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How to Become a Board Member: A Guide for GCs and CLOs
By BOB BARKER
A general counsel or a chief legal officer faces several challenges if they want to become a board member. First of all, there are a limited number of seats available. Plus, turnover is limited since many board members serve long tenures. Then there’s the anti-lawyer bias regarding the professional capabilities deemed most suitable for board roles.
It’s getting even tougher to gain a coveted board seat because the stakes for companies are rising significantly. “The demand for accountability at the board level, the visibility of who the board is, and what the board is doing, has changed dramatically,” says Laura Schumacher, a board member at General Dynamics and CrowdStrike. “Each board member needs to possess a basket of skills and experiences that advantages the whole company.”
Notwithstanding the struggle behind landing one of these positions, there are major career-boosting benefits of board participation. These advantages include increased business acumen, strategic influence, an enhanced professional reputation, and higher compensation and career advancement opportunities.
There are no secrets to landing a board position, as Kristin Campbell, a board member for Regency Centers and The ODP Corporation (Office Depot/ OfficeMax), explains: “There is no set recipe, and everyone has their own story on how they secured a board position. Your journey should always start by asking, ‘Do I really want to do this?’ Because it’s always a lot of work, and not for everyone.”
Shumacher, Campbell and other long-serving board members at respected companies dispensed advice at a BarkerGilmore event earlier this year entitled “How GCs Create Value in the Boardroom.” Here are some of the highlights:
FIRST CONSIDER WHETHER BOARD SERVICE IS RIGHT FOR YOU.
Examine whether you have the right temperament to serve as a board member. “If you’re someone who likes to get involved in tactics and dayto-day operational decision-making, then board participation may not be right for you,” according to Campbell. “Conversely, if you’re more effective playing an active observer role, with your ‘nose in and fingers out,’ then you’re an appropriate candidate.”
COMPANIES ARE OPEN TO GCS AND CLOS AS BOARD MEMBERS.
Increasingly, intelligent boards want a diverse group of smart people around the table. They want candidates with proven experience in business strategy, risk/crisis management, leadership ability, personal gravitas, and a reputation as a team player.
Your success in bucking any sentiment against lawyers on boards involves how well you position yourself as an executive who can speak broadly and knowledgeably about market challenges and opportunities, the company’s strategic options, effective workforce management solutions, and other board-level concerns.
Cindie Jamison, who chairs the boards of Darden Restaurants, Inc. and Big Lots, Inc., and serves as a director for The ODP Corporation, notes: “Some lawyers do bring strategic thinking to boards, but I’ve experienced it with CFOs as well, where they can get down too deeply in the weeds. It’s a landmine that needs to be avoided. When interviewing for a board position, your answers need to be very strategic, based on a multi-faceted perspective involving the entire company, and not focused exclusively on legal issues and risks. That can be a deal-breaker for candidates.”
PRIVATE COMPANY EXPERIENCE CAN BE OF VALUE, IF IT’S PROPERLY POSITIONED.
Private companies can provide significant opportunities to GCs who aspire to sit on corporate boards. Similar to the board members of public companies, board members at private companies deliver strategic and operational oversight, and leadership skills.
Start your search for a private company board position by identifying specific private companies – in terms of their industry, size, and complexity – that will give you experience directly relevant to the public companies on your wish list. Look for private companies that have influential directors who sit on multiple boards. A private company board position is an opportunity to build your reputation as a director who is proactive in addressing both risks and opportunities.
A COMPANY’S DIVERSITY GOALS CAN BE AN OBSTACLE TO A BOARD POSITION.
For a host of reasons, over the past few years many boards made diversity a board search priority. However, that pendulum has swung back a bit, and board selection criteria now reflects a more balanced perspective. Regardless of your diversity status, you should always lead with your business-based value proposition when seeking a board position. Companies are still seeking boardroom diversity, but candidates with a well-rounded resume of experience, and a track record of relevant success, are always more likely to be offered board positions.
EXPERIENCE IN SPECIFIC DISCIPLINES CAN PROVIDE COMPETITIVE ADVANTAGE.
Some corporate functions — including finance and accounting, digital transformation, profit and loss responsibilities, human capital management — are considered necessary components of a wellrounded board. However, some companies are seeking more specific areas of high-demand expertise in areas like cybersecurity and data privacy, artificial intelligence, and digital marketing. If your legal career has provided experience in those areas, that experience might help you land a board position.
NETWORKING IS THE KEY TO SECURING A BOARD SEAT.
Aspiring board members can be reluctant to promote their availability. This stems from a fear of appearing overly aggressive. But it’s important to remember that most director candidates are identified by word of mouth — with referrals from current directors. If you’re reluctant to conduct your own networking campaign, it will be difficult for you to acquire a board seat.
Your networking should start with directors and senior corporate officers at your own company. Include a broad range of corporate influencers, such as outside counsel, audit partners at accounting firms, investment and commercial bankers, venture capitalists, board advisors, and senior corporate officers. Your goal is to be referred to a key decision-maker, such as a board chair, a nominating / governance committee head, or a CEO.
If you decide to work with executive recruiters who specialize in board searches, be prepared to identify the types of companies where you can add value, and to provide a precise rationale for why you’re a viable candidate to become a board member.
FIND SOME WAY TO GET YOURSELF INTO A BOARD ROOM.
If you are the company’s GC, seek opportunities to showcase your expertise to the board or board committees on topics other than legal issues. Again, your goal is to shape your image—not as a skilled attorney—but as a knowledgeable, strategic advisor who happens to be an attorney.
“If you’re not the company GC, you can ask to be part of some conversations or presentations occasionally to get yourself into the board room,” explains Campbell. “When you’ll have the opportunity to observe and be seen by board members, and to gain a firsthand understanding of board dynamics.”
