April 2022

Featured Director of the Month: Alice Schroeder

Alice Schroeder Scaled

Alice serves on the board of directors for Prudential plc, HSBC North America Holdings, RefleXion Medical, Natus Medical Inc., Carbon Streaming Corporation, Westland Insurance. She previously served on the board of directors for Bank of America Merrill Lynch International, Quorum Health Corporation, Cetera Financial Group.


1.    What is the key to being a successful director?

Boiled down to its essence the job of the director is to continually ask, Do we have the right CEO? This requires a mix of skills and backgrounds, including broad-based business experience to give perspective, a thorough understanding of the company gained without being intrusive (“nose in, fingers out”), the ability to coach and mentor management while holding them accountable, accepting and encouraging calculated business risk-taking, tolerance of reasonable failures coupled with the wisdom to know when failure should no longer be tolerated, and courage to act decisively when new leadership is required. This latter point is most important, because who sits in the CEO chair is make-or-break. Many board members will privately confess that “we waited too long to make a change” and that is human nature.

2.    What has been your most rewarding experience as a director?

Mentoring employees and working with companies as they implement ESG, culture journeys and employee engagement initiatives. I really enjoy working with individual employees, as well as doing town halls and smaller events.

3.    What piece of advice would you give to those looking to land their first board seat?

If you are still working full-time, negotiate with your employer to allow you to serve on a board before you retire or step down. It is easier to interview for boards as a working executive, as long as you have thought through the time commitment carefully and have a plan to manage it. Otherwise, consider private equity-backed companies that are not in a pre-IPO status and look for those that closely fit your skills and experience. Use your network to reach out to the management or PE firm. These companies’ owners are most concerned with the substance you can bring to the table, and less concerned with titles, age, and how your bio will read in a proxy statement.

4.    What changes do you anticipate seeing in the boardroom in the next five years?

I believe the trend toward separate ESG (or Sustainability) committees will accelerate, because boards are finding that this work needs more focus than the Nom/Gov and Audit committees can provide and the standards continue to rise and likely that will not change. The arrival of Zoom and other technologies during the pandemic also has revolutionized the board world and I expect the trend toward more frequent meetings will evolve into a continuous cadence so that in five years, “quarterly” style meetings will fill a different purpose, perhaps for deeper face-to-face strategic engagement, using interim updates, short online administrative work sessions, extra committee meetings, and more frequent director education by Zoom to replace much of what currently fills the quarterly agenda. I welcome de-cluttering the quarterly agenda, especially of box-ticking tasks, and hope this trend continues. These extra meetings and rising workload do imply further professionalization of the role of board members. I also hope the regulators and proxy advisors will take a more sensible approach to understanding how professional portfolio board members actually manage their workloads, and eliminate arbitrary standards like the three-audit-committee rule (which limits those with audit expertise to a 50% workload, while allowing all other board members to work essentially full-time).

March 2022

Featured Director of the Month: Jan Babiak

Jan Babiak Scaled

Jan serves on the board of directors for Walgreens Boots Alliance, Inc., Bank of Montreal, and Euromoney Institutional Investors plc.  She previously served on the board of directors for Logica plc, Royal Mail plc, and GlobalLogic.

1.) What is the key to being a successful director? 

Begin by recognizing that there is no one ‘master key’ to success as a director.  One needs many ‘keys’ depending on the board, the issue, the sector, the market, management, the culture, fellow board members, the director’s role on the board (e.g. committee chair, lead director) and more.   

 Successful board members are fully committed to their role and, depending on the situation, will apply different levels and styles of engagement and challenge while constantly drawing on their experience, knowledge, network, curiosity, wisdom, discernment, and ability to be agile.   

 Importantly, this requires board members to have the courage to speak up and not ‘go along to get along’ when substantial issues arise. Of course, they should make sure they exercise diplomacy and respect to management and other board members when doing so and that they consider carefully the best time and format to raise an issue.  It is equally important to know when to listen and support rather than disrupt for trivial reasons or for the sake of disruption. 

 2.) What has been your most rewarding experience as a director? 

 Every rewarding experience across my entire career links back to those occasions where I have made a contribution that helps an individual or company achieve its potential—often when they did not recognize that potential in themselves.  It is those situations that I cherish more than the amazing deals and great financial results along the way. 

3.) What piece of advice would you give to those looking to land their first board seat? 

 First, accept that it is a very competitive space with many more talented director candidates than positions and this is true for diverse candidates as well as less diverse candidates.  An important differentiator between those that find board roles and those that do not is having a search plan and persevering even when faced with disappointment along the way.   

 It is easy and even common to get discouraged when looking for board roles.  Remember, anyone that is qualified to be on a corporate board probably has been a top performer across all or most of their career and historically have been recruited or promoted with little effort other than doing their job well.  So, doing a search, even interviewing, and maturely accepting rejection (or being ghosted) without being deterred requires muscles not used in years or decades, if ever. 

 Another point to recognize when pursuing a board role is the composition of a given board is as important as the qualifications of any one candidate.  I sometimes point out that a baseball team with a strong pitcher but lacking in good batters will recruit a good or even slightly above average batter to the team over the world’s best pitcher.  Similarly, an individual may be the best candidate for a board if the board was starting from a blank slate (which is rare) but not the best candidate to complement the existing board composition.  Too often candidates take it personally or assume they did something wrong when the decision had nothing to do with them. 

4.) What changes do you anticipate seeing in the boardroom in the next five years? 

This depends on the boardroom and where its governance is today, which can be anywhere from dysfunctional to high performing.  The former may not change at all and the latter are likely to focus on continuous improvement.    

Regardless, with increased interest from investors, employees, customers, regulators, and other stakeholders, most boards will evolve and some even revolutionize their oversight of ESG over the next few years. I also would expect to see continued emphasis on oversight around digital transformation and cyber threats.    

This doesn’t mean boards need to have ‘specialist one trick ponies’ in these evolving areas ‘on the board’ as board members need to be able to make a substantial contribution to a wide number of board level agenda items at any given board meeting.  However, it does mean board members need to invest significant time in their own education in these rapidly evolving areas and they must insist that specialists are regularly ‘in the boardroom’ engaging with the board and/or its Committees on those subjects.

February 2022

Featured Director of the Month: Teresa Deluca MD MBA

De Luca Scaled

Teresa serves on the board of directors for Surgery Partners [NASDAQ:SGRY] and 180 Life Sciences [NASDAQ:ATNF]. She previously served on the board of directors for NorthBud [CSX:NBUD] first as a private company and then through the IPO.

1.)    What is the key to being a successful director?

I believe there are two key elements to be a successful director. First, you need to remember that board service is not a full-time job but is a full time commitment. A commitment that you must be prepared to honor and place as a top priority. You also need to recognize that you are there to guide, advise and work with the executive team. But you are not a member of the management team. And second you need to build trust with both your fellow board members as well as the executive team. This will allow more productive conversation, even if and often when it includes disagreements. Conflicts, done respectfully, will lead to a rich discussion and better visibility to potential issues and successful results.

2.)    What has been your most rewarding experience as a director?

Being a healthcare company board member during the pandemic was extremely challenging. The board meet with weekly with executive management so urgent matters didn’t become emergencies.  A tremendous amount of collaboration occurred in a very short period of time. Decisions, although not easy, were made with confidence because a high level of trust developed between both board members and the management teams.

3.)    What piece of advice would you give to those looking to land their first board seat?

Let’s start with the obvious; Network: let both your professional and personal network know you are interested in public board service. Then do a serious deep personal dive into your skill set.  Your professional experiences will be a key reason you are invited to join a board but I strongly recommend you maintain your subject matter expertise and continue to refresh your industry knowledge.  Whatever your core competency is, continue to place a renewed focus on corporate governance education.   Keep up to date on current issues that boards face (think succession planning in the era of great resignations).  Absent prior board experience, engage with in-person and/or distant learning provide a base of board related knowledge to help you differentiate from other board candidates as well as to learn to work prospective board members.

4.)    What changes do you anticipate seeing in the boardroom in the next five years?

Going forward, I see more rather than less board related work issues.  Time management will be crucial as there will be less “time between board meeting”. The pandemic forced boards to become more agile, develop multiple contingency plans and make decisions with sometimes limited information.  And for those companies that survived, this worked for the most part.  As with most things, changes is a constant and meetings will continue to be on Zoom.  However, there is still the need for “in person” meetings, seeing “eyeball to eyeball” which is essential to build collegiality and consensus.