need for corporate governance—and director education—would grow.
“Not that many years ago, directors were picked because they were friends of the CEO,” said Raber, as quoted in an article in the Journal of Business Strategy around that time. “Now the focus is on bringing in directors who have an expertise that addresses the company’s specific needs, not only now but in the future. The type of director needed may change as the company grows.”
His view proved prescient when, two years later, Enron collapsed and revelations about widespread accounting fraud cascaded throughout corporate America, eventually resulting in the enactment of the Sarbanes-Oxley Act of 2002. The spotlight shining into American corporate boardrooms was glaring and unprecedented.
Raber, who succeeded NACD founder John Nash (see NACD Directorship, May/June 2013) after a brief period of interim leadership, would lead the organization for eight years. He joined NACD from the Center for Financial Students at America’s Community Bankers, where he was director of member services and president of executive education—a role that bridged education and policy making. That experience, coupled with what colleagues describe as an outgoing, relentlessly positive personality, was critical to Raber’s success in transforming NACD into a nationally recognized and sustainable nonprofit dedicated to advancing director education and the improvement of corporate governance practices. The education connection was a natural for Raber, a native New Yorker who earned a doctorate in education from Columbia University.
Raber’s first challenge was to convince the NACD board to authorize the hiring of additional staff to advance that growth. He retained the small staff already in place and built from there. In short order, he hired a new executive assistant (his own), a marketing manager, an education director, and two support staff. The following year, in 2000, Raber added a membership coordinator, a vice president who became COO, a chapter relations manager, and directors of marketing, information technology, and public seminars, as well as additional support staff.
Raber, who is now 70, retired in March 2007, when leadership of the association was turned over to current President and CEO Kenneth Daly.
In addition to developing the association’s infrastructure and mentoring the various disciplines needed to accomplish its ambitious goals, Raber built the resources and visibility of NACD. He forged partnerships with key organizations across the governance spectrum, including the stock exchanges, Financial Executives International, the Association of Corporate Counsel, and Council of Institutional Investors, among others. His work with the nonprofit sector, which included advising the American Red Cross during a governance transformation, inspired him to pioneer NACD’s first nonprofit governance surveys. His establishment of a distinguished not-for-profit advisory board helped this initial effort. The number of chapters grew from 7 to 21, while membership climbed from 2,000 to almost 10,000. Comment letters were written to the Securities and Exchange Commission and other policy-making bodies on subjects ranging from director nominations to shareholder access.
Raber also testified before Congress, defining for members of the House Committee on Energy and Commerce investigating the collapse of Enron in 2002 the role of the corporate board, while explaining the duty of care, the duty of loyalty, and the business judgment rule, and showing how the board is accountable to shareholders and how management is accountable to the board.
More important, he emphasized the importance of ongoing education. “A number of major institutional investors actively encourage director education in their portfolio companies,” Raber noted in his 2002 testimony, which urged stock exchanges to pay attention to this issue. “The late Jean Head Sisco, in her speech as NACD Director of the Year in 2000, went so far as to suggest that the stock exchanges require newly listed companies to provide evidence of ongoing director education.”
In addition to the duties of loyalty and care, Raber suggested to House committee members that directors have what he called the “‘duty of curiosity’ to ask difficult questions, such as, ‘Do these numbers reflect our true profitability?’ ‘What will this policy do for the employees in our 401(k) plan?’ [and] ‘Isn’t it risky to have auditors doing some of our internal auditing work?’ After Enron, more directors will be asking such questions. We will do our part to make sure that they do.”
The committee requested that Raber submit standards for public company governance. Culled from Blue Ribbon Commission reports and vetted by the NACD board, the 10 recommendations were influential in shaping the new sets of governance listing standards adopted by the New York Stock Exchange and Nasdaq. Raber also wrote countless articles and essays. In 2005, in an article outlining significant governance challenges, he wrote about the value of NACD’s in-boardroom program and advisory services: “The program is not cheap, but it is a lot more inexpensive than the cost of ignorance.” The price of ignorance was a common theme in Raber’s speeches and writings.
When Raber retired, NACD employees presented him with a hard-bound book, titled The Legend of Roger Raber, for he had indeed earned near-legendary status for his contributions to NACD and to governance. Since leaving NACD, Raber has been engaged in charities in Washington, D.C., near the home he shares with his wife, Marie, dean of the School of Social Work at Catholic University. His charities of choice have been So Others Might Eat and, most recently, Miriam’s Kitchen.