Teri Plummer McClure, Chief HR Officer and Senior VP, Labor, of UPS of America, Inc.

Veta T. Richardson: Ms. McClure, thank you for sitting down with me. You have had such an inspiring legal career, and, from what I've read, your skills come naturally. As I understand it, your grandfather was a lawyer, and largely self–taught. Without attending law school, he sat for and passed the bar exam, which is an amazing accomplishment. I guess you weren't the first brilliant legal mind in your family! Tell us about your grandfather. Did he influence your desire to become a lawyer? Or what did influence your career choice?

Teri Plummer McClure: Thanks, Veta. Yes, my grandfather did have a big influence on my legal career. And it's a little bit of a story because as you mentioned, my grandfather sat for and passed the bar exam. But, as an African American male in Kansas where I grew up, he really didn't have the ability to support himself as a lawyer at that time. So, he went to work for the US Postal Service. He worked there his entire career, retired at the age of 62, and then hung out his shingle and began practicing law. And he practiced for about 10 years.

Some people are very comfortable with that ability to assess facts very quickly, apply the law, give advice, and move forward, and some people are not. In my legal department, that was really the determiner of success. Could you respond to the needs of the business, give them good solid legal advice, but not tie them up trying to be exhaustive on an issue? Can you communicate to people who don't have a background in law about the law?

He had his little store front office. We used to tease him and said he used to just go down there and watch "All My Children." But he did practice – mostly family law and issues of that nature.

I think what really influenced me wasn't as much his practicing of the law, but his ability to be a critical thinker. I constantly remember my entire life, sitting in his family room debating an issue. I don't care what it was; it had to be a debate. He was always challenging our process of thinking and challenging our conclusions. He taught us how to be very critical thinkers and that was extremely influential in how I approached issues in the future. My husband says I still debate everything!

VTR: I understand that when you graduated from law school, your first stop was actually at a law firm. What influenced your decision to make that transition in–house? Did you decide you wanted to go in–house? Or did they come a–knocking and make you an offer that was just too attractive?

TPM: During college, I knew I wanted to go to law school, but my mom encouraged me to keep my options open. So, I interned at a business program, and the last year of that program, I had exposure to an in–house legal department. So I knew this intersection between law and business interested me.

I even remember writing my law school essays about the fact that I wanted to serve in a position where I could help companies learn how to grow and be pro table while adhering to the law ... I always had that appreciation for the business side, and the implications for business that the law provided.

It's always front of mind for me – not just responding to the immediate issue, but also making sure you understand how the people in the organization are going to understand and respond to the policies or changes that you're putting out there.

I started in private practice and was practicing for about seven or eight years when I did get the call. One of the lawyers I had previously worked with simply said, "My company, UPS, is moving to Atlanta; they're opening up their corporate headquarters. If I were 10 years younger I'd take the job." He said, "I can't take it, but I think you'd be a great addition to their legal department."

VTR: As you made that transition, what good advice did you receive about the differences in practice environment moving from a law firm to in–house practice?

TPM: One of the things I learned very quickly is that when you're in a law rm, you have to go deep in a case or on an issue. You have to turn over every leaf and anticipate changes in direction in different fact patterns. When you're in a legal department, you have to make decisions based on limited information. You have to trust the information that's provided by your outside counsel and by your business teams. You have to learn how to act without the full scope of information. In a business, you have to work more quickly, much more quickly.

So it becomes crucial that you have the ability to really assess facts quickly, draw quick conclusions, ask good questions, know what information you need and know how to put aside the information you don't need, and be able to provide reasonable advice. Some people are very comfortable with that ability to assess facts very quickly, apply the law, give advice, and move forward, and some people are not.

In my legal department, that was really the determiner of success. Could you respond to the needs of the business, give them good solid legal advice, but not tie them up trying to be exhaustive on an issue? Can you communicate to people who don't have a background in law about the law?

I think the ability to drive outcomes is very important – setting a goal and implementing a strategy and then being able to drive to that outcome. The best in–house lawyers are very good at that.

VTR: A few years into your time at UPS, you took on special assignments including operational roles with a focus on logistics and distribution. How did you distinguish yourself within the law department, to be offered positions outside of it?

TPM: One of the ways in which I approached the position was to see where I could add value and to see where there were gaps that I could fill.

TPM: I saw that by working with HR, we could resolve issues on the front end as opposed to just litigating on the back end. I really tried to be a problem solver. And I focused on not just doing the job, but really trying to add value in a unique and different way.

At UPS, the general counsel's role was always viewed as not just legal, but also as a business strategist. And so when you come to the table as a member of the management committee, you're expected to be a well–rounded businessperson looking out for the broader interests of the business as well as bringing your specific expertise to the table. And it's great when the general counsel is in that role because you're not only interested in mitigating risk for the organization and also ensuring compliance, but you're trying to help grow the business.

I wanted to solve a problem or create a different process or try to find ways to reduce costs in the legal department or address issues before they became legal cases. It allowed people to see me more broadly than just an attorney, but really as someone who saw the interests of the company as priority.

At one point in my career, the head of the legal department came to me and said, "Look, if you really are interested in having a career beyond the legal department at UPS, you need to go out and learn the business. And if you're willing to go out and take that risk, we can't guarantee you anything, we'll have to fill your job, but if you take on that assignment, we think that will position you for greater opportunities. I can't guarantee anything, but that's the best step in order to position yourself for growth in the organization."

It was the best decision I ever made. It was a phenomenal experience to understand the business in the corporate office and deal with things at a strategic level. We handled billions of dollar decisions – every day counts, every penny counts, every moment counts. The job helped me to understand the implications for some of the corporate policies that are initiated, understand the customer perspective, understand how employees are managed and how the rules apply to the employees on the front line. It just opened my eyes tremendously and it was an invaluable experience. It was probably the best job I've ever had.

VTR: I had the pleasure of interviewing Ken Frazier and asking him a similar question and he said the same thing; he describes it as stepping into a void, solving problems and taking a risk. When we look at your bio we see that they loaned you out to the business for a while, but they did bring you back to law – you came back around to law as the general counsel. How did the business experience enhance your ability to be general counsel?

I don't view the general counsel as someone who's just the corporate secretary, who's only at the table because of their corporate secretary roles, but as someone who is really meaningfully adding and contributing to the discussion around the strategy, around risk for the organization, and around growth opportunities. Someone who definitely comes across as a real player with the bigger decisions that the company is faced with. I do think that how the CEO interacts with and views the role of the general counsel definitely influences others on the team.

TPM: My business acumen was enhanced as a result of working in the operations. I was also much more customer focused and realized that we need to help our business teams create solutions that are responsive to customer needs if we were going to grow the business.

I also really understood the employee impact. Our company is largely employee based and we have a very large union. Understanding the incredible importance of driving employee engagement and ensuring that our employees are treated well and paid fairly is crucial to the overall success of the organization.

TPM: I do think that having a strong relationship between the CEO and the general counsel is very important, not just in the board dynamic, but for the management team. At UPS, the general counsel's role was always viewed as not just legal, but also as a business strategist. And so when you come to the table as a member of the management committee, you're expected to be a well–rounded businessperson looking out for the broader interests of the business as well as bringing your specific expertise to the table. And it's great when the general counsel is in that role because you're not only interested in mitigating risk for the organization and also ensuring compliance, but you're trying to help grow the business.

I think it also helps how you lead your team, because you want your team to be problem solvers, you want your team to be growth minded just as much as the business people are. So, I think it's very critical to be viewed as not just a lawyer or police – you know, the cop on the plaza but really as a fellow contributor to the business success, who happens to be approaching it from a perspective of risk management and compliance. How can we use the law to help us be more competitive?

VTR: According to our most recent global CLO survey, 64 percent of Chief Legal Officers are part of that executive management team. But that means that 36 percent aren't.

TPM: Yes, I read that statistic and I was surprised. I really was. I do think that puts the general counsel at a disadvantage if they're not at the table and if the CEO is not viewing that role as a critical part of the management team.

The relationship between the general counsel and the board of directors

VTR: You have the interesting perspective of being in the boardroom where the Chief Legal Officer is one of a number of executives that you likely interact with as an independent director. Can you offer some perspectives on what you've observed?

I think the lawyers we found to be the most valuable to us and the organization were those that understood the business. They weren't just providing legal advice, but they were understanding how the legal advice was being applied; the context of the business opportunities, and challenges that our organization was facing.

TPM: The company that I serve on the board for is a slightly smaller organization, but the general counsel there is very active in supporting the board. I don't view the general counsel as someone who's just the corporate secretary, who's only at the table because of their corporate secretary roles, but as someone who is really meaningfully adding and

contributing to the discussion around the strategy, around risk for the organization, and around growth opportunities. Someone who definitely comes across as a real player with the bigger decisions that the company is faced with. I do think that how the CEO interacts with and views the role of the general counsel definitely influences others on the team.

VTR: So tell me, as a board member or even as someone in an executive role who has responsibilities for the board, how important is it for an executive to have a relationship with the members of the board outside of the boardroom?

TPM: I think it's critically important. But it's interesting, a lot of that depends on the CEO. I've seen CEOs that really want to control that interaction and, outside of the boardroom the only communication goes through the CEO. And then what you're seeing now in terms of best practices, I believe, are more formalized situations where the board is interacting with the senior leadership team outside of the boardroom, to actually see them in their natural environment with their teams. Part of that's succession planning, part of it is the due diligence of boards now, and wanting to ensure that the organization has good talent and is preparing good talent for the future of the organization. So we're talking a lot more about that exact thing – should the board have greater interactions with the senior leadership team? And I think the consensus is drawing more and more to "yes."