Working with a company’s Board of Directors can be intimidating and challenging, but it is also a great opportunity to develop a new skill set, gain exposure, and build relationships with seasoned professionals. Plus, it can create opportunities to one day join a board yourself.
We have assembled a dream team of public company board members for a complimentary, lively discussion. Two former Fortune 500 General Counsel now serving as Fortune 500 Board Members and the Chairperson of the Board for another Fortune 500 share their secrets to creating the greatest value for CEOs and the board. Also, learn how to win during the interview process when seeking a public company board seat.
In this GC AdvantageSM webinar, Kristin Campbell, BarkerGilmore Strategic Advisor and Coach and former Executive Vice President, General Counsel, and Chief ESG Officer of Hilton Worldwide Holdings Inc., is joined by Cindie Jamison and Laura Schumacher for unique perspectives on interacting with a company board in both the legal and non-legal space.
Learn even more from the Q&As presented during the webinar.
Attendees submitted questions to our distinguished panel, and their answers provide additional information and valuable insights.
Board Placement and Legal Executives
1. Are public company boards more open to placing legal executives (CLOs, GCs) on their boards? I’ve heard from various corporate directors that the GC background is not necessarily desirable.
The intelligent board wants many smart people around the table, focusing on diversity, including background, education, and titles/roles. Again, having a legal background does not mean a lawyer is being added to the board; instead, a high-level executive with experience in business strategy, risk management, crisis management, and leadership is what great GCs can bring to a board. This is increasingly being recognized.
2. How does one buck the bias against attorneys on company boards?
Bucking the bias involves how you present yourself — do not focus on legal risk in your interviews. Talk broadly and knowledgeably about the company’s strategy and aim your questions at board-level topics like management team culture and dynamics, CEO performance and succession, business challenges, and strategic options. Use these examples and extrapolate!
3. How does one navigate the relationship with the GC as a board member?
A board member should interface with the GC in the way they would/should with any C-suite executive. Use the GC for insight, clarity, and advice on appropriate legal questions and issues that involve board-related items. Respect the GC’s field of expertise and stay within it regarding what is being asked.
4. What can lawyers — GCs — do to help the board discharge its duties more effectively?
Provide timely updates on matters relevant to the company and within your expertise. Ensure that board materials are provided sufficiently before a meeting so that directors have enough time to review them.
Transitioning from Nonprofit to For-profit Boards
5. Any advice for getting on a nonprofit board?
Certainly! Find something you are passionate about and network with board members and leadership. Nonprofits are always looking for more funding (so you might be asked to participate in fundraising) and for people to raise their hands and volunteer for events or on-the-ground activities. Getting on the board may take some time, but you are giving back meaningfully.
6. What is the biggest challenge transitioning from nonprofit board work (both as a Board Secretary and as a community board member) to a for-profit board?
Nonprofit and for-profit board work are night and day — two very different roles in different situations. It’s less a “transition” and more starting from a fresh point. And typically, in for-profit searches, previous experience on nonprofit boards is not compelling. So, the most significant challenge would be to “market” previous nonprofit expertise relevant to the for-profit company. Some ideas include taking on leadership roles in the NP role and drawing correlations with strategic and other oversight responsibilities. The same goes with Board Secretary work; that alone is not likely compelling.
Private vs. Public Company Boards
7. Can you also discuss the private company board and how a first-time GC can create value on it?
Viewing this question as a GC who sits on a private company board (rather than as a GC of a private company), GCs on private boards can bring the same type of value as in a public board setting — strategic oversight, experience in risk management, crisis management, compliance, leadership, and operational excellence. It’s a great proving ground for board members because private companies don’t involve all the public company technical requirements, so any opportunity to get on a private board is good.
8. How have your experiences differed when working with boards of large, public companies versus those of pre-IPO, high-growth companies? How have you adapted your approach to engage with each type of board/business effectively?
An intelligent executive, smart GC, or competent person, in general, is sure to “know their audience” and read the room in each instance, and within the boundaries of integrity-based leadership, pivot their style based on the type of company, where the company is in its evolution, and who sits in management and on the board. I have experience with private and public boards and find them to have fewer differences than one might assume; private companies want the same caliber of board members as public ones, but it is correct to think that a private company can focus more on short-term performance.
Board Recruitment and Positioning
9. Most corporate boards recruit from the C-suite. With significant nonprofit board experience and years as a seasoned executive at a VP or AGC level, what tips or best approach would you recommend for marketing oneself to board recruiters?
It’s correct to say that the C-suite focus is primary in board recruiting, but it is not exclusive to the C-suite, mainly in high-demand areas. The highest-demand areas include cyber, AI tech, and digital marketing. If your legal career has allowed you to work in those areas, that is one avenue to getting on a board outside a C-suite role.
10. Do you have any thoughts on overcoming the notion that public company boards would only consider candidates with P&L ownership experience?
The demands on a board are far more encompassing than a review of the P&L. Developing skills and experiences that demonstrate strategic capabilities, understanding reputational and other risks, and having experience with transactions (e.g., licensing and M&A) are all helpful skills needed for board service.
11. Any advice for those who want to find a board seat and don’t figure into companies’ board diversity goals? Not a political comment on those goals, just asking for any advice on what can be a practical challenge for a would-be board director, especially when stacked on top of any resistance to recruiting lawyers.
Any individual seeking to be considered for a board position should consider their value proposition first. A well-rounded resume of experiences demonstrating strategic capabilities and an ability to analyze risk, experience with complex problem solving, and an understanding of board service is helpful.
12. Companies seek to fill diversity needs first, which drives selection criteria and processes. What are your thoughts?
The pendulum has swung back a bit on this. There was a mad dash to add diversity from COVID, so many boards made that the number one search criteria. To do so, many went a few levels down in the organization to find the diversity they sought (which in and of itself is telling. We have not prepared/educated enough diverse candidates to make it to the C-suite, where most board members are pulled from). These new board members have had a mixed success rate at best, so more searches now reflect a more balanced perspective.
Board Dynamics and Responsibilities
13. What do you like least about board service?
Sometimes, there can be “chemistry” challenges on a board. Maintaining a strong culture is essential because most boards are populated with highly successful, ambitious people. Board leadership needs to ensure that the board is working well with both management and each other.
14. How do you encourage directors to operate “nose in, fingers out”?
As a GC, that differs from your job and can be tricky, but as an active observer, you should tell the CEO that, in your opinion, the board is getting too much in the weeds or asking questions at too detailed a level to be appropriate. You can then advise the CEO to take that up with the Board Chair – their job (the Chair) is to lead the board and give direct feedback on appropriate participation. This involves influencing skills, not confrontation.
15. What advice do you have for board members trying to “fly at the right altitude” and differentiate between management and governance?
Flying at the right altitude boils down to “noses in, fingers out.” In other words, smell around, see if things make sense, seem logical, consistent, and healthy. Ask clarifying questions. Understand the decision-making process, but the board is not making any decisions. It is the management’s job to run the company, and it is the board’s role to probe and clarify as part of good governance.
16. Should aspiring board members be concerned about litigation risk/insurance coverage as a sitting member?
Yes, certainly! Regarding insurance, all reputable companies will have D&O insurance at levels meeting commercial norms, and the GC of the company can walk a potential director through the coverage. In my years, I’ve never seen this be an issue for an incoming board member. As for litigation risk, sometimes board members are invited to join (this would apply to many board members with legal backgrounds) due to litigation, a negative trend, or a compliance issue — the company may need some governance or compliance expertise on the board. This will be a facts and circumstances evaluation for any board candidate, so the key will be transparency and making sure the GC and even outside counsel, if needed, have walked a candidate through any significant litigation activity that could pose a risk to individual directors.
17. Can you talk about whether, in your experience, the GC has attended executive sessions of the board and/or committees?
Unless there is a specific issue (of a legal nature) that requires advice from the GC, most GCs will not attend board executive sessions. Those sessions are designed to be private. Any issues or questions from them are quickly followed up after the meeting.
18. Do you find it easier to be a board member on a board where the Chair is also the CEO, or do you see the dynamic better when the Chair and CEO are different people?
I prefer the two roles to be kept separate. When the CEO acts as Chair, it usually gets a tiny percentage of their time as the focus naturally goes to running the business and all that entails. These are also very different skill sets. For example, as Chair, you are “first among equals,” facilitating process and consensus. As CEO, you lead the organization from the top of the hierarchy, which is a very different form of leadership.
Cybersecurity and Specialized Skills
19. Do you have any suggestions for cybersecurity attorneys seeking board positions? These positions are often not open or well-known to the public.
Any individual seeking to be considered for a board position should first consider what value proposition they will bring. They should understand what board service entails and seek opportunities to engage with the board at scheduled meetings.
If you are an outside counsel, I would explore the NACD and other organizations that provide board education and consider talking with an external search firm.
20. When you discuss reputational harm to the company, how do you put a financial component to that risk and drive consistency in how reputational risk is valued/balanced consistently over time?
Many reputational risks are not translated directly into financial metrics. Depending on the specific facts and circumstances, they could translate to employee morale, recruiting, stock price impacts, etc. The best way to manage reputational risks is to ensure open communication between management and the board when identifying the risks and discussing possible alternative courses of action.
Ensuring a robust crisis management plan within the company to deal with potential risks (including when and how to communicate with the board and the public) is also paramount.
Board Service Preparation and Transition
21. What is the NACD certification?
The NACD certification is a test involving a study guide and a proctored exam. The exam has a multiple-choice section of about 100 questions, followed by a case study where you are taken through real-life board scenarios and asked to respond to questions as the case unfolds. It is nascent, but it is evolving to become like a CPA or medical license that telegraphs that you’ve studied effectively and not your subject matter (in this case, governance).
22. What bridging actions do you recommend for someone leveraging paid advisory board experience to transition into board roles?
Like anything else, this is all about networking. Start by telling the company where you are an advisor and that you would be interested if a seat opens. Also, ask them to recommend you if they become aware of other companies looking for new members. It will depend on your area of expertise. If you advise on a particularly narrow, specialized topic, it will be challenging to bridge that to a board seat without additional areas of contribution.
23. Do you recommend joining advisory boards for smaller private organizations to build experience before joining a board of directors at a larger company?
Advisory boards play a very different role, usually more operationally focused and narrow in scope. Many people on advisory boards bring specific skill sets that may or may not translate to broader board topics. Additionally, many larger companies, when they look to fill Board seats, hire a search firm — and search firms do not typically use advisory board panels as sources for board candidates.
24. How do you know when to leave a board?
Most boards have some form of service limitation, such as mandatory retirement age and/or years of service. However, if neither of those is applicable, one should consider leaving when they believe that they are not well aligned with the company and/or company strategy or do not have the time or energy to devote to the demands of board service.
Kristin Campbell, Laura Schumacher, and our team of professionals are happy to help accelerate the initiatives that you’re already pursuing or to supplement your current strategic thinking to help you realize your vision. Please reach out if you or your organization may benefit from our recruiting, leadership development and coaching, or legal and compliance department consulting services. Let BarkerGilmore help you build and optimize your legal and compliance departments.
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