Board Governance in Times of Change and Disruption
Recorded On: 10/08/2024
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Over the past several decades, boards of directors have faced unprecedented change, from increased regulation and complex reporting requirements to evolving technologies and cybersecurity risks. Through real life fact patterns and resolutions of some of these challenges, this presentation will address best practices for optimizing board functions and give a view on board preparation, process, approvals, and other routine board matters. Gain better tools for counseling and working with boards in turbulent times and help your board function better, reduce risk, and provide effective governance.
Presented in cooperation with Cozen O'Connor

Key:
Mary Griffin Cummings
Executive Vice President, General Counsel
Peoples Security Bank & Trust Co.
Mary Griffin Cummings is currently Executive Vice President and General Counsel of FNCB
Bank where she advises FNCB team members on various matters, including securities
regulation, commercial and consumer loan transactions, contracts, collections, and
governance matters. Prior to joining FNCB, she worked for the Wyoming Valley Health Care
System as Associate General Counsel, Resident Counsel, and General Counsel. After
graduation from law school, she started working for the law firm of Rosenn, Jenkins &
Greenwald as an associate and later was made a partner. While at Rosenn, Jenkins &
Greenwald, Mary’s practice focused on real estate transactions, taxes, and banking.
Mary is admitted to practice law in the Courts of the Commonwealth of Pennsylvania and
the United States District Court for the Middle District of Pennsylvania.
Mary is a 1984 graduate of the Pennsylvania State University, University Park, PA earning a
Bachelor of Science degree in accounting. Thereafter, she worked in the private sector, in
the areas of finance and human resources until returning to law school earning her Juris
Doctor in 1990 from the Dickinson School of Law, Carlisle, PA. While in law school, she
was a member of the Corpus Juris Society and worked for various employers, such as the
Pennsylvania Department of Revenue Board of Appeals, and Ernst & Young and clerked for
the Honorable Kenneth W. Seamans of the Pennsylvania Court of Common Pleas of
Susquehanna County, Montrose, PA.
Mary is a member of the Wilkes-Barre Law and Library Association and the Pennsylvania
Bar Association. She also serves on the Board of Directors of the Pennsylvania Bankers
Association Services Corporation and the Board of Governors, serving as Chairperson, of
Bankers Settlement Services–Capital Region, a title agency located in Harrisburg, PA. She
also serves on the Northeastern PA Board of Directors of the American Red Cross as well
as volunteers for tecBridge’s annual Business Plan Competition, where competition teams
in divisions identified as high school, collegiate, and non-collegiate are able to showcase
their entrepreneurial passion and innovation to our community.
Mary also volunteers for the Catherine McAuley Center, a shelter for women, children and
families in crisis. She serves as Chair of the Catherine McAuley Center Board of Trustees.
Mary also serves on the Board of Trustees and the Nominating and Governance Committee
of the McGlynn Learning Center, a successful Sisters of Mercy sponsored ministry.
Mary has been the recipient of several awards. In 2022, she was honored by the Dress For
Success Lackawanna, Women Making an Impact campaign. In 2023, Mary was awarded
the Particia A. Husic Woman of Influence Award. This award is given to an executive leader
in the banking industry who has achieved success within a leadership role and displays
courage, values, and ethics, as well as undeniable enthusiasm for the industry, her
institution, and the community. Recently, Mary was awarded an Honorary Doctor of
Humane Letters from Misericordia University, a higher education facility founded by the
Sisters of Mercy and located in Dallas, PA
Theresa R. Shea
EVP, GC & Corporate Secretary
Utz Quality Foods, LLC (a subsidiary of Utz Brands, Inc.)
Highly effective, practical and collaborative general counsel widely respected for integrity, judgment and cross-functional leadership.
o Change agent who builds effective teams, strategic outside counsel relationships, trusted alliances with internal clients, and systems and controls that monitor key performance indicators of legal department.
o Seasoned labor, employment and human resources leader experienced in areas of traditional labor, disability and leave, benefits, executive compensation, affirmative action diversity and inclusion, immigration and training.
o Skillfully optimizes and proactively manages legal risk for cost-reduction initiatives, concessionary negotiations, and restructuring work both inside and outside of bankruptcy proceedings resulting in average life of contract savings over 20%.
Nithya Das
Chief Legal Administrative Officer
Diligent
• Experienced C-suite leader in high growth tech with a track record as a customer- and business-
minded Legal, Operations, and HR executive. Known for bringing rigorous execution to effectively scale
organizations at public, growth, and startup stage companies. Track record of driving results in
enterprise SaaS through Corp Dev, Bus Dev, Partnerships, Production and Strategy, HR, and
Operations
• Board and Comp Committee Chair at Outbrain (NASDAQ: OB)
• Led Olo’s (NYSE: OLO) $3.6bn IPO, transition of operations to public company level and transformation to multi-product strategy org
• Led AppNexus’ ~$2bn acquisition by AT&T and parallel path IPO preparation and execution
• High integrity leader known across levels in companies served for upleveling organizations, leading
critical growth strategies, leading through growth and transformation, fostering inclusive, collaborative,
values driven cultures and serving as an effective communicator able to bring stakeholders along on
growth journeys
• Built and transformed several high performing teams including hiring talent, redesigning teams, and
setting strategy with several examples of developing team members into GCs and leadership roles
• Sought out as an expert in growth and scaling in the areas of Legal, Board and Governance, Strategy
and Planning, M&A and Corp Dev, HR, Executive Comp, M&A, International Expansion, Business
Development, SEC, and ESG/DEI. Experienced leading board and audit, comp, and nom and corp gov
committees
• Trusted advisor to Founders, CEOs, and boards and thrives in fast paced, high growth environments helping companies maximize ROI and achieve business objectives by solving cross-functional and complex challenges
Jeremiah Garvey
Co-Chair, Capital Markets & Securities
Cozen O'Connor
Jeremy is a well-known corporate attorney with three decades of experience advising sophisticated businesses and entrepreneurs in sectors ranging from finance and tech to energy and manufacturing. Jeremy currently focuses his practice in three areas: public company and capital markets, complex mergers and acquisitions, and venture capital and emerging business development.
In the capital markets space, Jeremy represents both issuers and underwriters in public offerings of securities, including equity securities and 144A private placements of high-yield debt securities. He works closely with public company clients on securities law compliance and SEC reporting, corporate governance, ESG considerations, and equity-based compensation issues.
Jeremy also advises public and private companies on transformational mergers and acquisitions, from veteran corporations undergoing major expansions to private company owners looking to exit. He has deep experience negotiating strategic and financial transactions on behalf of buyers and sellers in a variety of industries.
In addition, Jeremy is highly regarded in the Mid-Atlantic venture capital and emerging business community as a leading adviser to startups and growth companies. He is a longtime board member and the chair emeritus of the Pittsburgh Venture Capital Association and has chaired the selection committee of the 3 Rivers Venture Fair, a leading venture conference in the Mid-Atlantic.
As a founder and board member of a successful startup himself, Jeremy also brings direct ground-level experience with corporate formation and development to every engagement. He was a co-founder and counsel to Othot LLC, a predictive and prescriptive analytics software solution for colleges and universities, from its formation in 2014 to its favorable sale to Liaison International in 2021.
Among other recognitions, Jeremy received the Pittsburgh Venture Capital Association’s “Impact Award” in 2024, was named “Venture Capital Lawyer of the Year in Pittsburgh” by Best Lawyers in America in 2021, and has been listed in Chambers and Partners USA since 2019.
Jeremy earned his bachelor’s degree from Colgate University and his law degree from the University of Pennsylvania Carey Law School.
Seth Popick
Member
Cozen O'Connor
Seth advises emerging and seasoned companies on issues related to corporate finance and governance. He regularly represents companies from a broad range of industries in public offerings, SEC reporting matters, as well as acquisitions and dispositions.
Seth’s representation of clients extends to counseling clients on companies on employee compensation and corporate governance matters. He also has significant experience representing underwriters in public offering.
Seth began his legal career in the corporate practice of a Silicon Valley law firm where he advised clients on a variety of public offerings and SEC reporting matters.
In recognition for his work, Seth has been named to Best Lawyers in America since 2022.
Seth earned a B.S. in industrial and labor relations from Cornell University and a J.D. from Georgetown University Law Center. While in law school, Seth was a legal student observer at the Office of the Inspector General. He also served as a legal intern for the competition (antitrust) team for Google Inc. (now Alphabet).
Experience
Public Companies and Capital Markets
- Represented Utz Quality Foods, LLC (NYSE: UTZ) in its business combination transaction with Collier Creek Holdings, a consumer goods special purpose acquisition company (SPAC), to form Utz Brands, Inc. The result of this business combination was that the almost 100-year-old family-owned Utz became a public company. The transaction valued Utz in excess of $1.5 billion. The business combination was structured as an Up-C transaction.
- Represented Limbach Holdings, Inc. (NASDAQ: LMB), a provider of building infrastructure services, in its 1.8 million share common stock underwritten offering.
- Represented Ampco-Pittsburgh Corporation (NYSE: AP), the world's largest producer of rolled steel, in a rights offering through which AP delivered up to 5.5 million shares of its common stock and 12.3 million Series A warrants. The Series A warrants were approved for listing on the NYSE, and the common stock will continue to trade on the NYSE.
- Represented a global provider of brand solutions, memorialization products, and industrial products in its Rule 144A and Regulation S $300 million senior notes offering.
- Represented Utz Quality Foods, LLC in its acquisition of Inventure Foods, Inc. in a deal valued at $165 million. The transaction was completed via a cash tender offer for all outstanding shares of Inventure Foods common stock, followed by a merger of a wholly owned subsidiary of Utz into Inventure Foods pursuant to Section 251(h) of the Delaware General Corporation Law. Inventure Foods will operate as a wholly-owned subsidiary of Utz. Inventure Foods manufactures and sells salted snacks under the brands Boulder Canyon®, TGI Fridays™, Nathan’s Famous®, Vidalia Brands®, Poore Brothers®, Tato Skins®, and Bob’s Texas Style® and has manufacturing facilities in Arizona and Indiana.
- Represented peer-to-peer lending trailblazer, LendingClub Corporation, in its $1 billion initial public offering of Common Stock.
- Represented Castlight Health, Inc., a leading provider of enterprise healthcare cloud software, in its initial public offering of Class B Common Stock.
- Represented Adesto Technologies Corporation, Inc., a leading provider of application-specific, feature-rich, ultra-low power nonvolatile memory products, in its initial public offering of common stock.
- Represented Cisco Systems, Inc., a worldwide technology leader in developing and connecting networks, in its $8 billion Senior Unsecured Note Offering.