GCS ON BOARDS

GCson Boards

As efforts to increase diversity on corporate boards intensify, Black general counsel and chief legal officers have an opportunity to be among the top candidates selected to serve as board directors. Frank McCoy looks at why GCs are suited to these roles, and how Black GCs can take advantage of these new opportunities. By Frank McCoy

EXECUTIVE LEADERSHIP

ALTHOUGH PROGRESS IN GETTING BLACK INDIVIDUALS appointed to boards has been sluggish at best, a significant boost in appointments in 2020 and recent pressure from regulators and institutional investors has many hoping for real progress.

BIHC research shows that there were 21 current Black general counsels or chief legal officers serving on boards of Fortune 500 companies in 2021. What is crucial now is examining how that number can be maintained and expanded upon.

Cynthia Lee Dow, an executive search and assessment consultant at Russell Reynolds Associates, says that when

general counsels and chief legal officers are selected to serve on boards, the chosen candidates are often those with the broadest skillset coupled with diversity of background, perspective and experience. Boards are keen to increase their environmental, social and governance (ESG) and diversity, equity and inclusion expertise (DEI), and sometimes will look for general counsels that also have corporate affairs or other types of experience in addition to legal.

“It has been exciting to see greater board of director diversity and to see Black general counsels and chief legal officers gain more opportunities to serve on public boards,” Dow says.

Brian Ellis has been Senior Vice President and General Counsel of the Danaher Corporation since 2016. He was appointed to the board of the Entergy Corporation, an integrated energy company, in 2020. Ellis says Black general counsels possess multiple attributes that are critical on a corporate board. Many Black general counsels have worked in multiple industry sectors and/or at large law firms, or have performed government service. That array of experiences shows depth and breadth and is attractive to most boards.

Black board members also have “the ability to ensure that management lives up to its stated diversity goals and objectives. That’s part of the proper oversight of management, as diversity of the workforce is and likely will continue to be a strategic imperative,” says Ellis.

April Boise is Executive Vice President, Chief Legal Officer at the Eaton Corporation, and advises Eaton’s board and leadership team. She was appointed to the board of Trane Technologies in 2020.

Boise, who has a business degree in accounting and finance, says that general counsels with MBAs may also be seen as board assets and potentially strong candidates for audit committees. She notes that lawyers are known to be logical, strategic thinkers and problem solvers. GCs and CLOs also understand the board directors’ role versus management, which can help communication between the two.

“General counsels have been in boardrooms and committee meeting environments for a very long time – more often than most other corporate executives. These individuals have broad responsibilities and deep knowledge of strategy, enterprise risks and board governance,” explains Boise.

There is no denying the challenges that Black GCs face when stepping into board positions (elsewhere in this report, we look more closely at the different – and often far harsher – expectations Black candidates may face when moving into leadership roles), but pressure for change is mounting.

It has been exciting to see greater board of director diversity and to see Black general counsels and chief legal officers gain more opportunities to serve on public boards” — Cynthia Lee Dow

EXECUTIVE LEADERSHIP The Rise of Black General Counsel on Boards

By Melba Hughes

Gone are the days of considering only friends and colleagues for your board’s open seat. The need to increase diversity in corporate America has forced boards to cast a wider net to find sophisticated leaders who offer new perspectives beyond the traditional profiles of CEOs and CFOs.

General counsel are eminently qualified for board roles, but are often overlooked as ‘just a lawyer.’ But companies are waking up to the idea that lawyers, especially general counsel, are an excellent source of talent. Public companies’ Nominating and Governance committees and CEOs are actively seeking people of color to add diversity to their boards. This means that this is an opportune moment for Black general counsel to move into board roles. WHY GENERAL COUNSEL?

Nominating and Governance committees are typically looking for new directors who have board and leadership experience and are able to think strategically. The general counsel is typically seen as a business partner and the leader of the legal function. But they also serve as advisors and partners to the rest of executive team. General counsel have extraordinary board experience gained from being active in board meetings, seeing a wide range of issues and how to manage them.

Many general counsel went to the best schools and trained in leading law firms. While they started with expertise in one or two areas of the law, as in-house lawyers they broaden their skillsets, develop increasing business acumen and gain a greater understanding of the risk appetite in various companies. They also develop their own leadership styles.

Boards are noticing that the general counsel community is filled with trained talent – and they are impressed by what they see. TRENDS

According to an analysis by ISS Corporate Solutions (ICS), from July 1, 2020, through May 19, 2021, 32% of all newly appointed directors were Black. As of May 19, 2021, Black directors make up 10.6% of S&P500 directorships.

As boards diversify, they are tapping more Black female than male general counsel. Partly this is so companies can address gender and racial diversity at the same time, though Black men should not be overlooked, as there are a number of board-ready Black men general counsel. These lawyer directors are not just bringing visible diversity to the table; they are leveraging their work as an organization’s risk manager and strategic advisor to bring new ideas to the boardroom. GETTING THE FIRST BOARD ROLE

Getting your first board role will always be the most difficult. My biggest tip: Do not overlook your own network. Make it known that you are looking for a board role and enlist the support of board members you know. While search firms play a big part in expanding the pool of candidates for public companies, many boards hire through referrals. There hasn’t been any noticeable slowdown in board recruiting due to Covid-19. Openings are happening, and people are aware of the need to diversify the boardroom. My experience tells me that Black general counsel on boards is a trend that is here to stay.

Melba Hughes is a partner at Major, Lindsey & Africa and the Executive Director of In-House Counsel Recruiting. She is also the National In-House Practice Diversity Leader. Hughes shares her insight into the increasing opportunities for Black general counsel to move into board roles. NAME

Gena Ashe Monica Azare Kamil Ali- Jackson Sharon Barner Paula Boggs April Miller Boise Sharon Bowen Denise Cade Tonit Callaway Pamela Carter Kimberley Chainey Paulette Dodson Sarah Dodds-Brown Sheri Edison Brian Ellis Ken Frazier Maria Green Jason Groves Reggie Hedgebeth Colette Honorable Zabrina Jenkins Jeh Johnson Joia Johnson Nicole Lamb Hale Charisse R. Lille George Madison Tekedra Mawakana Singleton McAllister Teri McClure Ron McCray Cheryl Mills Lanesha Minnix Stacey Mobley Roderick Palmore Richard Parsons Deval Patrick Sandra Phillips Rogers Juliette Pryor Desiree Ralls Morrison Anna Richo Teresa Roseborough Kim Rucker Teresa M. Sebastian Zuhairah Scott Washington Teresa Sebastian Rodney Slater Sherrese M Smith Dierdre Stanley Vanessa Allen Sutherland Deborah H Telman Larry Thompson Leslie Thornton Reginald Turner Kellye Walker Paul Williams Barry Lawson Williams Keith Williamson Ben Wilson Andrea Zopp

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Anterix Board Position Aclaris Therapeutics, Cummins Multiple Boards Eaton Intercontinental Exchange IDEX Borg Warner Multiple Boards Aptor Alight Solutions American Express Amcor Danaher Merck Multiple Boards Medifast The Capital Group Reed Smith Starbucks Paul, Weiss Multiple Boards Cummins CRL Consultants Redwood Trust Waymo Multiple Boards Multiple Boards Multiple Boards Multiple Boards Flowserve HP Multiple Boards Multiple Boards Multiple Boards Toyota North America Albertsons McDonalds Cargill Home Depot Multiple Boards Dominion Asset Group Five Below Multiple Boards Multiple Boards Paul Hastings Estee Lauder Phillips 66 Organon Multiple Boards Multiple Boards Verizon Eastman Chemical Multiple Boards Multiple Boards PPL Beveridge & Diamond World Business Chicago FORMER CURRENT FIRST BOARD 2021 2 3 3+ LEAD

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