DDN's The Domino Guide 2025 Edition

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The DOMINO Guide:

The Definitive Boardroom Guide

on Digital, Cybersecurity and

Systemic Risk Governance

3 About Digital Directors Network

4 About DOMINO And This Guide

6 CEO Letter

8 Executive Summary

9

The Value Of Digital, Cybersecurity And

Systemic Cyber Risk Governance

11 The Systemic Power Behind DOMINO’s Puzzle

13 The Standards And A Regulatory First, New

Frameworks And Leading Practices

27 The System of Digital And Cybersecurity Governance:

Skills, Structure, Scope

31 The Scope Of The Oversight System:

Opportunity, Cybersecurity And Systemic Risk

39 Next Steps: Strengthening The Board To

Optimize The Digital Business System

42 APPENDICES

Bob Zukis

CEO, Digital Directors Network

2025

IN THE APPENDICES:

— DDN Key Policy Positions

— SEC Disclosure Cheat Sheet

— Who Is FOR vs. AGAINST Director Cyber Expertise

— DOMINO 24 Peer Thought Leadership

Copyright © 2024 DDN Press

DDN LLC

The DOMINO Guide: The Definitive Boardroom Guide on Digital, Cybersecurity and Systemic Risk

Governance:

No part of this publication may be reproduced, distributed, or transmitted in any form or by any

means, including photocopying, recording, or other electronic or mechanical methods, without the

prior written permission of the publisher, except in the case of brief quotations embodied in critical

reviews and certain other non-commercial uses permitted by copyright law.

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ISBN: 978-1-7350430-3-6 (Paperback)

The author makes no representations or warranties with respect to the accuracy or completeness

of the contents of this work and specifically disclaim all warranties, including without limitation

warranties of fitness for a particular purpose. Under no circumstances, shall any of the information

provided herein be construed as legal advice of any kind.

Requests for permission or print bulk discounts should be directed to info@digitaldirectors.network

Suggested reference: Zukis, Bob. “The DOMINO Guide: The Definitive Boardroom Guide on

Digital, Cybersecurity and Systemic Risk Governance,” DDN Press, Manhattan Beach, 2024

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About

Digital Directors Network

Digital Directors Network (DDN) is the premier

boardroom network of IT and cybersecurity

executives, corporate directors and organizations

working together to shape and secure the digital

future. Together we are advancing the practice and

profession of digital, cybersecurity and systemic risk

governance. DDN was founded in 2017 and its

members represent many of the world’s leading

corporate directors and executives working on

both sides of the boardroom table to solve these

challenges.

About DOMINO And This Guide

This edition of The DOMINO Guide reflects the knowledge created and shared

at DOMINO 24, the leading boardroom executive learning event focused on

advancing the practice and profession of digital, cybersecurity and systemic

risk governance. The DOMINO Guide is a reference and implementation guide that

reflects the steps and leading practices that any board can take to strengthen

their role in how the complex digital business system creates and sustains

business value.

DOMINO 24 was held at The University of Chicago Booth School of Business in

Chicago, IL. This executive learning experience convened policy leaders, corporate

directors, digital and cybersecurity executive leaders and experts to network,

teach and learn about solutions that strengthen the role of the board in shaping

and securing the digital future.

A combination of business school caliber classroom-based lectures, peer learning

exchanges, and deep interactive masterclasses led by subject-matter experts, corporate

directors, and industry leaders, DOMINO 24 was focused on advancing solutions that

develop digital and cybersecurity governance as a high-performing part of boardrooms

around the world to strengthen the board’s role in the digital business system.

DOMINO 24 provided practical, and actionable insight and instruction to continue to

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build upon the pioneering work of Digital

Directors Network and its membership.

Executive leadership from SolarWinds provided

the opening keynote at DOMINO 24 to set the

tone and share what they have learned from a

major cybersecurity incident that woke the world

up to the threat of systemic cyber risk along with

the emerging forces of government scrutiny and

accountability.

The U.S. Cybersecurity and Infrastructure

Security Agency (CISA) Executive Assistant

Director for Infrastructure Security Dr. David

Mussington presented and answered questions

on the work being done at the senior most levels

of the U.S. government to secure complex digital

systems against the growing unpredictability of

worldwide threats.

Other policy leaders, executives and directors

from Target, Delta Airlines, PNC Bank, Barnes

Group, WD-40, Kraft Heinz, EY, Dominion Energy,

Campbell’s, United Airlines, and many other leading

companies enriched the DOMINO 24 executive

learning experience with their perspectives and

insights.

Enriching the overall learning experience were

DOMINO 24’s learning partners who shared

their deep insights through a masterclass

series and peer learning exchanges focused

on solutions to the challenges of digital and

cybersecurity oversight. They included White

& Case, EY, Veracode, Proofpoint, X-Analytics,

Kudelski Security, Corporate Board Member,

CYVERSITY, Equilar, and Hitch Partners.

Four conference attendees were recognized for

their contributions to the practice based upon

their thought leadership submissions to the

DOMINO 24 Call For Papers. Submitted papers

were peer reviewed and four were selected for

their contributions to the body of practical

knowledge on digital, cybersecurity and systemic

risk oversight. Their papers are included in the

Appendix.

Pre-event participants also attended the widely

acclaimed DDN QTE 501 Boardroom Readiness

Masterclass for IT and Cybersecurity Executives. All

attendees enjoyed opportunities to network

including our Veteran’s and Women’s leadership

breakfasts, an evening reception, dinner and an

entertaining display of complex systems of a

different kind.

DOMINO 24 was CPD Certified as an executive

learning event and attendees earned 13 hours of

CPD credit. Participants who attended the QTE 501

Boardroom Masterclass for IT and Cybersecurity

Executives on May 14, 2024 earned another 13

hours of CPD.

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DOMINO: Solving the Digital, Cybersecurity

and Systemic Risk Governance Puzzle

The digital world is all around us. The digital future will be

what we make it — or what we allow it to become if it remains

ungoverned.

The corporate boardroom has a vital role to play in shaping and

securing the digital future and our mission at DDN is to make sure

that every corporate board is a high-performing part of their

company’s digital journey. Together with our members, this is

the problem that we are solving — and we know that solving it

drives significant business value — and we know how to solve it.

But the digital future is stumbling forward as it is being tripped up

by old, new and different types of risks. Boardroom leadership

and capability on these issues is often lacking which creates

weakness throughout the system. This weakness impairs the

economic growth, output and resiliency of businesses and

economies around the world.

DOMINO 24 was focused on accelerating and

scaling the solutions that are helping boardroom

and executive leaders strengthen directorship and

the role of the board in shaping and securing the

digital future.

While boardroom awareness of digital innovation,

cybersecurity and systemic risk is as high as

it ever has been, the strength of the

boardroom as a control is far weaker than it

needs to be.

The advent of artificial intelligence (AI), high

profile cybersecurity incidents and new

regulations from the U.S. Securities and Exchange

Commission and in the EU have delivered many

different wake-up calls. But not enough is being

done, fast enough, to strengthen the critical

capabilities needed from boardroom leadership.

Remarkably, there are also some organizations

working against common sense board reform on

these issues, making our job collectively harder but

the job of the hackers easier.

The cybersecurity failings of the corporate

boardroom were recently on full display during

the largest cybersecurity incident in American

healthcare history at UnitedHealth Group (NYSE:

UNH). During Congressional testimony from the

UNH CEO. U.S. Senator Ron Wyden attributed

this cybersecurity failure to a lack of boardroom

leadership pointing to the fact that there is no

director cybersecurity expertise on the UNH board.

Directors with cyber expertise addresses one

key part of solving this puzzle, but much more is

needed.

DOMINO’s world-class learning experience helps

corporate directors and executives rise to this

digital leadership moment to learn how to lead

their companies safely and securely into the digital

future. Focused on governing digital value creation

and protection, the good news is there are many

corporate directors, digital and cybersecurity

executives already leading in the boardroom on

these issues. And evidence shows that when

corporate directors lead on these issues,

positive business impacts follow.

In a highly connected world, risks are distributed

CEO Letter

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across complex and interdependent digital ecosystems and companies. But the lack of a collective security

model or leadership mindset means that one company’s risk or failure, can often be a problem for many

companies, e.g., CrowdStrike.

And too much is at stake for the corporate boardroom to not be leading on these issues. At DDN and

DOMINO we are creating a collective understanding and mindset in the boardroom and building the

capabilities so that every boardroom can fulfill its leadership role and obligations in the digital world.

Thank you to the DDN Members who attended DOMINO 24, our speakers, content partners, our

boardroom certified Qualified Technology Experts (QTEs) and the other leaders who are stepping up to

this challenge and leadership moment. The digital future needs you and will be in better hands because of

you.

A special thank you to the DDN Advisory Board comprised of Andrew Chrostowski, Tony Cole, Fay Feeney

and Jerry Nowicki for their advice, counsel and support.

The DOMINO Guide is produced from the knowledge created and shared at DOMINO 24, the leading

boardroom and executive learning event on digital and cybersecurity governance. It is both a

reference guide and implementation guide and we encourage you to share it with your leadership

team and entire board.

As the definitive voice on these issues, DDN’s members and our DOMINO 24 attendees are collectively

building the practice and profession of digital, cybersecurity and systemic risk governance — making

directorship a high-performing part of the system leading companies successfully and safely into the

digital future.

Thank you for being with us on this journey.

Bob Zukis

DDN Founder and CEO

bob@digitaldirectors.network

www.digitaldirectors.network

Executive Summary

Evidence shows that effective digital, cybersecurity and systemic risk governance creates and protects

business value. Empirical evidence proves that significant positive business impacts and tangible business

results are created when there is a high-performing corporate board in place with the expertise to capably

govern the digital upside and protect against the downside. Negative impacts follow when this is absent.

Voluntary and mandatory standards are developing. Voluntary and mandated standards from regulators

that are specific to the role of the board in governing digital business systems are maturing and emerging.

Regulatory coercion is forcing the adoption of specific boardroom policies, processes and procedures that are

strengthening the role of directorship in the digital business system. Leading practices standards continue to

develop and mature.

Self-regulated board transformation remains the best path forward. The leading edge of digital and

cybersecurity governance is now being self-regulated into place. The number of boards and corporate

directors who are transforming one or more aspects of their governance systems continues to grow. While

self-regulation is slower than forced government mandate, these boardroom leaders recognize their

responsibility to shareholders and stakeholders and are taking action. Regulatory mandate also tends to lag

the reality of market risks.

Digital risk is rapidly changing, expanding, and is not sufÏciently understood. New risks continue to

emerge as a result of new technologies and the growing complexities of the complex digital business systems

that power companies. Corporate directors are learning about these weaknesses the hard way — because of

incidents at their company or high-profile companies like UnitedHealth Group and CrowdStrike. Technologies

like AI are creating new risks, and the understanding, identification and mitigation of systemic cyber risks like

the CrowdStrike incident is nascent and not keeping up. More large scale incidents are guaranteed.

Solutions exist, they are just not widely understood or distributed. We know how to fix the problem as it

is well understood by DDN and the leaders who are at the forefront of implementing processes that have been

proven to work to drive and protect business value. However, more leaders on both sides of the boardroom

table need to be proactive and willing agents of change and the pace needs to accelerate. Individual leadership

initiatives are slow and new stakeholders need to step-up including institutional investors and the corporate

leaders in IT and cybersecurity who have an ethical and moral responsibility to fix the problems that their

innovations have created, starting with strengthening boardroom leadership over these technologies.

created, but a business opportunity if they do.

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The Value of Digital, Cybersecurity

And Systemic Risk Governance

Albert Einstein has famously said that if he had

an hour to solve a problem, he’d spend 55

minutes thinking about the problem and 5

minutes thinking about the solution. The truth of

his statement reflects the reality that in order to

solve a problem, you first have to understand it.

Over the last eight years, DDN has worked

exclusively to understand the role of the

boardroom in shaping and securing the digital

future and the importance of strengthening

directorship as a control in optimizing the

potential of the digital future. Together with our

corporate, executive and boardroom members

we know how to solve this problem and what’s

at stake when we do, and don’t.

Based upon a growing body of evidence, we

know that strengthening the boardroom works

to create and protect the vast amounts of

business value derived from complex digital

business systems. That value drives economic

output and growth, i.e., revenue and profitability

and many different corporate value propositions.

And strengthening corporate governance

strengthens the whole digital business system to

create a resilient system that delivers and protects

investor and stakeholder interests.

The debate is also over on these benefits, but

denial is not. Boardroom leadership drives

significant positive business impacts, the

evidence supports this. The lack of boardroom

leadership does the opposite and the proof makes

almost daily headlines.

Our mission at DDN and DOMINO is to scale,

distribute and continue to advance these

solutions. By strengthening the boardroom as

a control in the complex digital business system

we enable boardroom leaders and management

teams to stop being literal hostages to their digital

business systems. Whether being held captive by

ransomware, a malicious attack, or even human

error, our mission is to set them free so that they

can focus on navigating their companies safely and

securely into the digital future.

Empirical evidence and research from MIT shows

that effective digital and cybersecurity governance

creates significant positive business impacts.

These benefits include higher revenue growth,

profitability, return on assets, and market

capitalization. The business impacts their research

identified when boards have a critical mass of true

digital capabilities and expertise included:

Their conclusion is that boardroom leadership

delivered by corporate directors with digital

expertise drives material business results.

Research from Virginia Tech during the SEC’s

comment period for their proposed cybersecurity

disclosure rules also gathered evidence of the

positive impact to cybersecurity risk when there

is director cybersecurity expertise on the board,

and the negative impacts when it is lacking. These

impacts included:

38% higher revenue growth.

34% higher market capitalization growth.

34% higher return on assets.

17% higher profit margins.

Lack of director cybersecurity expertise

leads to superficial check-the-box oversight.

Boards without cybersecurity expertise

rely too heavily on the CISO which can

create a circular oversight environment

that lacks independence or even encourages

CISO’s to water-down problematic issues.

Director cybersecurity expertise can

strengthen the effectiveness of the CISO

with the full board and the C-suite.

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The conclusion is that Boardroom leadership

delivered by corporate directors with cybersecurity

expertise creates and protects business value by

reducing cybersecurity and systemic risk.

Whether creating business value or protecting it,

the evidence shows the positive business impacts

that effective digital and cybersecurity governance

provides while reinforcing the board’s central role

as a control in the digital business system. From

digital value creation to cybersecurity risk mitigation,

this research along with DDN’s observations and the

experiences of our DDN members also support these

findings.

Boardroom leadership matters. Strengthening the

boardroom as a leadership control in the complex

digital business system strengthens all controls

— that is its superpower. Strengthening the

boardroom strengthens the entire control system. It

is the most powerful leverage point available to drive

digital innovation and cybersecurity resilience. It is

also a superpower that is readily available to every

board and a high ROI solution that can be efÏciently

and quickly implemented.

At DDN, together with our members, we know how to

solve this puzzle. Read on to learn how you can too.

The presence of director cybersecurity

expertise enables directors to provide

proactive, value-added oversight of

cyber-security risk that would not be

possible without it.

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