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Jan 29, 2020

How Atlas Air’s Kokas aims high on governance

Adam Kokas of Atlas Air Worldwide was recently named governance professional of the year (small to mid-cap) at Corporate Secretary’s 2019 Corporate Governance Awards

Adam Kokas is a man with his hands on many governance levers. As executive vice president, general counsel and secretary at Atlas Air Worldwide, he leads the company’s governance program and takes charge of initiatives ranging from year-round shareholder engagement and keeping directors up to date on the latest trends in corporate governance to board refreshment and the company’s proxy statement.

Over the past three years, Kokas has led a process of board refreshment that has led to the arrival of five of the nine current directors. The process has been characterized by a quest for diversity. ‘We focus on having the right people,’ Kokas says, noting that this entails looking at directors’ skills, expertise, gender and racial diversity.

Current members of the board have backgrounds in cybersecurity, finance, the military and even space: Charles Bolden served as the 12th administrator of NASA. Women represent 30 percent of the Atlas Air board and 50 percent of the board are now ‘diverse members,’ which the firm describes as ‘consistent with the view of many of [our] shareholders and governance studies indicating that a more diverse board should result in better shareholder returns over the long term.’

All that board refreshment requires a lot of onboarding. Kokas describes it as a process that is undergoing continuous improvement. It begins with a tour of Atlas Air’s command center and, among other things, he looks for opportunities to bring new directors to the company’s operations in Miami and Cincinnati, Ohio.

Tragically, the company this year witnessed an accident in which two Atlas Air pilots and one passenger lost their lives. It was the first such event in the company’s history and, aside from the focus on caring for the families of the deceased, the company has taken steps to address safety and compliance.

For Kokas, it has also meant working with safety, regulatory and operational teams amid a continuing National Transportation Safety Board (NTSB) investigation. Alongside outside counsel, he has helped prepare employees for interviews with the NTSB and, alongside other team leaders, he has helped keep the board updated on the process, including risk and insurance matters.

Indeed, Kokas is focused on keeping directors up to date on a variety of issues. He briefs the board and various committees, including the audit and nominating and governance committees, on topics such as shareholder activism, litigation, proxy access, SEC disclosure rules, CEO succession and talent development.

Over the past year, Kokas’ team has continued to improve the company’s proxy statement. Changes include greater use of graphics, such as a new board skillsets/qualifications matrix, and the addition of ESGrelated disclosures. Other recent work he and his team have been involved in includes:

  • Amending the nominating and governance committee’s charter to state that diversity, including gender and ethnicity, should be taken into consideration in assessing the board’s core competencies as a whole
  • Amending the company’s corporate governance principles to limit directors to serving on a maximum of four public company boards, including Atlas Air’s board, to avoid potential over-boarding, and create a lead independent director position.

In addition to his work for Atlas Air, Kokas takes his role in the industry and profession seriously. He was elected in June 2019 to the board of the Society for Corporate Governance and is a member of its audit and finance committees, having served as secretary to the board last year. He was also a panelist last November as part of an SEC roundtable on the proxy process.

This article originally appeared in the latest Corporate Secretary special report.