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Nasdaq’s Board Diversity Proposal to the SEC

Nasdaq has filed a proposal, Proposed Rule 5605(f), with the Securities and Exchange Commission to require each Nasdaq-listed company to have, or explain why it does not have, at minimum 2 “Diverse” directors, reflecting (a) 1 director who self‑identifies as female; and (b) 1 director who self-identifies as an Underrepresented Minority, or as LGBTQ+. Companies that don’t meet the standard would be required to justify their decision to remain listed on Nasdaq – or risk face delisting proceedings; with more flexibility provided to smaller reporting companies and foreign issuers.
The Ellig Group encourages Nasdaq-listed companies to examine their current board composition to determine if they satisfy the proposed diversity requirements set forth in proposed Rule 5605(f).  Additionally, it would be prudent for Nasdaq-listed companies to consider best practices and steps necessary to maintain or obtain compliance with the diversity requirements of Proposed Rule 5605(f).  Ellig Group is here to serve all Nasdaq-listed companies needing to recompose their board or add more directors to satisfy Proposed Rule 5605(f) diversity requirements. Our advisory to companies is to:

  • review the company’s governing documents to evaluate the permissibility of expanding the size of the board to add more Diverse directors or recomposing the board;
  • review possible stockholder approvals required for the addition of new directors and the timing thereof;
  • in addition to the Board’s nominating and corporate governance committee(s), review and, if necessary, revise the criteria by which director candidates are identified and selected;
  • consider whether the company will need to retain the assistance of a search firm to identify skilled director candidates meeting the Diversity criteria; and
  • establish that, following any board recomposition or increase in the size, protocols and practices are adopted assuring Nasdaq Proposed Rule 5605(f)

Ellig Group is a global leader in recruiting and onboarding outstanding diverse executive talent with the backgrounds and expertise to meet the evolving needs of our clients. We offer a meaningful and holistic approach to talent identification and development through our Executive/Board advisory, assessment capabilities, and leadership development and onboarding programs. To arrange an exploratory conversation on how your organization can better achieve Nasdaq Proposed Rule 5605(f) compliance, we can be contacted here.

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Janice Reals Ellig

Chief Executive Officer

As the head of the Ellig Group, Janice is dedicated to increasing the placement of women and diverse candidates on corporate boards and in C-suites by 2025. Janice joined the legacy firm in 2000 and became Co-Chief Executive Officer in its transition to Chadick Ellig in 2007; she assumed sole ownership of the company as the Ellig Group in 2017 with a new focus on Reimagining Search. Prior to her career in executive search, Janice spent 20 years in corporate America at Pfizer, Citi and Ambac Financial Group, an IPO from Citibank, where she was responsible for Marketing, Human Resources, and Administration.

Heralded by Bloomberg Businessweek as one of “The World’s Most Influential Headhunters,” Janice is often consulted for her expertise and her commitment to gender parity, inclusion, and diversity. She frequently appears at speaking engagements and as a media guest, and she has penned multiple articles for outlets such as Directors & Boards, Directorship, Corporate Director, The Huffington Post, and Forbes.com. Janice also co-authored two books: Driving The Career Highway and What Every Successful Woman Knows, acknowledged by Bloomberg Businessweek as “the best of its genre.”

A tirelessly active member of the industry and champion of her causes, Janice is Founder of the Women’s Forum of New York’s Corporate Board Initiative and its signature event, Breakfast of Corporate Champions. Since 2011, Janice continues to spearhead this event to honor companies committed to board diversity and to encourage CEOs to sponsor board-ready women for the Women’s Forum database. (LINK: www.womensforumny.org).

Janice is personally committed to several NFP organizations: Board Director of the National YMCA and Past Chair of the YMCA Board of Greater New York; Trustee of the Actors Fund and Committee For Economic Development (CED); Incoming Chair, University of Iowa Foundation; Women’s Forum of New York Past President and Chair of the Corporate Board Initiative; member of the Steering Committee, US 30% Club and The Economic Club of New York.

In recognition for her many philanthropic activities, Janice received the University of Iowa Distinguished Alumni Award in 2011 and the Association of Executive Search Consultants (AESC) Eleanor Raynolds Award for Volunteerism in 2008. Named one of the “21 Leaders for the 21st Century” by Women’s eNews, she was also a recipient of the Channel 21 Award In Excellence for her contribution to “Excellence in the Economic Development for Women.”

“Listening to our clients’ needs, learning their business and understanding their culture is how we present the best talent and provide  a competitive advantage. We place candidates with the character, competencies, commitment, (intellectual) curiosity and courage to make a difference. Our goal is always to go beyond the expected and deliver valuable advice, measurable results and great talent!”

– Janice Reals Ellig

  • Champion of gender parity, diversity, and inclusion
  • Industry expert, speaker, and author
  • Founder of the Women’s Forum of New York’s Corporate Board Initiative
  • Committed board and committee member and philanthropist

T: (212) 688-8671 ext. 226
E: Janice@ElligGroup.com