Precision Drilling leaders faced a major challenge last May: The Canada-based publicly traded company needed shareholders to approve a “pay-for-performance” executive compensation plan, which was crucial to recruit and retain much-needed talent.
But the corporate leadership faced two head winds. First, oil and gas commodity prices continued to slump, which meant revenues were off and returns to shareholders were not positive. Second, a third-party proxy was advising against the new comp plan because they said it was out of whack with their peer businesses.
Precision executives turned to their general counsel, Veronica Foley, to lead a team to get the proposal approved by investors.
“All predictions from our proxy advisors indicated that our shareholders were not going to support our say-on-pay advisory vote,” Foley said. “The high cost of failure became increasingly apparent and thus we started a campaign to earn investor support and encourage proxy advisory firms ISS and Glass Lewis to recommend that shareholders vote in favor of our say-on-pay initiatives.”
Foley created a team that included the chair of the board, chair of the compensation committee, chief financial officer and the director of investor relations. The mission was to engage the key stakeholders and answer all their questions.
“We used the proxy as a vehicle to communicate our pay-for-performance philosophy and explain our governance policies,” she said. “This was accomplished by publishing a persuasive executive summary … Our main goals were to demonstrate a strong link between pay for performance and shareholders’ interest and our commitment to addressing shareholders’ concerns.”
On May 16, Precision officials announced that management’s compensation proposal received support from 89.8% of its shareholders.
“It was an amazing experience to be able to tackle such an important and unique project and to have such an impact for the growth and success of the company, even as we continued to handle the normal day-to-day functions of the corporate legal department,” Foley told The Texas Lawbook.
The Houston Chapter of the Association of Corporation Counsel and The Texas Lawbook have made Foley a finalist for the 2019 Houston Corporate Counsel’s General Counsel of the Year Award for a Mid-sized Legal Department.
Newhouse+Noblin senior vice president and principal Beth Walker, who nominated Foley for the honor, said the company’s top legal officer “is a superstar in all respects.”
“Veronica’s breadth of knowledge and understanding of factors that could potentially impact our company is critical to our ability to get out in front of those issues and be proactive,” said Precision Drilling senior counsel Patrick Neal Sr.
Foley, who is fluent in Spanish and French, was born in Colombia, where her father was an engineer and her mother was a medical doctor and college professor.
The only lawyer in Foley’s family was her grandfather, Emilio Ramirez, who was assassinated – shot seven times outside his law office – in the 1980s for being a political activist.
“Colombia was in complete turmoil at the time,” Foley said. “We never learned which group was responsible for killing him. Some people said it was the cartels. Others said it was the government or paramilitary groups. My mom took over his political activities. There were always fears. We never took the same route or the same schedule going to school. There was a constant danger of being kidnapped.”
Eventually, the threat became too much for Foley’s family and they moved to Australia for one year. In 1991, they relocated to Houston, where Foley finished high school. Her mother now practices internal medicine and owns 10 clinics in the Houston area that focus on the Latino community.
Foley bucked the pressure from her family to follow her mother into medicine and instead chose law as her profession. After graduating with a degree in psychology and French from Baylor University, she taught fourth grade for a couple of years.
In 2000, she enrolled at Houston’s South Texas College of Law, where she graduated cum laude in 2002.
After doing a six-month internship with U.S. District Judge David Hittner in Houston, Foley joined Fulbright & Jaworski (now Norton Rose Fulbright) as an associate in its complex business litigation practice.
“I loved being at Fulbright – it was really sexy work,” she said.
Foley represented a handful of businesses – many of them oil and gas companies – involved in nine- and 10-digit dollar disputes against foreign governments.
“We were essentially fighting countries and their leaders over money owed to our clients in these highly complex international arbitration tribunals,” she said. “I was dealing with top foreign ministers and diplomats. It was an amazing experience.”
In January 2010, Foley decided to go in-house at Precision Drilling.
“It was really a work-life balance issue,” she said. “Plus, both of my parents are entrepreneurs.”
Foley said she is very happy she made the move.
“I like thinking strategically and impacting the business – not just practicing law, which I still get to do,” she said. “By structuring a deal one way or another way, the company can be made more successful.“
Foley said one of the biggest challenges she faced was “managing through an economic downtown.” She said making tough decisions to reorganize teams, having to see people leave and working to “limit risks without limiting opportunities” requires a lot of creativity.
Those who work with Foley said she has handled the pressure extraordinarily well, especially for being the only female executive at Precision Drilling and for doing so in an industry not known for its diversity achievements.
“Veronica has demonstrated her ability to adapt to this environment,” said former Precision Drilling director Catherine Hughes, who now sits on the board of Royal Dutch Shell. “Her competencies, strength of character and her business understanding of always trying to find an acceptable solution if it exists has made her a highly effective executive and a respected team member at all levels of the company.
“Veronica demonstrates the traits that are of high value in the boardroom,” Hughes said. “She is curious, asks a lot of questions and always wants to learn. She is honest and has impeccable ethics. Veronica is also courageous, which is an important trait for any woman in the boardroom. She has no hesitation to challenge a room in a very appropriate way.”
Norton Rose Fulbright partner Joseph M. Graham, who worked with Foley, said she has a “rare combination of intelligence, wit and character.”
“In our business, there are often extremely stressful situations,” Graham said. “But Veronica has always been extremely calm under pressure and able to maintain a laser-like focus to determine the best way to resolve the issue. In other words, Veronica is truly the best type of client that outside counsel could have the pleasure of representing.
“I wish the world had more Veronicas,” he said.