We are so excited to share our summer series on the Get Hired Up! podcast with you.
We reviewed and analyzed more than 280 executive CEO and board-level client profiles from large corporations, private equity firms, as well as family offices as they navigate promotions, board appointments, transitions, and start new businesses. We uncover the most pressing questions CEOs have today. These questions are aggregated to protect the confidentiality of our clients.
In episode 39, we discuss independent board of director roles for public and private boards with an emphasis on the private equity sector. For this series, we analyze more than 280 client profiles and scenarios for leaders seeking board appointments, whether you're a CEO seeking your first board appointment in a fortune 500 company.
Or an aspiring director seeking an opportunity to serve in the world of private equity. I think you'll come away with practical considerations for your search. If you're at all curious about your own potential candidacy for a board role, reach out to me at email@example.com.
So, I think that preparing for board interviews for independent directors, there's a few things that are that's really, really important to understand. I think overall, the goal of serving on a public board publicly traded board versus a private board is going to be very different. When you consider that the fortune 500...there's only 500 of those companies on the fortune 500 list. That will likely be a longer game.
If you're just starting out as a CEO, who's seeking a board role, if you are another C-level seeking a board role, or if you are somebody who's seeking a board advisor role. So, the primary difference between a board advisor role and a board member role is one of fiduciary duty. A board advisor is often brought in to dispense strategic advice and tactical advice about how to approach a particular problem where an independent board director has a fiduciary duty and duty of care to the organization and will have voting rights as part of that board.
And the number one (this sounds very basic), but the number one role of a director on a board is to discharge fiduciary duty and duty of care by 1) Ensuring the right management team is in place monitoring the management's activities, such as setting compensation, approving budgets, authorizing M&A transactions, as an example, and 2) approving the strategy for a company.
So I know that you've done some research, Maddison, as we were getting ready for this conversation. Why don't you tell us a little bit about some of the trends that you've uncovered relating to...I believe it was private equity you were looking at.
Sure. I was going through a couple articles by Mckinsey. One of them was talking about the rebound that private markets have seen in 2021. So, this is from McKinsey's private markets annual review for 2022, and it says private markets rebounded in 2021. After a year of pandemic driven turbulence that suppressed fundraising and deal making fundraising climbed to a record of almost 1.2 trillion up by almost 20% over 2020.
Growth was widespread across asset classes and geographies and deal makers were busier than ever deploying more than 3.5 trillion across asset classes.
Furthermore, in another article I read, they said, and this speaks directly to what Maureen was just talking about..."while the fortune global 500 comes first to mind when thinking about the corporate leaders of the economy, private equity firms and their portfolio companies have an outsize ability to influence the status quo of the business community. Globally about 10,000 private equity firms have more than 3.9 trillion in assets under management in north America alone about 4,700 firms own more than 18,800 companies."
So, let's take a moment there to really think about the potential opportunity in the private equity world versus the publicly traded world. There are exponentially more opportunities in the private equity world. I had no idea that those numbers were so big. So it, it reminds me of the hidden job market in the, in a sense, because a lot of these private equity companies are not actively. No, that's not entirely true. There are, there are recruiters who specialize in that type of recruiting specialization.
But when you think about every new portfolio company, every new M and a will require a board, and that board may be a com composition of other board members from the private equity portfolio, holding the private equity company itself will still require outside directors to, you know, help formulate the strategy and integration plan.
So, when we think about targeting boards, the number one strategy, it's no different than any other type of research project for a, a job search or searching for a partner or searching for a company to purchase is really to. To know the industry. What are the trends and the research that you do in preparation for the interview itself, as well as the marketing strategy for seeking a board seat is really around research.
And we've talked a little bit about that before in the last podcast, I think it was podcast number 38. We talked about. CEO interviews and, and strategies for doing so I'll just mention a couple of points in case the listener wants to go back and have a look, but we talked a little bit about physiological and psychological preparation.
And we talked about really knowing the company very, very well inside and out. And one of the strategies that we. Recommend our clients to do is to immerse themselves in the ecosystem of the business, become a customer in the business at the board level. This is still very, very effective because this way you'll get to know, you'll get to know what the gaps are potentially at the customer level.
The other strategy for preparing is to understand the competition in that marketplace. And the more the more research you do, of course, the more prepared you're going to be in a recent conversation I had with Jonathan Bennett, he has just recently joined two boards and he was able to provide us with some, some content about his, his experience going through the interview process.
So how about I share a couple of his, his observations.
Yeah, that'd be great.
So, he said both processes were very similar. They were for our privately privately held companies and they were looking for a very specific area of expertise. And so Jonathan said that. The preparation he put into this board search far surpassed any other type of search that he had done previously for any other type of organization. And he felt that the, the ROI that the return on investment resulted in, in a, in an offer from, from the board. And so he. Suggests doing a really deep dive into things like dark social. So what do we mean by dark social? So dark social is the strategy of, of interacting with your targeted clients, employees.
It could be anyone online. It could be on Facebook. It could be on any, any social media platform, LinkedIn. And Jonathan's point was that he, he read the engagement. Of the organization on these various platforms and in the dark social side of it means that it's not directly attributable in terms of, of tracking. It's not like tracking a, a campaign where you get to count the number of sales that you've got as a result of a campaign. This is a little bit more qualitative, but the qualitative part of it is so insightful because it gives. It gives the observer an opportunity to learn about what some of the types of interactions are between. Let's just say, for example, Glassdoor and employees, or Facebook on Facebook groups or open forums where people are communicating. Mm. Yeah. And he was able to, he was able to determine trends and he was able to identify gaps in potential gaps in, in the organization's various strategies. And he used that information and that deep, deep research primary research that he did to inform the questions and the answers that he gave during the interview.
One of the key considerations for anyone listening here today, whether you're targeting a fortune 500, a fortune 1000, whether you're targeting a private equity portfolio company is understanding your reason, your reason why story. Why do you want to serve the board?
According to Beverly Behan (Beverly Behan is a one of our colleagues and friends)—She's written the book called new CEOs and boards, how to build a great board relationship and a great board. She talks about the fact that most directors on boards today are not driven by financial motivation. They want to make sure that the company that they're serving.
Be successful because remember most successful people don't want to be associated with anything that's going to fail.And so, so that's going to be one of the questions that any board is going to any nominating on governance committee is going to ask you the chairman or the chairperson that the board is going to ask you.
Why do you want to be a part of our board? And I know Jonathan did an excellent job of answering that question because his background coalesced very nicely and dovetailed very nicely with these, these, these two particular companies whose whose boards he just recently joined. And so knowing that having the preparation, the deep preparation, knowing the values of the board, do the values of the board and the company align with your own.
We just recently had a conversation with a company in California, Maddie, where we had a discovery call and it was very clear to me that our values were not aligned. Would you agree?
Yeah, I would agree. I would agree. And that's okay. But knowing that they aren't aligned through the due diligence that you do is going to save everybody time. And that's very important.
Absolutely. And once an offer is presented the due diligence that you will do when you receive the offer. And that will be very helpful in determining and helping you make that decision. And we, we're going to have a, a session on job offer board offer due diligence later on in this series. And we dig really deep in terms of, of how do we evaluate the offer? How do we know that this is going to be a good experience for us? How do we know what we're getting into? How are we informed? So a few other considerations for your board research. When we consider serving on a board, it's important to consider all of the constituents of that board, making sure that we understand who they are. Understand who the major shareholders are because that can have a major impact on how strategy is, is deployed in an organization. A lot of a lot of candidates will approach the board interview and the selection process. In a very logical and a very factual way. And while, you know, the metrics are important while, you know, understanding that the, the market segment is important.
It's also important to understand whether you will align with the board as a whole. And that doesn't mean that you have to be everyone's friend, but it is important to understand, you know, Who is on the board and what their functional area of expertise is. And I say that because one of the, the big questions that comes up in, in board candidacy in inter interviews are gaps on the board.
So, how do we identify what gaps the board has and are you the right solution for the board in terms of, of that gap? And that can be a very helpful question to, to ask the interviewers as you're, as you're going along. It's also important to understand what types of decisions and what types of knowledge you're going to need to have at a basic level.
You know, you may have an expertise in cyber security. For example, you also need to be able to read a balance sheet, cash flow statements, and really understand the financials of an organization because whether an acquisition is approved, you'll need to be able to follow along with the CFO and with the finance committee to make sure that you're able to make an informed decision on that type of a process.
Right. And with that, I'd love to pose a question here. So in determining gaps in a company and so that a board can observe them effectively and you know, tackle them, is it in the best interest of a board to bring on an external CEO? And what I mean by external CEO is maybe, you know, they have all of the experience in terms of, you know, they have the management experience, they have all the different things that you sort of spoke to earlier within their own organization...but it's a very different industry or it's a different size, or there's just pretty big differences between the board that that CEO might be serving versus the company that they are within.
That's a really good question. And I think it is very strategic of organizations to have an outside independent director who is a, a current CEO or who has had CEO experience on the board from an operational perspective.
Not everyone on the board will. Being a CEO potentially, except for the, the sitting CEO. Of course it's important because that way the, the CEO, the independent director who has been a CEO can give a unique perspective on the strategy on the business plan. On the integration or perhaps they're opening up a new vertical they're going into a new market.
And maybe the CEO has had experience launching in Brazil, for example, or Venezuela, or, you know, a foreign market that has a completely different geopolitical construct than here in north America, where most of our clients are located an additional benefit for And this is from a slightly different perspective, but Beverly bay also says that outside sitting CEOs are able to add value in the way I just described, but also they're able to leverage that experience in their own organizations and be a better resource to their own boards of directors. And I think a lot of people forget that the CEO and the board work very closely together to ensure the operations of the organization are discharged appropriately. And that risk is mitigated. And I think mitigating risk by having. Multiple perspectives is a very smart idea and one that most boards try to emulate. And I think our, our, our friend and colleague Jonathan served as that gap on the board because of the specific expertise he had in a particular market, even though he didn't have direct industry experience in this particular vertical, which was financial services, his background was in hospital administration and entrepreneurship and so forth. But he has a unique perspective that the board really values. And one of the differentiators for him, he had not been accustomed to this type of an approach to the interview is that it was a very genuine person to person conversation he had with the current board chair, with the chair of the nominating and governance committee.
And I think he interviewed with four people altogether on that board. And. He did mention to them that he asked them if, if they had any questions relating to his board education with his previous business experience. And they felt that his credentials were certainly fortified because of the marketing documents that they had received. And as a result of that, they felt that they didn't need to go into that type of detail. They wanted to go into more of the particular business challenges they were facing in the moment. And I think that that was a great way for him to demonstrate his value proposition, because he was able to, I would say, Act as a board member in the job interview process and, and, and demonstrate and educate the interviewers on his ability to discharge his fiduciary duty and duty of care and his, his specific area of expertise.
And so that kind of leads me into my next question. So, a question we may have from the audience is...there's a lot of similarities between the interview process with, you know, like a C-level position versus a board position. Do you need to have a separate resume and bio when applying to boards?
And what do you think the major difference would be amongst your resume and amongst your bio and the difference between applying for a board position versus again, maybe like a CEO position or a C-suite position?
There are so many varying opinions on this topic and like any other subjective marketing material, you're going to get a whole menu of opinions on, on what is appropriate. I think at a C-level, CEO, and just C-level really focusing on the operational metrics of the organization is going to be appropriate with a board level resume. It's a little bit different because they are different functions. So again, know your audience. So, if you're a CEO applying for a, for a board position, you're going to be looking at things like market facing changes you've made.
Perhaps you've taken a product into a new country. Perhaps you've worked internationally during a difficult political situation. Perhaps you have managed or mitigated a major crisis. And we know here in this country that we've had a major interruption of service. And I won't, I won't say what it was, but somebody who was able to effectively manage a major crisis, keeping the company, you know safe and, and mitigating risk is a board level competence that is required managing major integrations of two massive organizations. The ability to bring a. Let's just say to 900 million companies together managing the integration.
Although there is an operational obviously component to that, there is the, the strategic. Application of principles and regulations and, and things like that that have to be managed at the board level. So the, the resume, the bio potentially their LinkedIn profile will point to some of these more strategic and higher level decision making.
One of the major functions of a board in discharging, their fiduciary duty is mitigating and managing risk. So you can imagine an organization that has had a data breach, for example, and we hear this all of the time, you know, being able to help the CEO navigate the nuances and the complexities of public scrutiny through a media strategy. For example, being able to navigate the complexities of a board that may disagree on a key topic. So conflict management, you know, negotiation, those types of things are very, very important to a board from a financial perspective, helping an organization drive organic top line growth is very important.
So, someone who has had that experience and can evaluate growth opportunities in, in a particular market playing a key role in optimizing P and L for example. Successful utilization of tools and systems. So helping an organization make decisions on capital projects, multimillion dollar projects, multimillion dollar tools, and systems that help to protect systems of the organization, the dig digitization, it systems that type of thing.
You've often heard that your network is your net worth at a board level, the relationships that you have developed during your career, by the time you get to serve on a board, you're likely, I'm guessing in your early forties and upward, and by then, you've established a robust contact list of people in other industries.
And what do you think that might do for a board director or an organization overall?
I think it would just help with their brand reputation. And their visibility.
I think that's true. I think that's true. I've often worked with people whose boards wanted their CEOs and other C levels on other boards. For that very reason, they've gone through a new branding and they want to raise their visibility. I also think of it too, as an opportunity to open doors, to expertise. That you may not otherwise have. I can think of a really good example. We have a, a client who was doing some work in south America and he had relationships with some of the regulatory authorities in that country. Because of the, the work he was doing in that country, his company was doing. And in fact, this gentleman had done work, I think in 52 different countries. And because he knew the regulatory landscape, the permits that were required for construction and things like that, he was a very, very valuable resource to the board because they were able to save time valuable time by Having access to these regulatory experts in these different countries so that they could make their decisions quicker or make decisions in a different way and simply to help with the, you know, the efficacy of decision making.
Right. That's so interesting. Have you heard of any pushback from companies being hesitant on having their CEO serve an external board? Like anything to do with confidentiality or maybe, you know, they just are concerned...
Right, right, right. Oftentimes boards of directors do encourage their CEO to be on another board. I think it's really important that if you are AC level and you want to serve on a board, number one, know why you want to do that? Secondarily, let your boss know. If you report to a CEO, let the CEO know that you're interested in serving on a board and why and how that board service is going to benefit them.
I think that's a great place to start. If you're interested in serving on a board, you're not quite sure how to go about it, a lot of board candidates will have served on non-profit boards. That's a great way to start. That's not what we're talking about today. My expertise is not in this area, but lots of, lots of executives do start there.
If you're going to start there, I recommend looking at a board where there is a gap that you can fill. And in that way, you're going to be far more effective than just sitting on a board. So so going back to your question oftentimes when there's been a, a new acquisition of a major client, when, and they're now moving maybe into a different industry, there's been a rebranding, that type of thing.
Often boards will want their CEOs on other boards to attract investors, to raise brand awareness, to get insights and experience that might be very beneficial to their own company.
It's like a win-win win. It's a win for the CEO, it's a win for their company, and it's a win for the board that they might be serving as an external board member, which is great.
It's an educational experience for both (to your point), the board that brings on an external CEO, there's gaps that need to be filled. They need an objective opinion. So they'll be able to gain that expertise and experience from the CEO. But then it's also important for the CEO and there's educational benefit there for them and by extension their company.
My next question is...so, let's say that we have somebody who is interested in serving a board, a particular board and they've begun their due diligence process. What does it look like for them to approach that opportunity? I imagine it's similar to other C-suite opportunities in the sense that you don't want to rely just on job boards for these kinds of things. What can you do to help yourself get in front of a board panel, an interview process with.
Mm right. There's all kinds of ways. And I think, I think that the most effective way is to leverage your network. So, you know, if you have a contact list, that's at least 200 people and letting people know that you want to serve on a board and specifically what your area of expertise is.
And I'd love to kind of nudge my way into signature stories in this way. Right. So signature stories are stories that we're going to tell. I like to have between three and five where, you know, in which the candidate is able, and Jonathan talked about this as well, where you're able to very succinctly and tightly tell a story that's based on your experience that has had a very positive outcome, and that has addressed a particular gap that this particular board might be facing.
And I think of a a gentleman I know who is a lawyer and he became an expert in privacy law and then went on to become a media. He was the go-to person for media, for privacy when there was a privacy breach. And he's often interviewed in the media, people know who he is, and he's really raised his visibility around this particular area of expertise. He speaks on it. We talked about this before, in terms of we just wrote a blog on this and about raising your visibility through speaking and writing. And I think it's no different when you're on a board because if you Are known as maybe the cyber security person who has a particular area of expertise in data centers, for example...well, if you're a telecommunications company or any large technology company that relies on data centers for delivering services to customers, you know, You're going to be on the radar for, for boards and nominating committees because they know that you are, have this area of expertise. So I think it's a matter, it's a multi-pronged marketing strategy, I think for getting in front of boards.
And of course there are recruiters in the marketplace that specialize in this area as well. So getting to know our recruiter. Who specializes in the area that you want to serve is a great way to get known among the recruiter population for board opportunities. And again, it's a bit of a long game. It's not going to happen overnight. I think knowing what you want knowing the types of boards that you feel, you know, that you're the best fit for you know, it's, it's no different than doing the. The research and preparation for, for any other type of opportunity, except at the board level, as I've just mentioned, it's going to be less on operations and more and more focused on your signature stories are going to be focused more on the more strategic level.
So, maybe you were able to guide a decision around a purchase of a division of a company. And you've been through that process. Well boards who are in growth mode by acquisition would benefit from your expertise if you've had that before.
And so, those signature stories on your resume and your board bio can really peak the interest of the nominating committee when they see those things. And especially if you've been able to deliver a keynote presentation or maybe your you've written a white paper or, or that type of thing, those things can be very, very good lead generation sources for boards looking for that particular area of expertise.
Yeah, definitely. And I think people shouldn't be afraid to also market themselves in the right spaces. Like you're saying, you know, at conferences or keynote speech events but also on LinkedIn. So, you know, as you grow your network, sharing some marketing around what you've done and what your expertise is on...I think some people get a little uncomfortable talking about themselves in social media spaces, but it can be very beneficial because certainly the same due diligence that you're doing on a company that you're pursuing, they're doing due diligence on prospective board members or employees. So, they may look at your LinkedIn profile and if they see, you know, some of the signature stories that you'd be sharing and they line up, maybe it's even post-interview that they're doing this due diligence on you and they line up with what you've discussed in the interview. Then that's gonna look really good for you.
And also this kind of ties in the dark social that we were talking about earlier, so we can speak to the dark social digital visibility campaign strategy. Mm-hmm because we we've done that ourselves with our mm-hmm with our clients. So we had a recent client, we ran a dark social, digital visibility campaign for her, and we were able to increase her engagement with targeted audiences by 31% resulting in her connectivity within 15 new organizations.
Right. Right. So LinkedIn is definitely a very valuable asset for any board candidate having a targeted focus, a tight story, really, really helpful. So really, I guess when it comes to board interviews, it's really no different, is it. It really is no different. It's the preparation. It's the research. It's the knowledge. It is understanding the, the industry, understanding the ecosystem, understanding the audience. So while the content is going to change, At the sea level and below is going to be more operational at the sea level and above, because as that, the CEO will be sitting on the board, we're going to be looking at more things like media experience and your experience with lobbyists, with industry regulators, with investors, with, you know, understanding shareholder relationships, shareholder interactions, investor relations...again that really, really high level networking.
So, oftentimes I've seen candidates go into interviews where they will talk about, you know, a. A customer, they'll talk about an industry in very generic terms or generalized terms. And what I recommend is making sure that you communicate the actual chair of the nominating committee or chair of the audit committee, the chairman of the board understands that you have a relationship with a key prospective supplier or a key prospective customer. All of a sudden you're going to be demonstrating your value in a very strategic way. Don't you think? Oh, yeah, definitely. And my next point is one of humility. This is what I see all of the time. And I've been doing this for nearly 12 years. So I see highly qualified candidates at the CEO level, the board level, the board advisor level, etc. overlook critical relationships that they currently...here's an example. I know someone who we just mentioned him a little bit before who had this relationship with government regulators in Venezuela and Brazil, and he hadn't thought of creating a signature story for his resume and for the inter interviews that he was having in networking conversations around the fact that he had relationships with regulators in, I think, I think it was 52 different countries. And these were relationships that he had developed over his entire career in his industry. He hadn't thought to formulate a metric around that or to even express it or to share it because it become, had become part of his DNA, part of his brand. That was a critical. Asset for him because the company he was interviewing with on the board was expanding into south America.
So, another recommendation is to take a complete inventory of all of the relationships that you have, all of the stories and, and metrics. At a very strategic level, we had one gentleman who had affected. A 500 million financial transaction. I won't say what it is, but for the first time in that particular country in more than three decades, it was a historical moment for both the country and for this, this CEO at the time. And because he had this experience, he was able to leverage, leverage this at the board level. As an independent director for a group that was doing some expansion internationally. So, you know, it's thinking about your value proposition in many, many different ways, that maybe you had not considered before.
And Jonathan Bennett did say that. The really significant focus on the packaging. He called it packaging was really, he felt critical to his success getting the job offer. And as a result, he's doing really well on these two boards, he's really enjoying it. And he feels that he will be able to make a positive contribution, not just to the board at the board level, but to the, the various stakeholders within the entire business ecosystem, including the customers of this financial services organization
Amazing. Maureen, I know that our listeners are probably curious about board compensation...
Yes, absolutely. And it is as complicated as it is broad and deep. I mean, there are so many different variations. There's equity, there's base compensation, there's equity only, there's base compensation only. There are many different compensation formulas that organizations use to compensate. Their board members, generally speaking, it is an established process. And oftentimes the compensation committee will have a consultant that they have on hand who will do evaluations of compensation models in, in various capacities.
And in various ways, equity of course, is a, you know, you're going to get the payout at the end. Once certain milestones are reached other organizations to have a, a compensation. Cash compensation. Only what we're seeing is, is compensation anywhere between $40,000 a year compensation up to about $215,000 per year, depending on the, the, the size of the organization and the type of, of board, whether it's a private board, whether it's a publicly traded board, that type of thing.
So it is a very, very complicated topic. And much of it depends on industry and, and all of those types of things, but that is generally the range and many boards will meet quarterly. Some boards meet monthly. And really, as you consider taking on a board role, it's important to understand and to consider whether you have time and energy enough to be a positive contributor to the board, but we will come back to this.
There are our resources available for that, compensation consultants and agencies and, consulting firms who do this type of expertise. And so we'll dig into this a little bit deeper on another episode, but that's generally the range people can expect in terms of of compensation.
So, we're coming towards the end of our conversation today. And I just wanted to invite you Maureen, to share any additional tips that you might have with our listeners.
There is one other strategy you can use to attract your first board opportunity. It's not always a paid opportunity. Often expenses are paid, many state run. And provincially run organizations will have a board that is comprised of, of a number of, of public representatives. And so oftentimes I'll just use this as an example, because I'm familiar with it. There might be a a bar association in your. State and they will have a board and they will want constituents obviously from the legal community, but they'll also be looking for public representatives to serve the board, to give the public's perspective on the, the various programs. And if they are regulated, they will be responsible with discharging their regulations relating to the specific legislation in that state or that province for that particular profession, for example. So the medical association, dental association, any of the regulatory bodies that, that regulate those professions. And so oftentimes you can serve as a member, a public representative. On the board and offer your expertise as a public representative. It really is a very good way to raise visibility. It's a great way to raise your brand to build relationships and also a way to give back to society in general, because you're helping organizations discharge the regulations dnder their specific legislation for a province or a state.
That is great advice. Coming to the end of our conversation today, we would like to invite anybody listening to ask us any questions about the topic that we discussed today and/or we invite you to ask any questions about compensation that you might have so that we can answer those in our next session.
Absolutely. And even though this is designed to be an evergreen recording...we ask all of the time for questions that will inform future episodes of the show. And so even though this may be an older show, by the time you listen to it, please feel free to reach out to Maureen@westgatecareercoaching.com. if you have any questions relating to this specific topic and we'll make sure we include it in a future future episodes.
Yeah. Wonderful. Okay and thank you so much, Maureen, for joining me again on this series by Westgate and I look forward to interviewing you on our next session.
Thank you, Maddison—I enjoyed our conversation.