August 2022

Featured Directors of the Month: Lynda Kahari

Lynda Kahari

LYNDA KAHARI is a respected, experienced, and results-driven financial services executive and board member with multi-national experience. She is known for her innovative approaches to problem solving and for her inspirational operating and strategic leadership. Her 20 years of experience in financial institutions operating in several different markets in Africa and Asia Pacific have given her a diverse background and exposure that provide a valuable perspective as an executive and in the board room.

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

Being a director is a huge responsibility that requires an agile mindset together with the ability to constructively challenge and ask questions that encourage different thinking and perspectives. This requires that you get tremendously knowledgeable about the activities of the institution on which you have been entrusted with fiduciary duties. I believe knowledge and the ability to gather and synthesize information is key to being a successful director.

Preparation for board and shareholder/stakeholder engagements is paramount and will require setting aside considerable time to go through current and past documentation to glean the direction in which as a collective you are going. As a holder of two masters degrees, a board director should be research and analytically oriented in order to prepare for such engagements.  A well-prepared board member brings value to the board and influences the organisation’s performance.

A successful Director needs to navigate today whilst peering into the future, at the same time holding management to high standards. The adage “you can’t manage that which you cannot measure” I believe to be relevant in today’s world as at any other time. A board member must understand metrics and be able to interpret the same into a meaning picture of what is going on in the institutions they are entrusted to shepherd. The Director is required to be fearless in their engagement with other board members and management whilst expressing their viewpoint in a congenial manner.

The qualities of understanding another and empathizing with their viewpoint enhances the chances of success, after all these are human interactions and when human combine their talents, progress is inevitable. Therefore, the key to success can be summarized as resilience, courage, commitment and flexibility.

2.    What has been your most rewarding experience as a director?
As an alternate Independent Director for a development-oriented trade and investment financial institution, the reward comes in the form of the outcomes the institution participates in and attaining profitably. With the challenge of balancing desired outcomes and probability, every time the institution reports yet another successful year in its mission, I feel a sense of fulfilment that, in a small way, I am part of the team’s success.
On the other hand, the interactions with the executives and the discussions that we share regarding the business goals and how they could be achieved, yet again brings a sense of a mission that rewards the soul.

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

Make a conscious decision and do not take the role of director lightly, be prepared and learn through institutions such as ACCD, who offer invaluable training. Become a member of the community and understand contemporary issues relating to governance, strategy, compliance, and risk issues. Network, raise your hand that you are willing to serve in the capacity of a director. Be knowledgeable, seek knowledge perennially and ready yourself.

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

Whilst great strides have been made to increase gender diversity in the boardroom, there is still room for improvement. However, I think ESG issues will continue to be topical as the world tries to cope with the drastic environmental changes impacting health and potentially ability to feed the world population.

In the next five years millennial generation will be taking their seats in many boardrooms across the world, bringing with them their values and what they care most about. With the help of artificial intelligence, technology will transform boardrooms into data driven decision making spaces, with members having real-time information on their fingertips in the form of connected gadgets speaking with the outside world in real time. Technology will have a transformative impact on boardroom as it has over the past 20 years. It is already becoming a fast-paced workspace the boardroom; this will continue to accelerate putting greater pressure on directors to be agile and to keep pace. The challenge is to remain relevant; we are at the cusp of a great transformation in society and business. The multitude of changes are converging to create a new reality, what that is, we are only beginning to evaluate. Boardrooms will be different in the near future, and we must both accept and welcome the change.

July 2022

Featured Director of the Month: Johnnie Johnson

Johnnie Johnson2

Johnnie is currently serving as the Chief Operating Officer for Renewable Energy Aggregators, Inc.

1. What has been one of your most valuable leadership lessons from your past experience that you will take into a corporate board setting? 

A valuable leadership lesson I would bring to a corporate board setting is that the most successful organizations not only compete in complex and dynamic environments, they thrive in them.  Over a long military career, I have had the distinct privilege of leading multiple large multi-functional organizations.  I learned over the years that successful leaders never lost sight of the importance of human capital, and constantly focused on recruiting and retaining talent, developing and educating leaders, inspiring members of the team to exceed standards, rewarding innovative thinking, ensuring the ranks were diverse and inclusive, and acknowledging the contributions of every member of the team, just to name a few.  Similarly, human capital is a core asset of every business and must be carefully managed as part of the company’s Economic, Social, and Governance (ESG) framework.  As a board member, I would bring this valuable lesson, among numerous others, to a corporate board setting.

2. What sparked your interest in joining a public company board?

 My interest to join a public company board was sparked by a strong desire to continue making meaningful contributions to the success of organizations.  As a former senior military leader, leading multi-functional organizations in global missions and serving on several 4-star level (enterprise) Army and Joint Service staffs prepared me for the rigors of serving on corporate boards.  A strong business sector is vital to our national security.  Former senior military executives understand this and are eager to apply our distinguished records of proven leadership and broad experiences to the corporate world.

3. What can corporate boards learn from the military when it comes to risk oversight and leading through uncertainty? 

The terms “risk oversight” and “leading through uncertainty” have become synonymous to both global business and global security environments.  Regarding the latter, the military has a long history of developing and adapting concepts and doctrine to reduce the impacts of risk and uncertainty on its missions.  Today, the global pandemic has introduced levels of risk and uncertainty not seen in decades, causing both business and governance bodies to adopt management frameworks and policies to counter the effects.  Having decades of experience in a variety of crisis management scenarios, former senior military leaders can bring a wealth of knowledge to a corporate board.  One example is experience in managing persistent cyber threats to networks.  Corporate boards could learn from the military’s implementation of the Department of Defense’s Risk Management Framework (RMF) that provides a comprehensive approach to addressing cyber threats to military networks.  Another example of experience that a former senior military leader can bring to a corporate board is a deep background in working with intergovernmental agencies and multi-national military organizations on a wide range of complex problem sets.  Corporate boards could leverage this experience as it develops the best approach to implementing an ESG framework that will improve, in sustainable ways, the overall performance of the company.

4. How can boards capitalize on the value of veterans? 

Corporate boards can capitalize on the value of veterans by recognizing their broad range of skills and experiences and by providing opportunities to serve as a board member.  Over a thirty-year military career, a veteran has held at least 15 different positions, deployed overseas more than 10 times, and often led multi-functional, intergovernmental, and multi-national organizations.  Depending on the veteran’s specialty, he or she has commanded a large organization and was responsible for stewarding all allocated resources as well as operationally integrating numerous warfighting skills and tasks.  Every veteran has (1) received a structured professional military education focused on managing human resources, logistics, and maintenance; (2) led multi-functional collective unit training; and (3) served on multiple 2 to 4-star level staffs and/or senior civilian equivalent (Department Director or Service Secretary).  These staff positions, and other key assignments, required coordination and collaboration within parent services, across the Department of Defense, or with industry.  Lastly, veterans are adaptive and laser focused; possess high character and tremendous communication skills; are quick studies, and great teammates.  Corporate boards would absolutely be well-served with veterans as members.                 

June 2022

Featured Director of the Month: Bill Craine

Bill Craine

Bill serves on the board of Preferred Mutual Insurance Co. He is currently the Chenango County Treasurer and Budget Officer.

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

 A successful Director is fully engaged with the company. While the Board of Directors may only meet four- six times per year, a Director should strive to have more frequent interactions with the business. You should read a lot, ask questions, and build a network of contacts within the organization. These actions should be channeled in a collegial manner so that the Board, and company, are stronger for your leadership and interest. Make yourself a valued member of the team; you should all have the same common goal.

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

About 20 years ago a financial services company, on whose Board I served, encountered serious regulatory issues triggered by significant loan losses. I became the non-executive Chair and a fellow Director was appointed as the acting CEO. The Board and senior management worked together, were fully engaged, hired a new CEO, and were able to successfully conclude the regulatory matters without triggering litigation. Several years later the company was sold garnering a favorable price for the shareholders. The seminal lesson was (is) to always do what you believe is right no matter how difficult it may appear.

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

Anyone looking for their first Board seat should aggressively work on broadening your network. Create your own purpose driven career arch. Set your own plans and goals. Also, I think having a mentor, or your own personal Board of Directors, really matters. Early in my career I had a mentor (CFO of a public company) who was of immense help to me.

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

Five years from now I expect all Boards will be much more diverse (age, experience, representative our communities, and the like); and, consequently, well able to fully represent our shareholder owners.

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.