Rhonda Brauer

Rhonda L. Brauer is a senior fellow with The Conference Board Governance Center.
Over her career, she has become a nationally recognized strategic and legal corporate governance expert for C-Suite executives and boards of directors of all-sized publicly traded companies in a wide range of industries, as well as in the non-profit world. Ms. Brauer began her career with Cleary Gottlieb as a cross-border transactional corporate lawyer, working in both New York and Brussels. She has supervised teams of professionals in a variety of complex legal and corporate governance consulting situations.
She recently founded RLB Governance, where she continues to promote best practices in corporate governance and company-shareholder engagement.
From 2008-2016, Ms. Brauer was a Senior Managing Director (Corporate Governance) and a member of the Executive Committee at Georgeson Inc. She provided strategic corporate governance and proxy solicitation consulting services, to help her clients obtain their desired outcomes in shareholder votes on directors, executive compensation matters, shareholder proposals, proxy contests, M&A situations and other extraordinary transactions.
Prior to that, Ms. Brauer had been Corporate Secretary & Governance Officer, as well as a member of the Senior Management Team, at The New York Times Company. Over the course of 15+ years in-house at The Times, she provided advice to the board and management on a variety of governance, shareholder engagement, securities law, M&A, transactional, treasury, and philanthropic issues. She conducted board self-assessments and helped to coordinate the Board and senior management response to a dissident’s with-the-vote campaign and a threatened proxy fight that eventually settled.
Ms. Brauer's other past governance activities have included:
o National leadership roles for the Society of Corporate Secretaries & Governance Professionals (of which she remains a member), including service on the National Board and its Audit & Finance Committee, and as its Treasurer and the Chair of both its Corporate Practices Committee and Chapter Task Force.
o Member of the Council of Institutional Investors.
o Member of the American Bar Association’s Task Force on the Delineation of Governance Roles and Responsibilities.
o In-house advisor for The New York Times Company Foundation, The New York Times Neediest Cases Fund and The New York Times College Scholarship Program.
o Manager, Office of the National Board of the Girls Scouts of the USA.
o Writer of articles and speaker on panels and webcasts across the country on various corporate governance and shareholder engagement topics.
Ms. Brauer remains an active member of the New York Bar, having received her J.D. from Indiana University School of Law (Bloomington, IN), Magna Cum Laude and Order of the Coif. She received her A.B. from Cornell University, College of Arts & Sciences, Magna Cum Laude and Phi Beta Kappa. She is also a past Fellow of the Salzburg Seminar in Salzburg, Austria.

Posts by Rhonda Brauer

  • Political Contributions Disclosure: Where Does Your Company Rank and Why Does it Matter? (07.07.16 )

    By Rhonda L. Brauer, Senior Fellow, Governance Center at The Conference Board Since the U.S. Supreme Court’s Citizens United decision in January 2010, which removed many limitations on corporate political spending, there has been increasing focus on management and board oversight of corporate political spending.  Tax-exempt entities have become a prominent means of funneling corporate […]