On Boards Podcast
A company’s Board of Directors or Advisors often has a pivotal role in the success or failure of a business, whether a company or organization lives or dies - - and whether the people who have invested time, money and emotional capital will succeed. On Boards Podcast: A Deep Dive at Driving Business Success, is about everything related to Boards of Directors and Boards of Advisors. Twice a month, in 30 minutes, hear and learn about all aspects of boards and business governance. In each episode co-hosts Raza Shaikh and Joe Ayoub interview a guest who has experience with boards - as a board member, a CEO, an investor or an advisor, among other roles, for a conversation on a wide range of topics including: What makes great boards great? What makes a board unsuccessful? How to be a good board member? How to make your board one of the most valuable assets of your company. They discuss public, private, non-profit and start-ups (which they believe is its own category) boards - the work they do, the impact they have and their potential to be profoundly impactful on the organization they serve. On Boards Podcast is for anyone who is a board member, would like serve on a board, is an owner of a business, a member of a non-profit organization, an investor in a business or is interested in Board of Directors or Boards of Advisors or business governance.
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83. Matching Board Members with Public Company Boards with Suzanne Brown
05/20/2025
83. Matching Board Members with Public Company Boards with Suzanne Brown
In this episode of On Boards, hosts Joe Ayoub and Raza Shaik welcome Suzanne Brown, Director of New York Stock Exchange Board Services. She shares her unique career journey from law and the nonprofit world to board placement leadership at the New York Stock Exchange. Suzanne unpacks how NYSE Board Services was created to bridge the gap between talented board-ready individuals and the NYSE companies that need them. Suzanne also explains their unique “CEO-vetted” approach, the powerful influence of the NYSE brand, and the structural components that make their board placement program effective and trusted. Suzanne leads an extensive network of over 1,000 CEO-vetted candidates. The service averages 2 board searches a week for NYSE listed companies and since 2019 has helped place 50+ professionals on corporate boards. Key takeaways 1. NYSE Board Services background NYSE Board Services was created in response to an obvious but under-addressed problem: many qualified candidates were being overlooked for board roles due to lack of network access, not lack of ability. The service is free for NYSE listed companies. Every candidate that enters the NYSE Board Services network has been vetted by the CEO of a listed company, who personally nominated them. The Board Exchange connects C-suite professionals with board opportunities, focusing on readiness, visibility, and long-term support. The program is made of 3 C’s: Council, Candidates and Companies. The council is made up of a group of 24 prominent NYSE CEOs, the program has over 1,100 candidates and there are 2,400 companies with which the NYSE has built longstanding relationships. 2. Education is core to board readiness Suzanne explains that many of the candidates are first time board members. The NYSE Board Services team personally onboards each candidate and helps them prepare their profile and present their background, skill set and industry focus. Candidates are also offered education through webinars and panels on topics such as global trends, governance, board culture, etc. All services are free of charge. 3. Board tenure is rising, CEO tenure is shrinking The average tenure for a board member has increased from 8 to 10 years and continues to increase while the turnover rate for CEOs has gone down to 4.8 years as of last year, the lowest ever. The board holds the continuity, but Suzanne encourages startup and pre-IPO companies to proactively set board term limits and retirement ages. This removes the need for awkward conversations years later and helps institutionalize clear expectations for rotation and rejuvenation. 4. Future of NYSE Board Services Suzanne’s vision for the program is that every nom/gov of an NYSE-listed company will reach out to NYSE Board Services to refresh their board because the service is high-quality, high touch and successful. Quotes “Our defining feature, our secret sauce, is that any candidate in our network has to be CEO vetted, and that means that a CEO of a listed company just has to personally vouch and stand for that person.” “We're a trusted resource. It's a natural extension for listed companies to look to us.” “Part of what we do is make sure that our candidates… are aware of trends and understand what it's like to be in the boardroom, which is a unique culture.” Links Guest Bio Suzanne Brown is the Director of NYSE Board Services, an exclusive resource dedicated to connecting highly qualified board candidates with NYSE-listed companies. She partners closely with CEOs and Board Directors to enhance governance practices and strengthen board leadership. Suzanne leads an extensive network of over 1,000 CEO-vetted candidates, facilitating strategic matches between talented individuals and companies in need of fresh board perspectives. Since 2019, NYSE Board Services has successfully placed 50+ professionals on corporate boards. A Phi Beta Kappa graduate, Suzanne, earned a B.A. in History from the University of Vermont and a J.D. from Cornell Law School
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82. Reimagining AI Board Intelligence with Raffaela Rein
05/07/2025
82. Reimagining AI Board Intelligence with Raffaela Rein
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Raffaela Rein, a seasoned entrepreneur and board member with expertise in frontier technology and innovation-driven leadership. Raffaela began her career as an analyst at BlackRock, and launched three companies for the world's largest incubator, Rocket Internet, across China, Australia, and Taiwan before becoming an entrepreneur. She serves on multiple corporate and private equity-backed boards, including Porsche, Mutares and International University IU. As the founder of WildWildVentures and CareerFoundry, she has scaled startups to 120-plus employees and advised many venture-backed businesses. Raffaela serves as a board member for the German startup Verband, where she helps improve legislation for startups. Raffaela was named one of Forbes top women in tech, and she is among Europe's most influential women in startups and venture capital. She has built a career at the forefront of business reinvention. Raffaela discusses her entrepreneurial journey as founder of BoardLens a new AI tool she is developing and how it will transform the future of board meetings and excellence in board members. Key Takeaways 1. Board effectiveness Only 30% CEOs rate their boards as effective. With an expectation that board members come to meetings well prepared, Rein recognizes that board members are tasked with consuming hundreds, and often thousands, of pages of information in preparation for meetings. It is an almost impossible task to complete a thorough review especially if you are if you have a full time job. In Germany, it’s common for board members to hire consultants or a ‘chief of staff’ that will help them with their board responsibilities. Raffaela is creating a tool that will serve a similar role for board members worldwide. 2. How BoardLens can transform board meetings Raffaela anticipates launching BoardLens in mid-2025. It is an AI driven tool that is built to aid board members with meeting preparation, research, executive summaries, questions and risk analysis. It is meant to support board members while enabling members to fulfill their fiduciary duties and make a meaningful contribution in board meetings. Raffaela likens BoardLens to hiring a personal Goldman Sachs analyst. It is trained with proprietary data and that will enable it to act, think and analyze like a board director. 3. Human edge is still crucial While AI can process vast data and respond quickly, human directors can provide intuition, pattern recognition, and emotional intelligence—skills developed through lived experience that are essential in nuanced decision-making. As technology advances, AI is bound to replace some human roles but to maintain the balance between AI and humans, Rein suggests thinking about how people are able to provide a unique and individual perspective to issues on a board’s agenda. 4. Privacy and confidentiality concerns Uploading board packets into non-enterprise AI tools can be a confidentiality risk. BoardLens, however, will be trained to only read one organization’s board materials and will not cross share data. Rein explains that the company's IT department will be able to access the software’s security suite. Quotes ”Here in Germany we have this system that you can get a consultant or chief of staff who actually helps you, not just with your preparation, but also with thinking things through deeply, doing deep market research, basically doing weeks and weeks of work to help you prepare for a board meeting.” “I don't like the word 'Copilot' for BoardLens because it feels too passive. I like the word “analyst” because if you think of a Goldman analyst, they will do their best to really make you shine and to prepare you, so you should think of it as an analyst that fights for you.” ”The breadth of expertise and the breadth of knowhow you need to have and need to gain very rapidly as a director these days is significant and has accelerated dramatically in the last five years.” Links Raffaela Rein Bio Raffaela Rein is a seasoned entrepreneur and board member with expertise in frontier technologies and innovation-driven leadership. She serves on multiple corporate and private equity-backed boards, including Porsche, Mutares, and the International University IU. As the founder of WildWildVentures and CareerFoundry, she has scaled startups to 120+ employees and advised venture-backed businesses. Named one of Forbes’ Top Women in Tech, Capital’s 40 Under 40, and among Europe’s most influential women in startups and VC, Raffaela has built a career at the forefront of business reinvention and innovation driven leadership. She began her career at BlackRock and launched three companies for Rocket Internet across China, Australia, and Taiwan before becoming an entrepreneur.
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81. Building a High-Performing Board with Lynn Clarke
04/28/2025
81. Building a High-Performing Board with Lynn Clarke
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Lynn Clarke, an experienced leader in family board governance who has served on more than a dozen family and private equity-backed boards including as an independent chair and lead director. Lynn is also a strategic advisor and mentor and has served on boards spanning from beverage and food services to e-commerce and manufacturing. Lynn has mentored next generation board members and leaders throughout her career and was named the Private Company Director of the Year by National Association of Corporate Directors in 2022. She also serves as one of three judges for Deloitte’s best managed private company awards program. Key Takeaways 1. Interviewing for a board role With years of experience serving on boards, Lynn advises aspiring board members to carry a passion for the business, its products and what the company does. It’s important to understand why you want to serve on a board, what value you add and what new perspectives you believe you will bring. She advises to make these points clear when you are interviewing for a board seat. 2. New boards vs. existing boards Newly formed boards offer a unique opportunity to build the culture, rhythm, and structure of governance from the ground up, but its success is dependent on the principal shareholder(s), who will define the culture of the board and company. Shareholders set the tone. 3. Knowing when it’s time to leave a board or offboard a member Having the self-awareness is key to knowing when it’s time to leave. Lynn suggests asking yourself, “am I still a good fit?” and “do I like what I'm doing on this board?”, “Am I enjoying the discussions at the board meeting?”, “Do I feel as though I am contributing to the growth of the company?” If the answers are no, maybe you need to consider stepping out. Offboarding a member is one of the challenging aspects of board governance, especially in close-knit or long-tenured groups. It requires direct but respectful conversations from the lead director, board chair, or governance chair. Whether a board member is being asked to leave due to performance issues or company changes, Lynn recommends treating it like a celebration and acknowledgement of the person’s service on the board, almost like a retirement. 4. Board evaluations make it easier to provide ongoing feedback Even private and early-stage boards benefit from formal assessments. Annual board effectiveness and peer evaluations help surface underlying issues in board dynamics and performance. Peer evaluations can be sensitive for company boards, so Lynn suggests introducing different types of evaluations in parts. Quotes “ABARTA Coca-Cola was one of the first family-owned businesses I know to really think about independent governance. There were a majority of independent directors on a board, had a high quality strategic plan that is really a living, breathing document and a good family council or an ownership council. Those are the three things that take a business from Gen 1 or 2 into 3, 4, 5, 6, and beyond.” ”I take my commitments to the companies and the families that I work with 100% seriously the same way that I did in running a company or working for a Fortune 50. When you join a board, you are committed to that organization. You're a fiduciary. Why would you do this unless you really wanted to help make an impact, and the only way you can make an impact is to take what you do seriously.” ”The first thing you need to think about when you've been approached about joining a board: can I really make a contribution? I also think passion for the business is really important, passion for the product, the service and what the company does is really important.” “ It's important when you're on a newly formed board to think about what you know from boards that have been around for a while, and how you apply those learnings to help support the formation and the development of the new board.” “Do I enjoy the conversations? Am I feeling like it’s a good fit?” And no matter how many years you’ve been on the board “do you like what you’re doing?" Links Guest Bio Lynn has extensive experience in family board governance, having served on more than a dozen family and PE boards as Independent Chair/Lead/Director. She also is a Strategic Advisor & Mentor to Family Board Chairs for Vitamix and for a Coca-Cola Bottler. And Lynn has mentored next generation board members & leaders. Her industry experience spans CPG, beverage, food, food service, e-commerce, digital, retail, manufacturing,and supply. She currently serves as an Independent Director on several boards, including Vollrath Manufacturing, Just Born (the PEEPS company), Basic American Foods and Kalsec Global Flavors. As an executive at PepsiCo, Lynn gained expertise in corporate strategy, operations, manufacturing, brand strategy, marketing and sales. She was named The Private Company Director of the Year by the National Association of Corporate Directors in 2022. Lynn also serves as one of three judges for Deloitte’s Best Managed Private Company program and frequently speaks and writes on effective family business governance.
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80. Mastering Robert’s Rules of Orders with Susan Leahy
04/08/2025
80. Mastering Robert’s Rules of Orders with Susan Leahy
In this episode hosts Joe Ayoub and Raza Shaikh welcome Susan Leahy, the founder of Robert’s Rules Made Simple. Susan has trained and advised thousands of board members, board chairs and others on how to master Robert’s Rules of Order, to help lead and participate in productive meetings. Key Takeaways 1. History of Robert’s Rules of Order Robert’s Rules of Order is a decision making process developed in the 1800s by General Henry M. Robert, who was frustrated by disorganized meetings. Roberts created a guide, first published in 1876, which summarized and simplify parliamentary procedure to make understanding how to run an effective meeting accessible to everyone. It has, over the years, evolved into a detailed 700-page reference guide. 2. Susan’s journey to Robert’s Rules Leahy was first introduced to Robert’s Rules when she and her mother enrolled into a local junior college course to learn about how to run an effective meeting. At that time, Leahy’s mother served on an all-male city council board and found that during the meetings, discussions and decisions weren’t clear. Understanding Robert’s Rules gave her mother confidence in the meetings and she was able to find her voice and she was able to be of service “ and she was able to find her voice and she was able to be of service.” Susan began using Robert’s Rules in high school and at college in connection with student government and became known for running effective meetings 3. The value of effective board meetings Robert's Rules of Order increases the likelihood that meetings will be productive. At its core, the Rules are about promoting clarity and action. By following the Seven Fundamental Motions of Robert’s Rules meetings become more productive Robert’s Rules is only used to handle the business of meetings, not the entire meeting. Once board members learn the basics, then the board's productivity increases exponentially. Robert’s Rules are intended to provide everyone in the boardroom with a “common language” to help foster productive discussion and decision-making regarding the business of an organization. 4. The role of a parliamentarian in board meetings A parliamentarian is a resource for the chair, ensuring meetings stay on track. The chair ultimately makes the final decision but can consult with the parliamentarian whenever needed. Quotes ”When you are on a board, you're either handling information items or business items, and when it comes to the business of a board, everyone on that board needs to understand the decision making process they're using in order to be productive and drive action.” ”You do not need to be a parliamentarian to use Robert's Rules of Order. It is a reference guide there to support you in making business decisions. That's important because if people do not have a common understanding about how you're making business decisions, it's can create tension, mistrust, frustration - and it's going to waste a lot of time” ”What we do is put an emphasis on providing training that's going to make us more high functioning. How are we going to not just get it “right” how are we going to be healthy? And that's why I focus on healthy board dynamics and using Robert's Rules of Order as a tool to leverage a healthier dynamic on your board.” Links Guest Bio Susan Leahy, MA CSP, is a dynamic and highly engaging speaker, trainer, and facilitator specializing in board development, leadership, and effective meetings. As the founder of Robert’s Rules Made Simple, established in 2004, Susan has empowered thousands of board members, board chairs, and support staff to master Robert’s Rules of Order, transforming meetings into productive, efficient, and empowering experiences. A sought-after expert in communication, leadership, and group decision-making, Susan has worked with organizations of all sizes—from nonprofits to Fortune 500 companies and government entities. She is the creator of the acclaimed "Chair a Meeting with Confidence" program, designed to help board chairs lead with clarity, authority, and ease. With a Master’s degree in Applied Behavioral Sciences from Bastyr University, Susan combines deep expertise with a refreshingly engaging approach. Her unique background—being raised by a professional clown and a career Marine—shapes her signature style: energetic, impactful, and highly memorable. She has a rare talent for making even the most complex or dry topics both accessible and engaging, leaving her audiences empowered and inspired.
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79. Enhancing Board Composition and Strategies for Board Leadership
03/24/2025
79. Enhancing Board Composition and Strategies for Board Leadership
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Tom Rosedale, a partner at the law firm of Nutter McClennen & Fish. Tom serves as chair of the firm’s Corporate and Transactions Department and is a member its Executive Committee. Tom has 27+ years of experience as a corporate attorney and regularly advises public and private company boards of directors in tech, life sciences and more. He has also served on the board of directors of multiple companies including Caring Cross, Vector BioMed, and AMD Global Telemedicine. The discussion with Tom underscores how evaluation processes can enhance accountability and productivity and address underperforming board members in a constructive manner. Key Takeaways Introduction of a board evaluation process Tom discusses a company with a board of directors with strong members but with members who were distracted, unengaged and unprepared in meetings. A new lead director pushed for change and asked Tom to work with him to develop and implement a peer evaluation process. The evaluation process was very well received, it included rankings of each board member, written feedback and questions on the functionality of committees. It had major impact on the function of the board and, ultimately, board composition. 2. Addressing board member underperformance Boards should apply some form of structured evaluation to regularly address performance issues and avoid abrupt dismissals. 3. Encouraging board diversity to improve strategic oversight A board composition that includes a diversity of perspectives whether by age, background, expertise or otherwise improves strategic oversight and innovation. Adding new members to the board as the company grows, changes, faces new challenges brings in different perspectives and approaches that will allow the board to perform at a high level. 4. Board and shareholders impact on executive compensation Company executives used to receive compensation in the form of stock options but now many corporations are issuing stock, RSUs and guaranteed bonuses. Compensation amounts have increased exponentially over the last few decades, even though there is an increased focus on it. When it comes to executive compensation, board members need to remember that their role is to represent shareholders and to make the right decisions on behalf of the company. Quotes "The evaluation process works well when there’s a culture of accountability and no surprises." "Ultimately, board members must prioritize representing shareholders and making decisions in their best interests." “ If shareholders feel that a board is approving compensation or not holding people accountable for poor performance, then shareholders should vote for other board candidates.” “The best functioning boards are the boards that don't stagnate. It's boards that don't have all 65-year-old guys who come from the same industry.” Guest Bio Tom Rosedale chairs Nutter McClennen & Fish’s Corporate and Transactions Department and is a member of the firm’s Executive Committee. He primarily advises clients on public and private company securities law matters including public offerings, ATM transactions, registered direct offerings and equity lines of credit (ELOCs)), mergers and acquisitions (public and private), venture capital transactions, and general corporate matters. Tom also represents family offices with their many diverse legal needs. He regularly advises public and private company boards of directors and clients on executive employment matters and incentive compensation arrangements. Tom also serves as outside general counsel to clients in various industries. Prior to joining Nutter, Tom founded and served as the managing member of a boutique corporate law firm for 19 years. Before that, he served as Associate General Counsel of CMGI, Inc. and Vice President and General Counsel of AltaVista Company. Tom founded and co-founded several companies, including Corporate Filing Solutions (sold to Northwest Registered Agents), PackageFox (sold to Lojistic), Newfound Research, and Top Shelf Dog. He has served on the board of directors of multiple companies, including Caring Cross Inc., Vector BioMed, AMD Global Telemedicine (sold to Unidoc), Top Shelf Dog, Red Systems (dba Delegated.com and sold to Zirtual), and Newfound Research.
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78. AI in the Boardroom with Andrew Sutton
03/05/2025
78. AI in the Boardroom with Andrew Sutton
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Andrew Sutton, an attorney with the law firm McLane Middleton and an expert on AI ethics and the use of AI in law. As a founding member of his firm’s AI practice group, Sutton brings his knowledge of AI to this discussion of the ethical, legal and governance aspects of AI. As AI continues to gain prominence, boards will have to consider how they can incorporate AI into companies and in the boardroom. Our discussion dives into the management of AI, implementation strategies and how to develop trust in the AI system. Key Takeaways 1. Andrew Sutton’s background in AI From building computers to founding an artificial intelligence group at McLane Middleton, Andrew has always been a tech enthusiast. His work spans a variety of areas, including cybersecurity, privacy, and AI’s role in corporate strategy. 2. AI in the boardroom Andrew emphasizes the importance of boards addressing AI proactively as technology continues to evolve. Companies must be prepared to discuss the implications of AI implementation at the highest levels, especially given the growing expectations from stakeholders. AI is already embedded in everyday tools, cell phones and Internet browsers to name a coup-le of obvious places, but boards must become much more intentional in how they use generative AI. 3. AI governance and organizational structure A “top down approach” is key when it comes to AI governance. Boards should be collaborating closely with technology teams, consultants and managers to create clear policies and strategies for AI. Governance will require the coordination between various departments and committees to cover risk, business and IT. Some companies are appointing Chief AI Officers to drive implementation. 4. Building trust in AI implementation Companies need to create a robust structure with an AI model limited to company data and a person confirming the accuracy of the system’s outputs AI models need to be well-maintained and frequently tested to ensure there are no biases or hallucinations. Quotes “Taking that first step really needs to happen now, and that should be the emphasis for every board because I believe that the shareholders are expecting that the boards are going to be on top of this.” “ AI is different because it changes the way that people work. It changes how human capital is deployed by adding a degree of automation into processes that were otherwise knowledge and education based and human decision oriented.” “If you're not moving forward with this, you risk being left behind. It is transformative in a way where in 5 or 10 years you might not be a relevant player…” “An important part is having a robust structure in place that allows you to trust the AI… If you know that your data is good and your AI is limited to your data, and your model is tested and regularly maintained, then you can have confidence that what’s coming out of the AI is probably accurate.” Guest Bio Andrew Sutton is a founding member of McLane Middleton’s Artificial Intelligence Practice Group with work experience that includes Artificial Intelligence policy and ethics, the use of Artificial Intelligence applications by employees; acceptable use policies, Artificial Intelligence deployment/strategy, Artificial Intelligence application assessments, consumer protection concerns, robotics and the deployment of Artificial Intelligence technologies in the physical world. Andrew’s experience also includes cyber security, privacy and corporate work including complex transactional and real estate issues. Andrew is a co-author of AI and Ethics: A Lawyer’s Professional Obligations which is included in the American Bar Association’s publication Artificial Intelligence: Legal Issues, Policy, and Practical Strategies published in 2024. He is a founding appointee to the Massachusetts Bar Associations Artificial Intelligence Practice Group and a member of the Boston Bar Associations Senior Associates Executive Steering Committee. Andrew regularly presents to local and national audiences regarding matters involving the ethical use of artificial intelligence and the use of artificial intelligence in connection with the practice of law. Links
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77. The Win-Win Workplace: How Thriving Employees Drive Bottom-Line Success
02/17/2025
77. The Win-Win Workplace: How Thriving Employees Drive Bottom-Line Success
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Dr. Angela Jackson, founder of Future Forward Strategies, an award-winning social entrepreneur, a global C-Suite executive, and an experienced board member. She discusses the board's role in holding leadership accountable for “people strategies” and ensuring companies remain competitive in a rapidly evolving business environment. Her new book “The Win-Win Workplace: How Thriving Employees Drive Bottom-Line Success” will be published on March 11, 2025 and will be available from all major book retailers. Key Takeaways 1. Workforce Wellbeing as a Strategy: ○ Dr. Jackson emphasizes the importance of viewing employee wellbeing as a core business strategy rather than just a set of HR policies, noting that companies with high employee wellbeing see 23% higher profitability and 43% lower turnover. 2. Board Oversight and Accountability: ○ Boards should regularly evaluate metrics such as employee engagement, retention rates, and turnover costs, and tie executive compensation to key people-related outcomes. 3. The Role of Inclusion and Investing in Employees: ○ Despite changes in external policies, companies should maintain their commitment to inclusion to foster trust, reduce risk and drive business outcomes ○ Staying proactive on workforce sentiment helps companies respond to potential risks before they escalate. 4. Grow Your Own Deep Talent Bench Strategy: ○ Developing internal talent pipelines reduces turnover by 40%, increases employee engagement by 20%, and builds a more resilient organization. Companies prioritizing internal mobility fill 63% of open roles internally and are 2.2x more likely to outperform competitors. 5. Mitigating Workforce-Related Risks: ○ Dr. Jackson highlights how companies can reduce legal risks and avoid reputational damage by staying consistent with core values and policies. Quotes “At its core, DEI was about creating workspaces where people could actually show up, be their best selves, and contribute. I’m not going to die on the sword of an acronym, but we must maintain that spirit.” “Keeping our finger on the pulse of employee sentiment is going to be more important than ever. When there’s uncertainty at the highest levels in the country, that trickles down to the day to day.” “Win-Win Workplace strategies protect companies from workforce instability, reputational damage, and labor crises in a tight labor market.” “When employees love where they work and what they do, they tell everyone. They are our first customers if you’re doing it the right way.” Guest Bio Dr. Angela Jackson is the founder of Future Forward Strategies, a labor market intelligence, design thinking, and strategy firm that helps leaders transform organizations and develop the human capital infrastructure essential for maintaining competitiveness while driving positive impact. With a focus on public, private, and non-profit sectors, Dr. Jackson’s work centers on creating innovative solutions for the future of work. As a lecturer at the Harvard Graduate School of Education, Dr. Jackson teaches the next generation of students about entrepreneurship in the education marketplace. She was also the architect of the Future of Work Grand Challenge, a groundbreaking initiative designed to rapidly re-skill 25,000 displaced workers into living-wage jobs within 24 months. Dr. Jackson’s expertise lies in crafting a future of work that is inclusive and sustainable. She has shared her insights at prominent conferences such as TEDx, Concordia Summit, Techonomy, ASU + GSV, the U.S. Chamber of Commerce Digital Empowers National Summit, and Black Women Talk Tech. Her work and thought leadership have been featured in outlets including CNN, Stanford Social Innovation Review, Quartz, Harvard Business Review, and more. Links Win-Win Workplace:
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76. Unlocking the value of Risk Governance and the DCRO Qualified Risk Director Program
12/16/2024
76. Unlocking the value of Risk Governance and the DCRO Qualified Risk Director Program
In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Lucie Claire Vincent, a global leader in consumer products and an independent board director, to discuss the vital role of risk governance in board effectiveness. Lucie Claire shares insights from her distinguished career at Fortune 100 companies, her experience as an independent director, and her work with the Directors and Chief Risk Officers Institute (DCRO). Lucie Claire also delves into the importance of earning the Qualified Risk Director (QRD) designation and the impact it has on boardroom discussions and decision-making. With her rich international experience and expertise in risk governance, she offers actionable insights for board members and aspiring directors on navigating the complexities of modern board oversight. Key Takeaways The Importance of Risk Governance in the Boardroom: Lucie Claire emphasizes the board’s role in overseeing risk, particularly in a fast-changing environment where issues like AI, cybersecurity, and enterprise risk management dominate the agenda. Positive risk governance can shift perspectives from mere risk avoidance to value creation. DCRO’s Educational Programs: DCRO’s Certificates in Risk Governance and Cyber Risk Governance provide comprehensive, globally recognized training for directors and executives. These programs combine in-depth content, business case analysis, and cohort-based learning to enhance participants' ability to manage and oversee risk effectively. Earning the Qualified Risk Director (QRD) Designation: Achieving the QRD requires a rigorous self-assessment, relevant professional experience, and references, positioning individuals as experts in risk governance. Lucie Claire describes the designation as akin to being a “qualified financial expert” for risk, making QRD holders valuable assets to boards. Bringing Value to the Boardroom: Lucie Claire’s certification has enhanced her ability to guide discussions on innovation, stakeholder engagement, and strategic planning with a risk-positive mindset. Her contributions have been particularly relevant in her role with technology and B2B organizations. Who Should Pursue Risk Governance Credentials? Current and aspiring board members, as well as senior executives, can benefit from these programs to build resilience, value, and trust within their organizations. Networking and Continued Learning: DCRO fosters a global community of risk professionals through events, newsletters, and case studies, providing ongoing learning opportunities for its members. Quotes "The concept of positive governance in risk-taking changes how you see risk. It’s about value creation and having a more strategic, long-term view of the business." "The diversity of industries, thought, and verticals in my DCRO cohort enriched the conversations. It’s fascinating to see how risks are addressed differently across sectors." "Most boards still place the risk component within the audit committee, but as risk becomes more complex, there’s a growing need for separate risk committees." Guest Bio Lucie Claire Vincent is an accomplished leader in global consumer products, having held senior roles at Colgate Palmolive and Philip Morris International. She serves on the board of Toluna, advises startups in consumer technology, and is an adjunct professor at NYU’s School of Professional Studies. A lifelong learner, Lucie Claire holds multiple governance certifications, including a Qualified Risk Director designation from the DCRO Institute. Resources and links DCRO Institute: Women Execs on Boards:
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75. Marc Schneider on Empowering Entrepreneurs and Building Mission-Driven Companies
12/02/2024
75. Marc Schneider on Empowering Entrepreneurs and Building Mission-Driven Companies
Episode Summary In this episode of On Boards, Joe and Raza welcome Marc Schneider, an accomplished e-commerce and fintech executive with decades of experience building and scaling mission-driven companies. Marc shares his entrepreneurial journey, including his tenure as co-founder and CEO of Zebit, a transformative e-commerce and fintech platform, and his current role as an Operating Venture Partner at Ulu Ventures. The discussion dives into governance challenges in venture-backed startups, the evolution of boards from early-stage to IPO, and how founders can effectively leverage board expertise. Marc also discusses Ulu Ventures' commitment to supporting diverse entrepreneurs and shares insights into his innovative role as an “active” board observer and mentor to founders. Key Topics Discussed 1. Marc Schneider’s Career Journey Background and Passion for Mission-Driven Companies: Marc’s journey began with his personal experience of financial hardship, which inspired his work at Zebit to provide credit-impaired consumers with fair access to products without interest or penalties. Key Roles: From managing customer service operations at ProFlowers to leading Zulily and founding Zebit, Marc’s career has been defined by innovation and scaling impactful businesses. 2. Zebit’s Business Model and Mission Zebit’s Unique Value Proposition: Providing underserved consumers with fair, interest-free payment options for e-commerce purchases. Challenges: Operating efficiently without typical revenue streams like interest or penalties, while predicting customer payment behavior with data-driven models. IPO Journey: Zebit went public on the Australian Stock Exchange (ASX) to access liquidity, even though the process posed significant challenges, including valuation issues and market unfamiliarity with its business model. 3. Board Governance in Startups Evolution of Boards: Marc discusses the progression of boards through funding stages, from limited investor involvement in early rounds to more structured and diverse boards in public companies. Lessons for Founders: Understand the dual role of investors as board members and stakeholders. Take an active role in shaping board dynamics and agendas. Prioritize chemistry and diverse perspectives in board composition. 4. Ulu Ventures and Supporting Diverse Entrepreneurs Ulu Ventures’ Mission: Backing women, minority, and diverse entrepreneurial teams using decision analytics to assess investments. “Active” Board Observer: Marc’s role involves mentoring founders, facilitating board discussions, and bridging gaps between management and governance. 5. Lessons Learned and Giving Back Persistence and Adaptability: Marc’s reflections on navigating challenges, from startup struggles to delisting Zebit, emphasize resilience. Mentorship and Legacy: By supporting young entrepreneurs, Marc hopes to inspire a cycle of giving back within the startup ecosystem.
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74. Navigating Board Stages of Startup Boards: Insights from Chris Cuddy, Board Chair of ezCater
11/17/2024
74. Navigating Board Stages of Startup Boards: Insights from Chris Cuddy, Board Chair of ezCater
In this episode of On Boards, Chris Cuddy, a seasoned executive and board leader with over 25 years of experience growing technology-enabled companies in both the private and public sectors shares invaluable insights into the evolution of a company’s board as it progresses through different growth stages. He discusses how the board’s role shifts over time from hands-on support to formal governance. His unique perspective is informed by his extensive career, including key roles in companies like Cheapflights, Engage, and ezCater, as well as his background in consulting, investment, and board leadership. Key Topics Discussed: Stages of Board Evolution in Startups Seed Stage: Founders are often the primary board members, with activities blurred between governance and management. Chris recalls the “early days” of ezCater, likening the stage to “two founders and a PowerPoint.” Startup Stage: Boards begin to focus on defining product-market fit and may introduce angel investors. Chris describes his hands-on involvement with ezCater at this stage, from customer calls to financial planning. Growth Stage: The board’s role formalizes with the introduction of venture capital. The addition of independent board members and committees becomes essential in order to scale. Chris shares how ezCater’s board evolved to support rapid expansion across the U.S. Maturity Stage: The board is now primarily focused on governance, with a clear distinction between board and management roles. Chris reflects on how the board transitions into “maintenance mode.” Renewal or Decline: Boards help strategize paths to either reinvigorate or prepare for acquisition. Chris recounts his experience with Engage, navigating challenges during the tech bubble burst. Key Traits of a Functional Board Selecting board members with domain expertise, cultural fit, and a shared commitment to supporting the company. Chris discusses the importance of a highly functional board in advancing a company’s mission and creating stability. The Role of the Board Chair Chris highlights the importance of the board chair as a bridge between the founders and board members, ensuring transparent communication and balanced input. He shares insights on the unusual longevity of his role as ezCater’s board chair, attributing it to his ability to adapt as the board and company evolved. Unique Challenges and Responsibilities in Early-Stage Boards Chris describes the blurred line between governance and management in the initial stages, emphasizing that board members may often act as extensions of the executive team, especially in strategic, operational, and fundraising efforts. Building the Board with Intentionality Chris emphasizes the importance of selecting investors who bring value beyond capital, often influencing the board’s dynamic and direction. Chris and Raza discuss the need for careful vetting of potential investors and board members to maintain a cohesive and effective board culture. Memorable Quotes: Chris Cuddy on the role of the board in the growth stage: "The ambition and time frames often require venture capital, but this step requires serious reflection. ‘Will this change the DNA of the company?’” Board dynamics: “A functional board isn’t just about expertise—it’s about cultural fit and motivation to support the founders and company’s best interests.” On the board chair’s responsibilities: “The chair is a bridge between board members and founders, ensuring transparent communication and insuring that everyone’s voice is heard.” Takeaways for Board Members and Founders: Understand the shifting role of the board at each company growth stage. Prioritize a balanced board composition that brings both expertise and alignment with the company’s culture. In early stages, board members often play a quasi-executive role, actively participating in operational decisions. For sustainable growth, founders and the board must align on long-term vision, values, and expectations for governance.
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73. The Evolving Role and Challenges of Board Governance with Pam Lenehan
11/04/2024
73. The Evolving Role and Challenges of Board Governance with Pam Lenehan
Episode Summary In this insightful episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Pam Lenehan, a seasoned board member with over 22 years of experience on public company boards. Pam offers an in-depth look at the evolving responsibilities of boards and their members, including critical areas like cybersecurity, ESG, and CEO succession. Drawing on her experience across seven public company boards, Pam discusses the increasing complexity of board roles, committee responsibilities, and the importance of a collaborative, learning-focused approach for today’s directors. Key Topics Discussed: The Expanding Role of Boards in Risk Management Pam explains how boards are increasingly required to manage a broader spectrum of risks, from cybersecurity and AI to unexpected events like pandemics. She highlights the need for board committees (audit, compensation, technology) to coordinate their oversight on key issues and work with management to stay proactive. Board Dynamics: Shifts in Meeting Structure and Time Commitments The increased reliance on digital platforms has, among other things, led to voluminous board materials, often reaching hundreds of pages. Pam shares how boards are restructuring their meetings to prioritize discussion over presentation, with a growing emphasis on pre-meeting preparation. Pam notes how the frequency of both board and committee meetings has increased, with some public company boards now often holding eight or more meetings annually. Maintaining Collegiality Amid Virtual and Shorter In-Person Meetings As more meetings shift online or the agenda is so packed it leaves little time for social interaction, the value of planned social opportunities, even brief breaks, to foster trust and rapport among board members. Pam’s insights on “planned socialization” underscore its role in facilitating effective communication and decision-making. Evolving Expertise on Boards: Moving Beyond Generalists With a growing need for specialized knowledge in finance, industry, and technology, boards are increasingly composed of directors with specific expertise. Pam shares practical advice on balancing specialized skillsets and emphasizes that most board member should still possess a solid understanding of broader governance areas, even beyond their primary expertise. The Role of the Board Chair and Lead Director Raza and Pam discuss the crucial role of the board chair in ensuring all voices are heard and the board remains aligned. With a diverse array of specialists now joining boards, the chair’s leadership is increasingly important to synthesize perspectives and guide effective discussions. The Influence of Shareholder Activism and Public Company Challenges Pam recounts her experiences with shareholder activists, noting how modern boards must be prepared to engage with sophisticated activist stakeholders. For directors, understanding activist perspectives and strategizing responses requires both diplomacy and transparency. The Time Commitment of Board Service For anyone considering board service, Pam provides a candid look at the significant time and energy required. Acknowledging that board roles demand consistent weekend reading and adaptability for unscheduled meetings, she advises prospective directors to consider the full requirements of a board commitment before joining a board. Continuous Learning and Networking for Directors Pam discusses the importance of ongoing education in governance, such as through the NACD, board excellence centers, and director forums. She advocates for cultivating networks with other directors to share experiences and insights, particularly on emerging or complex issues. Supporting Diversity and Inclusion on Boards A proponent of diverse board representation, Pam shares her efforts to mentor women preparing for board roles. She encourages both current and aspiring board members to seek education and develop networks that enhance board diversity and effectiveness.
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72. Christopher Mirabile on the many challenges of a successful startup
10/02/2024
72. Christopher Mirabile on the many challenges of a successful startup
In this episode, Christopher Mirabile, Executive Chair of Launchpad Venture Group, explores the pivotal role of boards in startup companies and discusses how boards can be both a critical support system as well as a driver of success. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes “Life is too short to suffer with the wrong people in your boardroom.” Startup Boards are different, but still vitally important “Boards have featured prominently in my entire professional life.” “When I was a consultant with the strategy group at Pricewaterhouse, ultimately our work was commissioned by boards and delivered to boards, and those board presentations when I was lucky enough to be in the room as a young person on the team were some of the most high-pressure situations that I ever was in professionally and left a real impression on me.” “When I got into the startup world, I sort of had to unlearn a certain amount of what I’d learned about boards and moved to the end of the spectrum where boards provide as much mentoring and business value as they do governance.” “Startup boards tend to be a little smaller, a little bit more nimble and often the membrane between shareholders and directors is much thinner because you often see meaningful representation direct from the shareholder base on the board.” “When you run into resistance from a founder [about a board], it's often really more of an educational journey than a negotiating journey to try to get them to understand the value of a board.” Why is a board important for a startup? Your investors want it and you're not going to be able to raise money without it and why would you reinvent the wheel when you can have people who made those mistakes before and can help you avoid wasted time and wasted resources. “A big part of what [we] do is help CEOs understand that …if you go into a relationship with your board, it's sort of like an intellectual partnership where you bring the courage to admit you don't have all the answers and you really seek to draw the wisdom out…” …If you show me a CEO that's failing, I'll show you a board that's failing to support that CEO properly … Attitude of Startup board members “I don't want to be anywhere near the blast radius of a startup that fails, so I want to make sure that this company is going to succeed…” Feedback to CEO after a Board Executive Session A great way to give feedback after an executive session is: "Hey, let's just do a little case study here. In the meeting, you said this, here's what they heard..." and then it's not an in-your-face criticism, it's just helping them understand how they're being perceived and how their choice of words and their manner of speaking and their style affects the impact of their communications…I think that can be a very effective non-confrontational way to give quick feedback to a CEO. The Independent Member of a Startup Board “What we're looking for is two things. One is the avoidance of some negatives and the other is certain positives. I'll start with the avoidance of the negatives. We don't want an inexperienced blowhard who has a lot of ego involved in telling people what to do and insisting that their advice be followed, and someone who contributes to a board meeting in a manner which sucks all the oxygen out of the room and makes it super awkward to disagree with them. We're looking for someone who has a little bit of experience, understands boards are a working thing and that startups are an imperfect science and they're not going to be a disruptive or difficult board member. That's the kind of the key negatives that we're looking to avoid. In terms of the positives, really, we want someone who understands the industry dynamics, understands the players, knows who the company and the CEO should be talking to, and has that bigger perspective, who can put the day-to-day operational challenges of the company into a broader industry context, and then ultimately make introductions when it's time to find additional investors or exit the company. So, all we need is a well-behaved genius. It's easy.” Training Board Members “Launchpad now has at least 50 portfolio companies and 40 Launchpad members are either in the boardroom as a director or an observer. That's a pretty large portfolio of board members and observers that the group is adding as human value to the companies.” Our training consists of three things. · One is expectation setting and accountability, · The second is we tend to give the newer investors in our group an opportunity to serve as an observer under an experienced board member for at least a year so they get a little bit of a sense of what it’s about. · The third piece is really traditional training and that consists of training we do before they serve on the board and then ongoing training after they've begun. The training we do before is basically making them read the director's guidebook that Ham and I wrote, which really covers all of the basics, and we go to great pains to say, "No, we really mean it when we say we want you to read this. Don't come to the class if you haven't read it because we'll know." · Then we do a class where we give them an opportunity to discuss questions and things that weren't clear from the book and we take them through a whole layer of sort of pragmatic suggestions on how to get that first meeting successful and how to run a good board Overboarding “It's really an issue in the VC world … I think a lot of people draw some measure of professional pride out of being on a board and they can tend to get a little carried away and take on too many board assignments.” “In our experience doing a startup board well, even in a year where it goes pretty well, it's about a 200-hour-a-year commitment.” “We do go out of our way to keep them [people with too many board seats] off the board, and one of the reasons we really prefer to lead rounds is because we want to have a hand in building the board and making sure that we're giving our CEO all the resources she or he needs to succeed and putting the right people around our management team.” Responsibilities of Boards have expanded dramatically “The basics sort of used to constitute most of what a board did, and now a board has so many other jobs, it's really overwhelming a number of things that we expect boards to do and I think that it not only takes away from some of the time that could be spent on the basics, but it creates a ‘whack a mole’ kind of a mindset in terms of directors.” Links linkedin.com/in/christophermirabile Bio Christopher Mirabile is the Chair Emeritus of the Angel Capital Association and the immediate past Chair of the U.S. Securities And Exchange Commission’s Investor Advisory Committee. He is also the Executive Chair of Launchpad Venture Group, a Boston-based venture investment group focused on seed and early-stage investments in technology-oriented companies. Launchpad is top-three ranked group in the U.S. As a full-time angel investor and an active member of the Boston-area angel investing community, in addition to his Launchpad work, Christopher has personally invested in over 65 start-up companies. He was named one of the "Top Angel Investors in New England" by Xconomy, one of "Boston's Most Helpful Investors" in an entrepreneur survey by Companyon Ventures and is the recipient of the Angel Capital Association's Hans Severiens Award for his contribution to the advancement of angel investing. Christopher has co-authored six books on early stage investing, been a columnist on entrepreneurship for Inc. Magazine, is a co-founder of portfolio management tool and co-author of the Seraf Compass, a comprehensive web catalog of educational materials about early stage investing, an adjunct lecturer in the MBA program at Babson's Olin School of Business, a regular advisor and mentor to start-ups, and a frequent panelist and speaker. He is a member of the Board of Directors or Board of Advisors of numerous start-up companies and non-profits. Christopher has served as a public company CFO and General Counsel with enterprise software provider IONA Technologies PLC, a corporate and securities lawyer with Testa Hurwitz & Thibeault and as a management consultant with Price Waterhouse's Strategic Consulting Group.
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71. Rick Williams on his new book: Create The Future!
09/15/2024
71. Rick Williams on his new book: Create The Future!
In this episode, Rick Williams, a seasoned executive, advisor, board director, prolific writer - - and the author of the new book, Create the Future, shares his journey writing the book and key leadership takeaways. Rick’s core idea in Create the Future is that leaders create the future by the decisions they make Impactful leaders believe they can create the future, and they change uncertainty into hope and possibility. Rick discusses the CTF process of making great decisions for companies and individuals including the importance of board dynamics and how to harness the collective wisdom of a diverse group to make impactful decisions. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes 1. Journey of Writing Create the Future · Initial book concept during travels in North Africa while sitting in a café in Casablanca · Wrote the book and refined it with the help of a professional editor. · It took more time than I expected to choose the right publisher, Amplify, to bring the book to market. 2. Overview of Create the Future Create the Future outlines the process and the tools successful leaders use when they must make an important decision - when they must get it right. Rick profiles the Five Step decision making process major consulting firms recommend for making important decisions and brings the tools and techniques to organizations off all sizes. Create the Future is a guidebook for leaders who want to turn their leadership team into a powerful creative engine for defining the challenge, imagining success, creating realistic options, evaluating execution barriers, and finally choosing the path forward. 3. The Five-Step Decision-Making Process “I spent quite a bit of time on how do you as a leadership team - a board of directors for example - how do you actually go about deciding what you're really going to do.” “This book outlines the five steps that we all either instinctively use, or should be using, when we have an important decision to make.” · Define the real opportunity or threat. · Identify what success looks like · Be creative about the options. · Evaluate execution barriers. · Make the final decision. 4. Factors to be Considered in Decision Making · How close do the decisions come to achieving the goals you set? · Where are they in the risk profile in terms of acceptable risk to you or unacceptable risk to you? · How do they express the values that you may have as a company owner or your board may have. 5. Examples and Applications The CTF process makes sure that everybody on the board participates in the conversation, their point of view is heard, and they hear each other talk about it. They hear each other say what they really are trying to accomplish. “We talk about success, which sounds like a simple idea, but the notion of what are we really trying to achieve is one that often we don't spend enough time on.” “Value is not created by the ideas we come up with - value is created through execution on the decisions we make.” “Often we as board members either don't have time or haven't fully thought through what are the values that we bring to the decisions we make, what are our risk preferences, and also what are the values and goals of other people on our board and how do they factor into this?” In the end, the board will make a decision, and the people who participate in this will say: “You know, I may not fully agree with where we're going to go, but my voice was heard, and I now understand what other people are trying to do and where they're coming from.” Joe: If you have the people in the room, whoever they may be board or otherwise, feeling at the end of the process like their voice has been heard, their ideas have been heard, and at least considered - - that alone is success. Links Here is the link to CTF’s website: Here is the Rick’s LinkedIn Profile: Bio Rick Williams is an experienced technology company board of directors’ member and board chair. He has chaired the board of a medical device company and a bank/VC firm. Williams is a company founder and CEO and was a management consultant advising clients in a wide variety of industries. He is an internationally published thought leader on board of directors as a value accelerator for the company. His new book, , is a leadership guidebook for being more creative and making better decisions for your company and yourself when you must get it right. Rick is past President of the Harvard Business School Association of Boston. He was a management consultant with the global consulting firm Arthur D. Little, Inc. He is a physics graduate of the University of Pennsylvania.
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70. Navigating Board Dynamics and Strategic Leadership with Karen Boykin-Towns
06/04/2024
70. Navigating Board Dynamics and Strategic Leadership with Karen Boykin-Towns
With an extensive background in policy, advocacy, and corporate governance, Karen shares insights from her roles at Pfizer, iFIT Health & Fitness, and the NAACP. She recounts her journey to becoming a board member including her experiences during the IPO process at iFIT, and the challenges and triumphs of leading through turbulent times. Additionally, Karen reflects on the significance of diversity in board composition and the enduring impact of Brown v. Board of Education on the 70th anniversary of the decision. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes 1. First For-Profit Board Experience: iFIT Health & Fitness Karen recounts her journey leading to joining the board of iFIT Health & Fitness, her first for profit board seat, emphasizing the importance of networking and building relationships. She shares how an unexpected opportunity arose from her connections with the Church of Latter-Day Saints and describes the rapid onboarding process and initial experiences as a new board member during a critical time for the company. "You never know who's watching, it came through a relationship." Challenges and Decisions During the IPO Process Karen provides an inside look at the fast-paced environment leading up to iFIT’s planned IPO. She discusses the board’s decision-making process in response to adverse market conditions and the strategic adjustments that were necessary. The conversation highlights the importance of having a diverse and well-composed board to navigate events that are significant & challenging for a company. "When you are preparing an S-1, you learn everything about a company very quickly." "The numbers weren't where they were projected to be at that particular time, and I'm really proud of us because it could have been easy to just buckle down and go forward, but that was not the right thing for the company." Post-IPO Attempt and Company Turnaround The discussion moves to the aftermath of the decision to not proceed with the IPO and the strategies employed to stabilize and grow iFIT Health & Fitness. "What I'm happy to say is that despite the overall industry being at a bit of a downturn, we have come through the worst of it, at least we hope we've navigated through the turmoil and are at a new era." 2. Work at Pfizer Karen reflects on her 20-year career at Pfizer, where she transitioned from government work to corporate affairs. She discusses her role as Pfizer’s first Chief Diversity Officer and the development of a global diversity and inclusion strategy. Leadership During COVID-19 Karen discusses the significant challenges and achievements of Pfizer during the COVID-19 pandemic under the leadership of Albert Bourla. Karen’s insights emphasize the critical role of strong leadership in navigating crises and driving impactful results. "I believe to my core that no one else could have gotten that company to have that level of impact in such a short period of time [during the Covid outbreak] other than Albert Bourla and the team that he leads." "Leadership matters" 3. Role with the NAACP Karen is the Vice Chair of the NAACP’s National Board of Directors and provides an overview of her role discussing the organization’s mission, structure, and its ongoing important advocacy work. She also reflects on the 70th anniversary of the Brown v. Board of Education decision and its lasting impact on education equality. The conversation underscores the importance of historical context in shaping current and future initiatives for civil rights and social justice. On recognizing the 70th anniversary of Brown v Board of Education in the Oval Office “It is a moment I will never forget and it's not just about being in the Oval Office with the President, but it was being there with these family members who had made so many sacrifices." 4. Final Thoughts and Takeaways The episode concludes with Karen’s reflections on the importance of leadership, diversity, and strategic decision-making in board roles. She shares personal insights from her career journey and offers advice for aspiring board members, emphasizing the value of passion and commitment to the mission of the organizations board members serve.
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69. The Culturally Conscious Board
05/28/2024
69. The Culturally Conscious Board
Jennifer Jukanovich, a seasoned nonprofit leader with nearly three decades of experience discusses her forthcoming book, The Culturally Conscious Board: Setting the Boardroom Table for Impact, which explores the importance of board culture in achieving organizational success. The conversation addresses a number of important aspects of board governance, including board culture and the critical role of trust and humility. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes 1. The Culturally Conscious Board · Two important concepts which are emphasized: o The significance of board culture and its impact on decision-making and governance, and the role of trust, humility, and hospitality in building an effective board culture. o Jennifer’s closing thoughts on the importance of strong board culture in the nonprofit sector. · Encouragement for boards to engage in deeper conversations and continuous improvement. · Introduction to the "board culture placemat" and its use in facilitating board discussion and b building a strong board culture. · Examples of successful practices for building and maintaining a healthy board culture. "Boards are assets to our society, and our hope is that our book, The Culturally Conscious Board, will contribute to that conversation." Jennifer Jukanovich Book Reviews “Sitting on a board is easy. But being a great board member is another matter entirely, especially if your organization needs change. Jukanovich and West show you how to do it with confidence and grace.” Arthur C. Brooks, Professor, Harvard Kennedy School and Harvard Business School, and #1 New York Times bestselling author “‘Culture eats strategy for breakfast,’ Drucker said, and most boards don’t explore how their culture either detracts from or advances their mission. This work invites boards to move from habits and traditions that restrict their impact toward deeper examinations to make wise changes and meet the challenges of our day.” Robert C. Andringa, Managing Partner, The Andringa Group, and coauthor of Nonprofit Board Answer Book 2. Challenges and Opportunities in Board Governance o The importance of diverse representation and an inclusive board culture. o Practical advice on improving board culture, including transparency, accountability, and feedback mechanisms. o Addressing issues such as long-term leadership and the balance between large boards and effective decision-making. "Humility catalyzes greater trust, whether that is your family or that's a board." "Good governance creates health. Good boundaries create healthy culture." 4. The Critical Partnership between the CEO and the board chair o How the board chair can help ensure all voices are heard and foster a culture of openness and respect.
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68. Transforming D&O Insurance: Innovations in Directors & Officers Coverage
05/05/2024
68. Transforming D&O Insurance: Innovations in Directors & Officers Coverage
In this episode Michael Talmanson and Dereick Wood discuss the critical importance of D&O coverage for board members. They set the context with a backdrop of Newfront's recent capital infusion led by Goldman Sachs emphasizing the company's innovative approach to combining technology with insurance expertise. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes 1. Background & industry evolution · Michael shares his transition from legal practice to insurance, driven by a passion for technology and client service. He discusses how Newfront's technology platform and AI tools modernize the insurance experience, enhancing client's ability to manage and predict risks. · Dereick discusses his extensive experience in handling complex D&O claims, underlining the evolution of claims and the increasing magnitude of derivative settlements. “The differentiator is the information you can provide boards to make informed decisions about their actual losses.” 2. Newfront’s Innovation & Impact on the Insurance Market · Newfront's strategy of blending high-tech solutions with traditional brokerage services to address the needs of a rapidly changing market. Michael highlights the critical role of experts like Dereick in navigating complex claims, underscoring the blend of technology and human expertise. · Discussion on Newfront’s "breakthrough" technology which simplifies processes like contract reviews and risk assessments through AI, setting a new standard in the insurance industry. “Since 2020, seven of the top ten largest derivative settlements have occurred, and the people on my team have been involved in all those settlements” 3. D&O Insights · Comprehensive breakdown of D&O insurance coverage (Side A, B, and C) and its importance from a buyer's perspective. Michael and Dereick discuss practical scenarios and the vital protection D&O insurance provides to board members against potential liabilities and lawsuits · Dereick provides insights into recent high-profile cases and settlements, demonstrating the critical nature of D&O coverage in protecting board members during legal challenges · Strategic recommendations for board members to ensure adequate D&O coverage, emphasizing the importance of understanding policy details and the implications of board decisions on insurance claims · Michael and Dereick providing practical advice to board members on avoiding litigation and ensuring robust D&O coverage. They stress the importance of diverse opinions and backgrounds on boards to enhance decision-making and risk management “No matter what happens from a technology perspective, insurance will always require experts. People like Dereick on the claims side, D&O experts, cyber experts. People will never be replaced by technology."
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67. Michael Greeley on the trends in composition of boards in investor backed companies
04/15/2024
67. Michael Greeley on the trends in composition of boards in investor backed companies
Michael Greeley has extensive experience in venture capital and significant board experience across a multitude of investment boards. In this episode, he shares his experience and lessons learned, emphasizing the evolving nature of board governance, the strategic importance of independent directors and the future of healthcare. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes 1. Evolution of Board Composition of investor-backed boards Changes in the composition of investor-backed boards over the past 25 years, emphasize the need for a broader range of competencies beyond financial performance. The trend is to include diverse perspectives to help mitigate boardroom “groupthink.” "Boards today are very deliberately trying to have the right competencies... Today the pressure on boards is to have a much wider range of expertise; cybersecurity, sensitivity around DE&I issues, and we're seeing that reflected in our term sheets. 2. Challenges in Board Compliance Discussion on the difficulties boards face in complaining with term sheets guidelines, particularly around independent directors and diversity. "We did an audit... and said, 'How many of our companies actually have complied with that (term sheet requirement)?' And we were surprised, it was probably maybe half or two thirds… and frankly, if I could be just brutally honest, I think there's a little bit of an apathy to address deficiencies of boards." 3. Importance of Independent Directors The role of independent directors in providing an unbiased 'voice of the customer' to help guide company strategy and product market fit. "The power of that [independent director] is a little bit sector specific but I think it cuts across all sectors, the principal risk we take as healthcare tech investors is around product market fit, and independent directors are the voice of the customers." Governance and Board Dynamics Michael's advocacy for more effective boards and the potential pitfalls of having too many observers or management members “in the room.” "I'm a traditionalist in the sense that the board should not be stacked with management because it is meant to be the body that opines on the strengths and shortcomings." Future of Healthcare Michael's optimistic outlook on the 'golden age of healthcare' driven by technological advancements, regulatory changes, and innovative business models. "Arguably, the golden age of healthcare is upon us as the sector embraces novel and impactful solutions to improve outcomes and lower the cost of care."
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66. Nav Singh on the future of Governance and Innovation
04/01/2024
66. Nav Singh on the future of Governance and Innovation
We love our listeners! Drop us a line or give us guest suggestions . Episode Description Nav Singh has held leadership roles at McKinsey's Boston office, including Managing Partner for Boston and Leader of the Global Innovation Practice. After retiring from McKinsey in 2023, he launched a new entrepreneurial venture, called 2123iX. In this episode Nav’s shares valuable insights on effective board practices, the importance of innovation and technology in governance, and the critical role of diversity in fostering successful organizational leadership. The episode emphasizes the importance of proactive, informed, and collaborative board engagement to navigate the challenges and opportunities of the next century. Big Ideas/Thoughts/Quotes 1. 2123iX - A Century of Innovation The name 2123iX originates from Nav's retirement year (2023) and his vision to impact the next 100 years. Its focus is on creating a culture and mindset for longevity and innovation and emphasizes patience and quality in building companies that will make a significant difference. "2123 stands for a 100 years, “I” stands for innovation, “X” stands for scale. The most important thing is: we're in no rush. We want to build high-quality companies over time, we'll be purposeful and take our time doing it." 2. Board Preparation Insights from McKinsey: · Importance of thorough and honest preparation for board presentations · Engaging discussions over presentations to drive meaningful decisions. "In my mind, a good board discussion preparation requires an honest view of what are the risks, what could go wrong, what are the main issues we're trying to solve...It is that holistic view that in my mind makes a good board presentation and results in a good board discussion." 3. Characteristics of High-Performing Boards: · The balance between healthy tension and collaboration between boards and management. · The critical role of the board chair in setting a positive, inclusive culture. · The necessity of continuous learning and adaptability among board members. “Discussion is much more important than presentation. Sometimes people become enamored by our presentation and the materials. But its the discussion that you drive, the decisions that you drive that matters the most." "The most important thing is one should be on the same page. People should be on the same team. People should be working towards the same goals… and there should be some healthy tension, that's good in my mind." 4. Diversity in Board Composition: · The impact of diverse perspectives on board strength and decision-making is enormous. Beyond gender and race, diversity includes age, skills, and the ability to learn is critical. "Diversity is multifaceted and one needs to think about this in a holistic way...The most important thing in my mind is a learning ability." 5. Risk Identification and Management · Boards must think beyond the obvious and prepare for future risks. This weighs in favor of a dedicated risk committee to focus on emerging threats. “I think risk is where most boards should earn their living...Defense means, in this case, thinking about what could go wrong...It is not just the identification of risk, what is the abatement plan, who is going to work on that, how do we address it?" 6. AI and Technology on Boards · The transformative potential of AI and technology on businesses and governance is almost beyond out imagination. It underscores the importance of having board members with technology expertise and a willingness to stay informed. 7. The Greater Boston Chamber of Commerce - A Model for Diversity · In the past few years the Greater Boston Chamber of Commerce board of directors has made a successful effort to significantly increase diversity in gender and race on the board, and to broaden diversity in skills, age, and industry representation.
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65. Dr. Angela Jackson on the Needham Bank Board and the Future of Work
03/16/2024
65. Dr. Angela Jackson on the Needham Bank Board and the Future of Work
Angela Jackson is the founder of Future Forward Strategies, an award winning social entrepreneur, a global C-suite executive and an experienced board member. In this episode Angela discusses joining the board of Needham bank, a mutual bank that took itself public in December 2023, as well as her research – and her vison – of the future of work. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: 1. Needham Bank Board of Directors and the decision to take the Bank public Angela discusses some of the reasons that she was interested in joining the Needham Bank Board of Directors. “The CEO, Joe Campanelli, is really a visionary leader with the strategy to support” “As a board, when we talked about the reason for going public, this is right after Silicon Valley Bank had folded and we had the banking crisis, and…a lot of banks had put a lot of restrictions on their lending. We all felt – led by Joe, that if we were to IPO at this time, we would actually have more cash to put on the street to invest in local entrepreneurs and business leaders.” Another reason to go public was around the values behind that. “They [management] wanted to do the IPO so they could invest in an employee stock ownership program, and for me and my work around the future of work, I deeply believe in companies and CEOs who are really seeing their employees as shareholders and the fact that we wanted to use the funds and to ensure that everyone from the frontlines to the C-suite could be an owner in a bank was significant.” “…we looked at building a foundation that we could invest in local communities. For over a century, we had a history as a mutual community bank, and so we wanted to continue that. The vision is still how can we be national, but also hyper-local at the same time.” We [the board] were completely aligned with how we wanted to use the money. It was values based to really invest in the community, who we're investing in, the talent and people, and then making sure that we were just being a good neighbor. “… one more piece that struck me when I saw the board listing for Needham Bank…they were looking for someone with HR and human capital experience. If you look at most board listings, that is very rare. Most boards are looking for someone who's been a sitting CEO or a CFO, maybe someone in technology. You rarely see a listing for a human resource person.” 2. Ringing the Closing bell at NASDAQ “It was an exciting moment for all of us.” “We're based here outside Boston in Needham and we're going to go to New York for the NASDAQ…We thought, how are we going to get everyone from the bank to New York, and so they came up with the idea that we're going to take these coach buses from Needham Bank, and it would travel to New York. “Now, you would think any bank CEO who's deciding to do this, maybe they would fly in, and they would be there to meet everyone. Actually, Joe Campanelli jumped on the bus with everyone else, shoulder to shoulder, to make that five-hour plus journey to New York and to take it back to be there.” “The enthusiasm, the camaraderie, it was really the feeling of what had happened, that we did this, from the front lines to the C-suite, it was because of the effort of the people in the bank that were all customer facing, some that are internal, that made this moment happen, it was amazing.” 3. Board Practices “One thing that I appreciated as I started out [as a new board member] is that we have full access to management, and we're encouraged to have a relationships with them.. If we have a question, we are comfortable going to them. And I think that transparency and access is key to really understanding what's happening and how we can best advise as a board.” 4. Decision making on the Needham Bank board I've been impressed that even during the time of the IPO when we were moving quickly, the board was willing to go slow, to go fast, so sometimes you needed to just pause for a beat, send some things back to committee, call some of our advisors to make sure we were making the best decision. “Even though we wanted to be expedient about it was just great that we had the willingness to do that…it highlights the organization's approach to leveraging existing financial aid programs for greater effect.” 5. Board Culture “Board culture starts with…deep trust and respect….for each other.” I’ve never talked to a [Needham Bank} board member or staff member who had any doubts about [going public, and I think that's a reflection of the open & honest discussion that led to the decision. 6. Future of Work “When I think about the future of work and really the future of boards, a lot of the issues that we're grappling with in the workplace today have a human capital component to them.” “The future of work is how is…how do we ensure that the people that we're working with can be there, can show up and be their best selves that's going to lead to the business outcomes that we want.” Links The SEC wants to know if your corporate employer is investing in you. Fortune.: Future Forward Strategies: https://www.futureforwardstrategies.com Bio Win Win Workplace (to be published January 2025)
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64. Charles Shirley - Effective Governance and an Advisor’s Perspective
03/03/2024
64. Charles Shirley - Effective Governance and an Advisor’s Perspective
Episode 64 of On Boards Podcast features Charles Shirley, the Northeast Regional Leader for PricewaterhouseCoopers Private Practice. The episode dives deep into the nuances of effective board governance, with Shirley sharing insights from his extensive experience advising companies and serving on nonprofit boards. Here are the key highlights: We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: 1. Charles Shirley's Background: Shirley brings over three decades of experience from PwC, advising a broad range of industries and serving as a tax partner. His dedication to his work and his role as a trusted advisor globally are emphasized. 2. Effective Board Meetings: Shirley discusses the importance of preparation for board meetings by management teams and the board itself. He criticizes practices where management curates materials too perfectly, leading to passive board meetings. Instead, he advocates for transparency, robust questioning, and deeper engagement in board discussions. 3. Board Member Engagement and Fiduciary Duties: The episode highlights the critical role of board members in being proactive, well-prepared, and willing to challenge management to ensure effective governance. Shirley emphasizes the fiduciary duties of board members, including accountability, forward-looking perspectives, and contributing valuable insights. 4. The Role of the Board Chair in Governance: Shirley outlines the significant impact of the board chair in setting the culture and expectations for the board. A strong chair is essential for driving change and ensuring the board's effectiveness. 5. Trends in Governance and Challenges: Shirley observes positive trends towards more inclusive and diverse board discussions and the recognition of the importance of independent board members. However, he notes challenges with remote or hybrid meetings, arguing that in-person interactions are crucial for capturing the full benefits of board meetings. 6. uAspire Nonprofit Work: The conversation also covers Shirley's involvement with uAspire, a nonprofit focused on making post-secondary education accessible and affordable. He highlights the organization's impact and its approach to leveraging existing financial aid programs for greater effect. The episode underscores the evolving nature of board governance, stressing the need for active participation, preparation, and the right mix of board composition to address modern challenges effectively. Shirley's experiences and insights offer valuable lessons for both seasoned and aspiring board members, emphasizing the importance of governance in achieving business success. Quotes 1. On Passion for Work: - Charles Shirley: "I always introduce myself as the happiest person at PwC. It's a big place, but I love what we do. I think it's incredible." 2. On Effective Board Meetings: - Charles Shirley: "What really gets my attention and gets me frustrated and actually calls me to action is when I see a process where the management team in preparing for the board meeting is really going through an exercise to curate materials that are perfectly positioned or worded or framed." 3. On Board Member Engagement: - Charles Shirley: "It truly is a privilege, whether it's in the charitable sector or on the business sector, it's an honor, it's an opportunity to be part of a board and the ask should be pretty big." 4. On the Role of the Board Chair: - Charles Shirley: "The board chair sets the culture ultimately, and culture really matters, and successful boards have strong intentions, they've done their assessments, they understand what they need to be and they're mission driven." 5. On Collaboration and Transparency: - Charles Shirley: "I'm huge on collaboration and transparency and honesty and all those good things... My excitement or engagement with collaboration isn't just in helping me dig out of holes. It's everything I touch gets better when I collaborate."
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63. Stefania Mallett: Navigating board dynamics and entrepreneurial success at an investment backed startup
01/08/2024
63. Stefania Mallett: Navigating board dynamics and entrepreneurial success at an investment backed startup
Stefania Mallett, co-founder and former CEO of ezCater, shares her entrepreneurial journey and insights into effective board governance. She emphasizes the importance of board composition, highlighting the pivotal role of understanding marketplaces and the nuances of investor-backed boards. Stefania also discusses the crucial dynamic between CEOs and board chairs, the challenges in communicating complex business scenarios to board members and the critical process of succession planning. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: On Relationship Between Board and CEO/Management in Investment Backed Companies “.. it's kind of like grandparents. The board cares intensely, but in the end, they hand the baby back and you - the CEO and/or the managing team - you're the parents and you have to deal with all of the colicky moments and all of the ups and downs and all of the difficulties and so much more about what's going on inside the company.” “It doesn't matter how effective a communicator you are, having been on both sides, I can tell you that the most well-intentioned, most transparent, most forthcoming CEO cannot possibly convey to the board everything that the management team knows.” Origin Story of ezCater and Early Board “..we closed [a company I had help found] down on a Thursday. I went home and got drunk on the weekend and on Monday we started the business that turned into ezCater, which was helping make food appear for business meetings[!]” “Don't bring people onto your board who don't understand your business” Evolution of the Board through ezCater’s Journey and role of a Board Chair “we started to get more professional board members who understood our business. We lucked into someone [Chris Cuddy] at Launchpad, who understood marketplace businesses, not specifically in the catering food for work business, but he came out of online travel [marketplace]. It turns out one marketplace is a lot more like another marketplace” “we lucked into someone who became our board chair and $425 million of venture capital funding from some of the biggest venture companies on the planet later, we are now thousands of times the size we were when we first met this Chris” I don't have a velvet hammer as much as I'm impatient. Impatience is the mother of invention, and so when I watch Chris Cuddy our board chair do his work I think, "Oh my God, that's just better." He's more patient. He listens. It doesn't really take longer. It feels like a circuitous path to the answer, but it's actually about the same length of time as I would have taken with less angst, less fireworks. The founder and CEO are not necessarily the best board chairs.” Transition of CEO for ezCater “the company was ready, and I was ready, and I went to the board meeting a few weeks later and I said, "Guys, I got to go. It's time.” “We launched a search and found my successor. Because of internal discussions, because of the board's hesitation, because whatever, we ended up taking a year. We had the time, I mean it wasn't like running, screaming for the exits, and I wasn't doing a terrible job. My team was doing a super job” “When this person started, now it's three months, four months, and it's quite clear, he has experience at the 10X level. He brings in knowledge, not just "I think we should try this,"” Joe: “You have touched upon series of things that apparently apply to investor-backed companies and startups that also apply to every for-profit company, whether private or public. The importance of the chair, the importance of learning to share power - every CEO has to learn it, every founder has to learn it. Every investor, whether it's a startup or not, has to learn it.” Effectiveness as a Board Member and Over-boarding “One of the very best board members I have had in my entire career in all the companies that I've been on or on all boards I've chaired or that I've been on the board is a guy who, when I did his reference checks for him people raved about him and when I would ask, so what's wrong with the guy? Almost every one of them said ‘he's on too many boards.’ ” “It's important to remember that the board gives you a couple of things that you can't get anywhere else. One is the cadence of every X weeks or X months, you have to report to these people…. There's something about that regular cadence of having to report, that is very valuable.” The second thing you get from them is perspective. If they are good board members, they bring you a portfolio perspective. You live your life as a portfolio. You can only do one company at a time. Even more industrious and somehow energetic entrepreneurs than I do are involved in two startups at a time, but it's rare. But these people who are on your board are involved in 10 startups right now, or 10 companies at your stage right now and have seen many others, and so they can say to you, "Listen, I saw people try exactly what you tried and here's what happened to them," and you can save a bunch of time.”
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62. Diverse Leadership and AI Ethics: Jocelyn Moore on Transforming Governance
12/21/2023
62. Diverse Leadership and AI Ethics: Jocelyn Moore on Transforming Governance
Jocelyn Moore, a seasoned board member and former NFL executive, shares her diverse career experiences from Capitol Hill to the boardrooms of major technology companies like DraftKings and OppFi. Jocelyn discusses the intricate journey that led her to influential roles in corporate governance, emphasizing the importance of diversity in leadership and the ethical implications of AI in decision-making. This episode not only explores Jocelyn's remarkable career trajectory, but also delves into the broader implications of board composition and technology in modern corporate environments. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: What was your NFL experience like? It was like nothing else that I've ever done. Such a tremendous lesson in the art of diplomacy with varying stakeholders, which has prepared me for a lot of the board service that I do now. Is bipartisanship in Congress possible? “I'll tell you that I think is really emblematic of how I grew up on Capitol Hill. In [Senator] Zell Miller's office, we had Democrats and Republicans both working in that office - - our political leanings didn't matter, we were all working for the people of Georgia, and that's something that really stuck with me during the 15 years that I worked in the Senate.” Power of the network leading to DraftKings board “Roberta Sidney, who you will know, and many in the audience will know - she is amazing. I've never met Roberta, she and I get on a call. We talked about the board opportunity and this particular board was not a good fit. But you know what Roberta did, because she is such a champion of people, a champion of women, she said, "Look, this may not be a good fit, but I'm going to introduce you to my friend Ilana Wolfe.” Ilana is at Goldman and is the driving force behind board diversification at Goldman's portfolio companies. I talked to Ilana and, little did I know at the time, she was this giant in the space. We talked. I told her about my background, and we left it at that. After about a month went by, she called me back and said, "Hey, Jocelyn, I have this interesting board opportunity that I wanted to run by you -have you heard of the company DraftKings?"” DraftKings Board Composition as it went Public Like most public companies before they are public, the board was largely comprised of investors, and I joined soon after it went public in April of 2022. The makeup of the board changed as DraftKings became a public company. DraftKings' commitment to inclusion, equity and belonging is very strong. At the same time that I joined the board, Valerie Mosley, a giant in Boston, joined the board, so two black women joined the board of DraftKings at the same time, and Michael Jordan became an advisor. Importance of a board with diverse perspectives “Board diversity is not a nice to have. It is a must have.” “When you think about your customer base, whether it's DraftKings, OppFi, whatever company we're talking about, when we look at the makeup of America, it is extraordinarily diverse. When we think about how we create and generate revenue, how we sustain revenue, how we create long-term value, all of those things are dependent upon our customer base. If we do not embrace diversity, we are not maximizing our revenue potential. It is as simple as that.” Angel Investing “Entrepreneurs power our economy. They are the ones who are the job creators in our country, and so to understand business and industry, you really have to go where business and industries are. And so that's why it was important for me to get involved with venture investing and angel investing to get a front row seat to industry in ways that I could have never imagined.” From the On Boards Summit 2023: The coming wave of Artificial Intelligence (AI): What questions should boards be asking? · How will your company or board be impacted by AI? · How can we use AI in the future not only internally to improve processes and the sharing of information and data, but also externally in the markets that we are in to improve the client experience, to extend whatever we are doing from a market standpoint? · We know that AI has shown biases. What are the questions that we, as good corporate citizens, need to ask about the ethics of AI? How do we best provide guardrails around AI?
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61. Culture Always Has A Seat At The Table
12/03/2023
61. Culture Always Has A Seat At The Table
Paul Braverman was a cultural force behind the growth and success of Wellington Management which currently has over $1.3 trillion under management. Since retiring in 2007, he has served on over 17 boards of directors, including boards of public and private companies and nonprofit organizations. In this episode we discuss the most important drivers of board success. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: “I think the culture of Wellington is its most sustainable competitive advantage. It always has been, and the culture is basically the name of the book (I wrote) entitled: Client, Firm, Self: The History and Culture of Wellington Management Company. We believed that we existed for the benefit of our clients and that they always came first, and then the firm, and then the individual.” What was there that allowed Wellington to sustain that very, very, very strong culture for so long? What we all observed how devoted the founders were to each other, how they watched over each other, took care of each other, helped each other's families. If there were problems, we watched when one of the partners passed away how well they looked after his spouse, things like that - - we learned by observing them. I said in my final speech when I left the firm, I learned more about life at Wellington than I did about the investment business just by watching the character of these people and how they conducted their lives and treated other people. How does a board help maintain the culture of the company for which it serves? The board, I believe, sets a tone at the top, and it is a tone that we exist for the benefit of our clients or our customers. We are accountable to the shareholders. We need to take care of our employees. We need to take care of the cities and the locales that we do business in to help wherever we need to help philanthropically, and to set that tone for the rest of the company. It's not just always business and always profits. You're not going to believe this, but I never had a budget all the years that I was there. Reputational Risk: with a company like Wellington Management, which works so hard to create the culture and to create the reputation of the company – it often becomes one of, if not the, most valuable asset of a company. It's one of the most important responsibilities that a board has. The amazing thing about it, Joe, is as hard as we worked on it, as strong as it was, it's still fragile. It's always fragile. It can just be one incident. Board of One My worry is that a specialist who doesn't have the broad experience, when we finally get to the point when we have to decide about a cybersecurity attack or something, I don't want the decision to be in a vacuum by one person. Role of a Board chair I have chaired a few boards, I chair one now, and what I say to the other board members is, "Before we start, I just want you to know one thing. I work for you, you don't work for me, so I'm here serving you." I think that helps a lot. I'm very transparent. I reach out to them all the time seeking a wider audience. I set the agenda with the CEO, and I meet with the CEO once a quarter privately to make sure to see how the company's doing. I try to keep myself out of the board meeting as much as possible, other than to make sure everybody stays on track as far as time and that we cover the key points. Board Chair and the CEO. If they aren't working well together to make sure that the board is being effective, what does a board member do? To the extent that you don't like something that's going on, you have to go to your chair because at some point, you're violating either the prudent man rule or your fiduciary responsibility. We're fiduciaries so you're going to have to report it and you're going to have to do something about it. Either something has to change, or you have to change in terms of moving on.
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60. Lisa Thompson - Becoming an impactful board member
11/16/2023
60. Lisa Thompson - Becoming an impactful board member
Lisa Spadafora Thompson the founder and CEO of Sturbridge Growth Partners, a virtual network of consultants, thought leaders, and practitioner specializing in growth strategies, talks about her experience as a consultant and how she has used those skill to become an impactful board member. We love our listeners! Drop us a line or give us guest suggestions . Links: Bio: Articles: Big Ideas/Thoughts/Quotes: Sturbridge Growth Partners Lisa founded Sturbridge Growth Partners to serve companies in various B2B industries with customized, actionable strategies without the high fees of large consulting firms. “Strategic pricing in B2B markets involves understanding the value you create for customers and how to maximize the value capture in the form of price.” Board members should ask leadership more questions about how much economic value they create for customers, whether they’re maximizing the amount they can capture, and whether they’re negotiating with customers in ways that drive competitive advantage.” Monitor Group Lisa served on the board of The Monitor Group, a consulting firm acquired by Deloitte. “Six years after joining The Monitor Group, I was elected to the board of directors by my peers, who were the other partners in the firm. Shortly after winning, one of the most senior partners in the firm said, “You know why you won, right?” I laughed and said, “No, why don’t you tell me.” He said, "Because you have the ability to take on the important and contentious issues, and you need a lot of courage to do that on a board. You have that courage. That's why you got elected. Don't ever forget that.’” What did you learn as a board member during the process through which Deloitte acquired the Monitor Group? “One of the most important things I learned during that process is that we can tend to hyper focus on hard skills. But being on a board, particularly at a contentious period of time, the soft skills win the day - the people who can take on the tough issues in a way that aligns people, that was critically important for us during that time.” Twin Valley Companies Lisa serves on the board of Twin Valley Companies, a 4th generation family-owned managed service provider and telecom products business based in Kansas City. The organization and the family have a very deep-rooted culture and community in the cities and towns that they serve. Lisa, how did you get onto the Twin Valley board? “I applied for the Twin Valley board through an organization called the Private Directors Association (PDA) where I’ve been a member for 3 years.” As a lifelong consultant, I've worked in a variety of different industries. The CEO liked that I had manufacturing experience, hardware, software/SaaS, and other B2B services. They weren’t looking for more telecom expertise – they wanted to learn from other industries.” “One of the things I love most about this board is that we’re committed to operating at the highest levels of governance. We even hired an external firm to help us develop into a high-performing board. Not all private companies will do that, but they should because when companies have excellent governance they grow, and they grow profitably. That benefits all stakeholders.” African Entrepreneurial System Lisa is an advisor to Harambe, “a group of some of the most prominent, amazing entrepreneurs I have ever met from countries all over Africa.” They have started businesses that are geared towards solving some of the biggest problems that the continent faces, like high youth unemployment rates, increasing crop yields (80% of the arable land in the world is in Africa), and getting access to credit. Semicolon I was asked to join the advisory board of Semicolon, which is based in Nigeria, but expanding to serve many countries in Africa. They’re teaching young people to write software code. They’re getting jobs in the US and the UK and other parts of Europe yet continuing to live in their villages in Nigeria. So, they’re making US/UK salaries with a Nigerian cost of living. That’s game-changing for them and their families. DGL Lisa is involved in DGL (Doegode Leiba), a startup focused on enterprise risk management software (SaaS). The board's focus is on fundraising, strategy development, and hands-on involvement. It was founded by a man from Ghana, who now lives in the US. “The founder recognized that a small number of issues drive the majority of risks in most organizations, especially mid-sized and large ones. He’s systemizing the process and developing a SaaS offering around it.” EWOB (Extraordinary Women on Boards) Extraordinary Women on Boards (EWOB) - absolutely one of the best organizations I’ve ever encountered…a high caliber group of women, who have a lot of board experience. That’s been particularly valuable for me because I love learning from others who have even more experience than I do.
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59. What do you do when your board receives a subpoena or the government is investigating your company?
10/22/2023
59. What do you do when your board receives a subpoena or the government is investigating your company?
Ian Roffman advises boards, directors and company executives when there is trouble - a government subpoena, a whistleblower complaint, a letter or a phone call from a government regulator. In this episode we talk about what a board and management should do when this happens - and how they can position themselves in advance for an inquiry by the government. Big Ideas/Thoughts/Quotes: Our guest Ian Roffman helps boards, directors and company executives when they're facing what can be a significant moment in the existence of a company. Those moments can come upon the receipt of a government subpoena, a whistleblower complaint or even something as seemingly innocuous as a letter or a phone call from a government regulator. Ian comes in to help the boards, help individual directors and help executives as they make their way through those sometimes sticky periods. One of the most important things a company or a board can do when there is a government inquiry is to try to get its arms around the issue as soon as possible. There's a balance that boards need to strike between speed and hastiness. You want to act quickly, but not at the expense of good judgment. The desire to ignore or push off bad news can be pretty strong, but directors have a duty to think about the steps that they need to take to reasonably make sure that they're fulfilling their duty to shareholders, employees and all of their relevant constituencies. The SEC has said that there are the four benchmarks they will look at to evaluate whether a company and its board are good corporate citizens: 1. Self-policing (did you have in place good internal controls? Did you have a good risk function? Did you have an internal audit function, etc.?) 2. Self-reporting (was there transparency and speed in the reporting of the issue?) 3. Remediation (whatever the problem was, did you fix it?) 4. Cooperation (when we asked you for documents, did you give them to us? Did you also give us the documents that we didn't know to ask for? The SEC is very clear that cooperation doesn't just mean you did the things you're required to do. It means you did something extra.) Even though other regulators don't use that same nomenclature, the concepts are always the same. Question: When you get there and you see that there has been some, let's call it, avoidance or cover up, what kinds of things do you tell them to do then? Answer. Often it comes from a really good place, which is that people see a problem and they try to fix it. Where it becomes a "cover up" rather than a solution is if there's a lack of transparency. Really, the key, when you identify a problem, is whether you're trying to fix it secretly versus trying to fix it transparently, and the fix might be identical, but a secret fix is a problem and a transparent fix is a solution. Transparency and collaboration within an organization are among the most powerful things that companies can do to put themselves in a position to deal with regulatory inquiries. Directors’ Duty of Oversight. The Marchand decision (2019) is sort of “Caremark duties on steroids.” The case involved the Blue Bell Ice Cream Company, which had a Listeria outbreak in its ice cream. The directors were sued, with a dereliction-of-duty-type theory. The Delaware Supreme Court said that directors have an active duty to oversee the operations of the company, especially when it comes to areas of significant risk within the important areas of the company's operations. In that instance, it was food safety. The director’s duty described in Marchand is much more active than what many boards had expected. Whistleblowers. It's in the company's best interest to take a whistleblower complaint seriously - so listen to what it is, look into it. If there's something to it, deal with it. If there's nothing to it, make clear to the government that there's nothing to it, but do not be dismissive of your duty. Insider trading. Insider trading investigations can be incredibly invasive because when the government is looking to see if someone engaged in insider trading, they know that people communicate on their phones and through WhatsApp, WeChat, Slack, Telegram, Snapchat and all those other apps, and so the government is going to go in and they will take your devices. They will require you to image your devices. They'll get forensic images of your device. It is incredibly invasive, and so what a company ought to do is manage its investigative risk around insider trading.
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58. The groundbreaking, impactful work of The Partnership
10/03/2023
58. The groundbreaking, impactful work of The Partnership
Pratt Wiley is the CEO of the Partnership, a 35 year old organization whose mission is to provide leadership development for professionals and executives of color across every stage of a professional's career life cycle. In this episode we will hear about the incredibly impactful work The Partnership has done, and continues to do, to change the lives of many talented people – and the communities in which we live. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes The Partnership provides leadership development for professionals and executives of color across every stage of a professional's career life cycle. We work with companies and organizations to help craft and influence corporate culture, which is what we believe is truly the most important competitive advantage that an organization can have. We focus on what we call community - - being very intentional creating relationships of peers and mentors and sponsors and advocates, who are important for both professional advancement as well as personal fulfillment. BoardLink BoardLink started with nonprofits knocking on our door asking us if we had any board candidates that we could share with them. They were looking to diversify their board, but they weren't sufficiently connected to networks to be able to identify and recruit diverse talent themselves, and so that's what BoardLink is. It is taking these networks of incredibly talented and accomplished executives of color and connecting them with organizations, nonprofits and for-profits that are looking for great board candidates and especially those who are people of color. Impact The Partnership was formed in 1987, since then 35 years of programs and 6,500 alumni who have gone through those programs, and you'd be hard pressed to find a prominent leader of color in Massachusetts - in a lot of corporate spaces - who aren't either a graduate of our program or one of the folks who helped create it in the first place. There are a number of ways that we measure impact. The easiest to measure - probably one end of the spectrum - is retention and advancement. We don't want to look at these programs as golden handcuffs, and so our folks advancing professionally is another piece of data that we look at, and we have similar numbers there. Our alumni are CEOs and Chief Justices. They're entrepreneurs. They're leading Fortune 100 companies. They are leaders in healthcare and consumer products and financial services To an extent the real value of an organization like The Partnership, that thing that we can provide that no one else provides, is this safe space that can serve as a safety net for so many of our participants that both catches you when you fall, but even more so encourages you to take greater risks knowing that there is that support system behind you. Family Impact My mother took over The Partnership after it had been in existence for about three or four years. There had not been a proof of concept in terms of, is this an economically viable organization. It was on the verge of bankruptcy. It was a moment not too dissimilar from this one where you had corporate leaders who were saying, "You know, we've tried this for a couple of years, and now it's time for us to move on to something else." My sister and I still remember that it might not have been her first day, but it was one of her first days. She picked us up from school and then we went back to the office, and I started unpacking boxes and putting files away in the cabinet and I joked that The Partnership really was built on child labor for a number of years. When I moved back to Boston I had this weird existence where not a week would go by where someone wouldn't stop me on the street and say, "I went through The Partnership when your mom was running it, and it changed my life." or "I was at this crossroads in my career and your mom had coffee with me and she helped me see the direction that I should take." or "I had gone through a major setback and your mom, or my dad as well, they were the ones who picked up the phone and called so-and-so and said, 'Hey, I've got a great candidate for you.'" Impact of the Pandemic Prior to the pandemic, the first 30-plus years of our existence, our programs were always in a physical location. By the time I took over, we would be hosted by many of our client companies. Starting in 2020, we could no longer do that, and so everything moved onto Zoom - - and I had never heard of Zoom before. I sent an email to my board letting them know that we were going to be working remotely for the next couple of weeks as the pandemic sort of runs its course. One of my board members is Tsedal Neeley, a professor at Harvard Business School, and one of her areas of expertise is remote work. She called me up and she's like, "Look, I am getting phone calls around the clock from executives who are trying to figure out how to do remote work. I've got two minutes for you," and her advice was, "Meet people where they are. Dogs are going to bark, doorbells are going to ring, kids are going to scream at the worst time, just meet people where they are. Find a space where you can focus and where you can turn on and turn off, and then lastly, that the further we are, the closer we need to be. We really do need to focus on people." Pushback on DEI In the private sector, we are seeing challenges to ESG plans in general and ESG investing in particular. There's a concerted effort - within The Partnership we call it the new DEI of divide and exclude and isolate.
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57. What questions boards should be asking about AI
09/16/2023
57. What questions boards should be asking about AI
Ham is an active long-time member of the Boston entrepreneurial community, a seasoned board members, a prolific author on the subject of boards/governance and the founder of the Launchpad Venture Group, one of the driving forces behind organized angel investing in the United States. In this episode Ham, we discuss many areas of board practice with someone that for many years has helped and written about how to make boards better. We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: Board questions around AI: What are the strategic objectives of the company, what are the business problems and the opportunities that that company should be going after. Three questions to begin: 1. What specific business problems or opportunities do you plan to address with AI? And how do you anticipate that AI is going to help the company achieve its strategic objectives? It's all great to have tools like AI, but if they're not fundamentally driving the business in a direction that helps you achieve those strategic objectives, why bother? 2. How will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards? AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road. 3. How will you communicate the use of AI to your stakeholders, and that includes employees, customers, investors, and regulators. And how will you address the concerns about the use of AI? “There's not time for this in every board meeting, but a board should have at least one or two strategic sessions a year that are focused on technology.” “When you think about a financial institution, a healthcare institution, they have a lot of data that is extremely sensitive; personal data, healthcare data, financial data. You don't want that escaping out into the world by using one of these tools that you don't necessarily know what it's going to do with that data.” One of the biggest concerns is that sort of bias and discrimination that can occur with AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road. even if you don't get the full effect, it's important to get it right so that as you go forward, you've identified any issues that might exist, whether it's bias, discrimination, or something else before it's everywhere, which will make it more difficult to control at that point. Whether you need to explain that AI is, for example, reading your medical scan, your MRI or your CT, or whether you need to explain to your customers that an AI is either giving you a thumbs up or a thumbs down on we're giving you a mortgage or whatever. I think that's going to be a more challenging question about how you communicate that- I don't think there's necessarily a good answer for that today I do want to say one thing about all three of these questions that I've asked, they are questions that you should be asking of the chief technology people in the organization, not just the CTO because the CTO may or may not be the one who is most expert in these particular areas Raza, what do you think about having an AI board member? I think a copilot, an assistive technology, is definitely a very interesting thing for boards. It can make them more effective. It is possible that you have a large set of materials and going through those, you do miss things as a human, but an automated process and AI could definitely come up with more. This is a really great idea for a startup, and I think somebody will do it. Note: All of the board questions generated by ChatGPT about AI are listed below Board of Cambridge Trust I was brought onto the board specifically to address one of the new strategic areas that Cambridge Trust wanted to go in. Massachusetts has a very high concentration of companies in sort of the innovation economy, startup tech, and life science companies. It was seen by corporate management at Cambridge Trust that this would be a good area for growth within the bank. Most tech startups are losing money and most banks don't like to loan money to organizations that are losing money, so I had to explain what kinds of companies that, even though they might be losing money, would have good solid financials that would make it so that they could be the type of institution that you would give a loan to. Lead Director In our case, the lead director has several key roles. One, the lead director speaks to the CEO at least on a weekly basis. It's sort of a sounding board for the CEO to update on what's going on that may need the board to hear more detail about. I also work closely with the CEO to determine what the agenda for the next board meeting is going to be. During board meetings, the lead director leads executive sessions, whether those executive sessions include CEO or whether they're just the independent directors. Term Limits “Up until last year, we had age-type of term limit and that was the age of 72. That was the mandatory retirement age. There are two shareholder services out there, ISS, Institutional Shareholder Services and Glass Lewis, and both of them are not proponents of age-based term limits so we've removed our age-based term limits.” Woods Hole Oceanographic Institution For those who don't know anything about Woods Hole Oceanographic Institution…it is the pre-eminent oceanographic research institute in the world. It's based in Woods Hole, Massachusetts and I spend a lot of time down here in the summer. I was brought on to help the institute with issues around technology transfer, so research institute, lots of great scientists and engineers, sometimes they come up with ideas and products that could potentially be commercialized, so the goal was to figure out what's the best way to do that. Model Startup Board There are three key attributes that I look at for building sort of a model board. First of all, diversity, and we've talked about that a little bit already, but great boards are comprised of individuals with diverse talents, background, instincts, and expertise. Next, you need relevance. Diverse backgrounds and experience are only useful to the company if they're relevant to where the company is going, not where the company was, where it's going. And then aligned, great boards are focused on a common long-term goal, and they ensure that senior management buys into that future.
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56. Meghan Juday - There is no business like a family business!
06/02/2023
56. Meghan Juday - There is no business like a family business!
Meghan Juday is a fourth-generation leader and Chairman of the Board of Ideal Industries, a 100+ year old family business. In this episode Meghan talks about her journey to become the first woman leader in the family business, and some of the lessons about family and governance she learned along the way. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions . Links: Big Ideas/Thoughts/Quotes: How I started in the family business “I got a phone call from my dad, I had a three-week-old at the time, and he called me and said, "Now that you don't have anything to do, can you just come work on this project?" But you know what's crazy? It's like people talk about how challenging parenting was and I was like all kind of ready to go, and that three-week-old sleeps all the time. I was poised and ready for the big onslaught. I was thinking, what’s the big fuss is about, this is fine, and so I said yes to this opportunity. Honestly, had he called me with a six-month-old, I would've been like talk to me in three years.” Family Governance When I joined the board, I became intrigued with the interplay between family governance and corporate governance. In talking with other families, a lot of times family businesses will have a very strong corporate board and they'll put a lot of time and investment into it, but they kind of starve the family as something that's not important. I n my mind, family governance has to be equally invested in and taken just as seriously. “My rule of thumb is family businesses should expect to spend and invest as much on their family, their family engagement, risk mitigation, and family education as they do on their corporate board.” Family Governance: “The structure necessary to keep a disorderly system (the family) ordered.” I think that the family, like any system, really wants to descend into chaos. A lot of decision makers, a lot of influences, everybody wants the key roles, everybody wants to be able to tell the CEO what to do. I mean, I'm saying this hyperbolically, but it's really important that family governance is intentional. “One of the conversations that we have in our Family Council every year is what is going to change in the next 10 years whether or not we have a plan. We look at several different systems, we look at the families. We have all those cute 8-year-olds, in 10 years they're going to be 18 – we better have a plan. We had better have talked to them about the company. They better have been exposed to the family between now and then.” “Family Assembly” is really just the term we use for the entire family. We do quarterly calls with our CEO to talk about business updates, have a quarterly call with our CFO to do financial overview and do education and training around just being comfortable with understanding some of these financial dynamics. And then we have an expert series as well where we bring in subject matter experts on various topics that may have some relevance. We changed our compensation committee to also embrace culture because we want to make sure that the compensation is driving the culture we intend as well as the business results. I really think the board needs to be kind of forward leaning or future leaning and have the skillset sets and expertise of where the company wants to go directionally, strategically. Changing the paradigm What's so interesting about the previous generations being so thoughtful and thinking with such a stewardship mindset, is that they saw our family basically had two branches, and depending on who died first, voting control would flip flop between the branches. But they really just wanted to work together. If you harmonize the elections, then you don't have these big swings, and so they decided unanimously to put all of their voting shares into this Voting Trust. They still get the financial benefit of that, but the voting control goes to the trustees and the people who own voting shares, they can remove a voting trustee at the drop of a hat as well. There's like a lot of moving parts in making sure that the voting trust is working on behalf of the full interest of the family. It took time for the family to adjust to the fact they have a voice, they have a say, they have insights to share, that it wasn't all just top down. That really did take time, but I think we are seeing some very positive results We noticed in my generation that we had some dysfunctional communication dynamics, that were really making it hard for us. We had all this amazing governance, but it was really making it hard for us to make proactive steps forward, and so a bunch of the fourth generation, I was super proud of them, decided that they did not want those kind of dysfunctional dynamics to be continued and passed down to their children as it was to us. We hired a licensed therapist who specializes in family business dynamics, and we did therapy as a group every two weeks for two years and we did a lot of like one-on-one therapy as well with the therapist, and it was so unpleasant…it was super challenging and very stressful. However, we've made progress. During that therapy process, it really brought the rest of that fourth generation along and said like, "Here, we've done a lot of really strong and powerful things and we've now seen all the opportunities given to those family members who feel disgruntled, and we are convinced now that they have been treated correctly and that they're not taking their ownership and their part of the issues." Having done that work, it totally shifted the dynamics, so now nobody's falling for it anymore. They used to fall for it all the time, 'Oh, you're such a victim. We feel so sorry for you," and now it's like, "You've had your opportunities, you have your resources, go fix your problem," and so it's calmed down significantly. Transformation of the Board of Directors The goal was to make changes with the board, but I was getting a lot of pushback with some of the directors. They were coming to board meetings not prepared to engage straight into conversations. They were expected to be presented to, et cetera, et cetera. There was some undermining also going on [in the boardroom]. I had a director who offered to be chairman instead of me, and I could just stay on as vice chairman, and I was like, "Oh, my gosh, that's so nice." He's like, "Well, I'll mentor you." And I was like, "That is so nice, but how about this? I’ll still be chairman and you still mentor me." And he was like, "Oh, God, that's not going to work." When I moved the first two board members off, they had been on our board for a really long time - and by the way, all these people are wonderful people - but one of them had been on our board for over 20 years. That person is not independent anymore, even if they're trying to be, you know? Board composition drives board culture.
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55. Alissa Hsu Lynch on Digital Transformation advice for Boards
04/16/2023
55. Alissa Hsu Lynch on Digital Transformation advice for Boards
Alissa Hsu Lynch serves on the board of Pulmonx (NASDAQ: LUNG) which a medical device company and she comes from a diverse career with leadership roles and Johnson & Johnson and Google Cloud. In this episode we discuss digital transformation in healthcare, board’s role and advice for boards. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: Effective onboarding at Pulmonx Board Pulmonx is a medical device company, small cap company, that offers a valve, so a medical device for severe emphysema, so for people who are suffering from lung, and it helps them to breathe more easily. It's a minimally invasive procedure. They have breakthrough FDA status and so it's really just wonderful to work with a company that is looking to improve and even save people's lives. RS: onboarding was intensive, both in terms of training you as a board member, but also learning about the company and meeting people there. AHL: I think a lot of boards in their onboarding process do the typical meet all the senior executives, the management team, get to know the business, and I certainly did that and that was super helpful to be able to speak with all the key leaders of the organization. But what they also did that I specially appreciated is they partnered with a consultant from NACD, the National Association of Corporate Directors, a very experienced board um, director and consultant who worked with myself and the other new director over a period of about six months to really go deep on all aspects of board governance. Every month we would meet for a couple of hours and just focus on one committee, so one meeting would just be on the nominating and governance committee and we would go over what is the roles and responsibilities? What are the risks, what are the questions you should ask? And also what I thought was really great is that she would pull up the nominating and governance charter from Pulmonx, and we would go through the company's charter and she would be able to provide perspective on, "Well, this charter is covering these aspects, but some other companies, maybe once you join a larger cap board, they may also have these other aspects." It was really helpful to be able to meet one-on-one with her and just be able to ask stupid questions as a new director and just get that confidence that, "Okay, I'm walking into this with a really great background on governance." Areas of Digital Transformation for Companies There are four areas that I've seen many organizations think about when they talk about digital transformation. The first where many healthcare organizations, in particular, are starting is around operational efficiency. Operational efficiency is a common one where many organizations start. The second one is around improving customer experience. The third is helping them accelerate innovation. The fourth is on consumer engagement. Advice for Boards on Digital Transformation Earlier I talked about this concept of crossing the digital divide and how difficult that is to go from your legacy business to a new technology-enabled business. Tangibly I wanted to provide three tips. One is help management identify where they should go, and I'll talk about that in a moment. Second is, help them think about how to get started, so going back to the problems to solve, and the third is, what is needed to build a sustainable business model, so where this should go, how to get started, and what's needed to build a sustainable business model on that next s-curve. 10X Thinking for Boards AHL: One of the things I learned at Google is around 10X thinking. This is the idea of really solving big problems by coming up with radical solutions, going for a 10 times improvement instead of just a 10% improvement. That type of thinking, that type of expansive thinking is something that the board should encourage their companies to do as you're working through your strategic planning process. The company may come back to you and say, "Hey, here's our 3-, 5-, 7-year strategic plan, and it gets us from here to there," and I think it's really important. On the board I'm on, we have done that and said, "Well, what if you thought bigger? What would need to be true for you to reach that attainable goal? We're not telling you that that's the plan and you have to sign up for that plan or that even that you're not going to communicate that to the street. But internally as a board, let's think big. Let's think 10X and agree that there are big opportunities out there that we could go out there to solve." JA: Great board question.
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54. Michael Peregrine on fiduciary duty and the impact SVB may have on the boardroom
04/05/2023
54. Michael Peregrine on fiduciary duty and the impact SVB may have on the boardroom
Michael Peregrine advises boards of directors on matters of sensitivity and controversy, often in connection with corporate and fiduciary crises. In this episode we discuss examples of such including Silicon Valley Bank and the board’s role, board diversity, the danger of deference to strong CEOs and the challenges that AI raises for boards. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions . Big Ideas/Thoughts/Quotes: The reason I refer to matters I work on as sensitive is because they sometimes bridge the gap from pure legal issues to moral and ethical issues for which there's a gray area, and they often require a substantial amount of courage for the full board to address them and they are perhaps the most explosive in the sense that they typically involve people of goodwill and faith, As an example, sometimes a very successful CEO is just unable to make the shift to what I would call the modern board management dynamic with respect to engaging boards, or particularly in supporting corporate compliance…it's a situation where a CEO is just reluctant to acknowledge the full scope of the board's duties and responsibilities, just doesn't get it, and therefore is in direct conflict with the obligations of the board to engage in fiduciary responsible activity. Silicon Valley Bank When you have any kind of collapse in the banking industry, in the financial industry, where consumers are hurt directly, you're going to have everybody piling on. “I think the Silicon Valley Bank situation is going to continue to be in the forefront for all kinds of directors because it deals with the failure of a heavily regulated industry with sophisticated issues involved, but very basic concerns about how people did their jobs.” “I think there is a risk that it will cause board members to over-engage if they feel that they're in situations where management has not done enough to inform them or advise them or keep them in the loop.” That, of course, leads to micromanagement, which is not good for the company as a whole. I kind of see it, and I see a pullback by the board in terms of reliance on management and taking more on at the board level. And while that's understandable, I don't think that's good in the long term. JA: It seems like had both management and board been doing what we all think of as their job here, this would not have happened. It's probably not necessary to clamp down and scrutinize more closely. The question is, why didn't they scrutinize at all? Why didn't they have a chief risk officer? Why didn't they do a lot of things to maybe hold this very, very aggressive and active CEO more accountable for what he was doing? MP: I think there's a great likelihood that the Fed will control the dialogue…”We gave them all the information they had. We can't hold their hand." And the question was, "What did you do with the information?" I think it will focus on the extent of information that the board and management knew or should have known from the Fed's review. “If I'm a chief risk officer of an organization, I'm going to assume that my compensation will increase dramatically.” I think another question could be, "Well, did the board actually have the competency necessary to do the analysis? Was there a situation where they lack subject matter experts?" JA: It's not just a lack of a chief risk officer in just any sector or organization. It's a chief risk officer in one of the most highly regulated industries in the world, so not having one under those circumstances - that's something on which people will focus and I think that’s appropriate. Criticism of SBV Board Diversity JA: You said the criticism may be unfair, and I'm going to just say it's way more than unfair, it's completely, in my view, misplaced. Two things: one, diversity of perspective does mean you're a better board, but it doesn't necessarily mean you're going to be a better board unless the underlying skills and experiences of those members are the right ones. That's always been true, so whether you have a diverse gender, racial, ethnic, geographic, age - whatever that diversity is - that is probably a good thing, but it only matters if the underlying group of skills together is what is needed for this company. Impact of the pandemic on the boardroom Generally speaking, over the last couple of years, I've seen the pandemic issue affecting industries in two ways. One is that I think for a period of three years boards have been reluctant to lean in on management because they felt in 2021, and to a certain extent in 2022, "You guys have your hands full. We're going to lean off. We're going to let you run it. We're not going to beat on you. We're going to ease back on the throttle and let you get the ship back in the right course." Now, Boards are seeking to reclaim their lost authority, and CEOs are not so willing to give it up. I think that is an aspect of the pandemic which is important to consider and important for boards to confront that issue with management. Deference to the “Messianic CEO” MP: SVB also raises the question of the obligation of the board when you have the Messianic CEO, there can be so much belief in that person that there's excessive reliance or excessive deference to that CEO when the board feels that that person has the magic beans to do the job. JA: Michael, that's a cult, that's not a board. If you want to join a cult, good luck. But if you want to be on a board being mesmerized by the CEO is not an excuse. It's never excuse. If you're going to do that, get off the board and go join a cult. AI I think that the gap between a board’s awareness and their ability to do their job in terms of oversight of organizational commitment to AI and , ultimately. risk is huge. I were in a board of an organization in an industry where there were tremendous AI advancements, I would be concerned. In my view, it's really the Wild West if you're a board member trying to manage the organization's use of AI.
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